Regent Entertainment Media Inc. 10960 Wilshire Blvd., 10th Floor Los Angeles, CA 90024
Exhibit 10.5
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of October 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: “$9.99”
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: “$9.99”
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “$9.99” (the
“Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be December 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $115,500 which shall be paid in the
following manner:
(a) | 10% (US$11,550) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$11,550) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$11,550) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$23,100) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$57,750) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM
as a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is
an independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of competent jurisdiction. Signature of legal representatives of REM
and Client shall constitute
this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to:
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of September 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: “Antarctica”
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: “Antarctica”
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Antarctica”
(the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be November 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $183,105 which shall be paid in the
following manner:
(a) | 10% (US$18,310.50) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$18,310.50) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$18,310.50) payable upon Theatrical Release Date of the Film. |
1
(d) | 20% (US$36,621) payable no later than one (1) month after the Theatrical Release Date of the Film. | ||
(e) | 50% (US$91,552.50) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any
2
known claim by any third party, and Client’s use of the Material as contemplated by this Agreement
will not knowingly violate or infringe upon the rights of any third party.
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
3
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the
breach thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be
entered in any court of competent jurisdiction. Signature of legal representatives of REM and
Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to:
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of October 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: “Art of Being Straight”
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Art of Being
Straight” (the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be December 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $171,000 which shall be paid in the
following manner:
(a) | 10% (US$17,100) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$17,100) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$17,100) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$34,200) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$85,500) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM
as a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is
an independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the
breach thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of competent jurisdiction. Signature of legal
representatives of REM and Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to:
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of October 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: | “Black Rain” |
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Black Rain”
(the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be December 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $161,895 which shall be paid in the
following manner:
(a) | 10% (US$16,189.50) payable no later than two (2) months prior to the Theatrical | ||
Release Date of the Film. | |||
(b) | 10% (US$16,189.50) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$16,189.50) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$32,379) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$80,947.50) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM
as a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is
an independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrators) may be entered in any court of competent jurisdiction. Signature of legal
representatives of REM and Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to:
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of August 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: | “Blue Tooth Virgin” |
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing LLC. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Blue Tooth
Virgin” (the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be October 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $91,500 which shall be paid in the
following manner:
(a) | 10% (US$9,150) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$9,150) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$9,150) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$18,300) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$45,750) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior
written approval of the incurrence of such expense. Each reimbursable expense should have back-up
receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM
whom require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of competent jurisdiction. Signature of legal
representatives of REM and Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to: |
||||
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of August 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: | “Breakfast With Xxxx” |
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Breakfast With
Xxxx” (the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be October 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $142,215 which shall be paid in the
following manner:
(a) | 10% (US$14,221.50) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$14,221.50) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$14,221.50) payable upon Theatrical Release Date of the Film. |
1
(d) | 20% (US$28,443) payable no later than one (1) month after the Theatrical Release Date of the Film. | ||
(e) | 50% (US$71,107.50) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any
2
known claim by any third party, and Client’s use of the Material as contemplated by this Agreement
will not knowingly violate or infringe upon the rights of any third party.
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
3
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the
breach thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be
entered in any court of competent jurisdiction. Signature of legal representatives of REM and
Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to: |
||||
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of September 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: “Brotherhood V”
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Brotherhood V”
(the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be November 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $151,500 which shall be paid in the
following manner:
(a) | 10% (US$15,150) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$15,150) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$15,150) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$30,300) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$75,750) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of competent jurisdiction. Signature of legal
representatives of REM and Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to: |
||||
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. |
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. |
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of October 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: “Brotherhood VI”
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing LLC. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Brotherhood
VI” (the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be December 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $178,500 which shall be paid in the
following manner:
(a) | 10% (US$17,850) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$17,850) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$17,850) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$35,700) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$89,250) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM
as a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is
an independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of competent jurisdiction. Signature of legal
representatives of REM and Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to: |
||||
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. |
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. |
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of September 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: “Ciao”
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Ciao” (the
“Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be November 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $162,525 which shall be paid in the
following manner:
(a) | 10% (US$16,252.50) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$16,252.50) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$16,252.50) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$32,505) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$81,262.50) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM
as a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is
an independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of competent jurisdiction. Signature of legal
representatives of REM and Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to: |
||||
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. |
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. |
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of October 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: “Death Among Friends”
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing X.XX. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Death Among
Friends” (the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be December 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $178,500 which shall be paid in the
following manner:
(a) | 10% (US$17,850) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$17,850) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$17,850) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$35,700) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$89,250) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of competent jurisdiction. Signature of legal
representatives of REM and Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to:
By:
|
/s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date _______________ | ||||
By:
|
/s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date _______________ |
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of October 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: “Dream Boy”
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing X.XX. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Dream Boy”
(the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be December 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $159,000 which shall be paid in the
following manner:
(a) | 10% (US$15,900) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$15,900) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$15,900) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$31,800) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$79,500) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street
teams, transportation, and all other customary disbursements associated with the Services. Client
shall have no obligation to reimburse REM for any expense greater than $500 or for any travel
expense, unless an authorized employee of Client has given prior written approval of the incurrence
of such expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of competent jurisdiction. Signature of legal
representatives of REM and Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to:
By:
|
/s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date _______________ | ||||
By:
|
/s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date _______________ |
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of September 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing LLC.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing LLC.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: “Xxxxxxxx”
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Xxxxxxxx” (the
“Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be November 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $141,000 which shall be paid in the
following manner:
(a) | 10% (US$14,100) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$14,100) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$14,100) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$28,200) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$70,500) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of competent jurisdiction. Signature of legal
representatives of REM and Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to:
By:
|
/s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date _______________ | ||||
By:
|
/s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date _______________ |
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of August 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: “Eleven Minutes”
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing X.XX. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Eleven
Minutes” (the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be October 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $111,900 which shall be paid in the
following manner:
(a) | 10% (US$11,190) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$11,190) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$11,190) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$22,380) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$55,950) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of competent jurisdiction. Signature of legal
representatives of REM and Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to:
By:
|
/s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date _______________ | ||||
By:
|
/s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date _______________ |
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of August 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: “Everything You Wanted To Know”
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing X.XX. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Everything You
Wanted To Know” (the “Picture”) which shall be released theatrically by the Company in North
America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be October 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $140,640 which shall be paid in the
following manner:
(a) | 10% (US$14,064) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$14,064) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$14,064) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$28,128) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$70,320) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of competent jurisdiction. Signature of legal
representatives of REM and Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to:
By:
|
/s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date _______________ | ||||
By:
|
/s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date _______________ |
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of August 01, 2008
Xx. Xxxx Xxxxxxxx Regent
Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: “Fall Of Hyperion”
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Fall Of
Hyperion” (the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be October 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $130,500 which shall be paid in the
following manner:
(a) | 10% (US$13,050) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$13,050) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$13,050) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$26,100) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$56,880) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies,
postage, envelopes, express mail, labels, photography or photographic reproduction,
printing, messengers, long distance telephone and fax charges, travel and
travel-related expenses, street teams, transportation, and all other customary
disbursements associated with the Services. Client shall have no obligation to
reimburse REM for any expense greater than $500 or for any travel expense, unless an
authorized employee of Client has given prior written approval of the incurrence of
such expense. Each reimbursable expense should have back-up receipts and/or
documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered
in any court of competent jurisdiction. Signature of legal representatives of REM and Client shall
constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to: |
||||
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of August 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: “Fashion Victim” (a/k/a Murder in Fashion)
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing X.XX. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Fashion
Victim” (a/k/a Murder in Fashion) (the “Picture”) which shall be released theatrically by the
Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be October 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $113,760 which shall be paid in the
following manner:
(a) | 10% (US$11,376) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$11,376) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$11,376) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$22,752) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$56,880) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered
in any court of competent jurisdiction. Signature of legal representatives of REM and Client shall
constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to: |
||||
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of August 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: “Heat Wave”
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Heat Wave”
(the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be October 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $134,895 which shall be paid in the
following manner:
(a) | 10% (US$13,489.50) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$13,489.50) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$13,489.50) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$26,979) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$67,447.50) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive properly of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES:
Any controversy or claim arising out of or relating to this Agreement, or the
breach thereof, shall be settled by arbitration in accordance with th Arbitraton Rules of the
American Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be
entered in any court of competent jurisdiction. Signature of legal representatives of REM and
Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to: |
||||
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of August 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: “I Can’t Think Straight’’
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “I Can’t Think
Straight” (the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be November 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $142,050 which shall be paid in the
following manner:
(a) | 10% (US$14,205) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$14,205) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$14,205) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$28,410) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$71,025) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the
breach thereof, shall be settled by arbitration in accordance with th Arbitraton Rules of the
American Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be
entered in any court of competent jurisdiction. Signature of legal representatives of REM and
Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to: |
||||
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of August 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: “Ice Blues”
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Ice Blues”
(the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be October 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $141,195 which shall be paid in the
following manner:
(a) | 10% (US$14,119.50) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$14,119.50) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$14,119.50) payable upon Theatrical Release Date of the Film. |
1
(d) | 20% (US$28,239) payable no later than one (1) month after the Theatrical Release Date of the Film. | ||
(e) | 50% (US$70,597.50) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any
2
known claim by any third party, and Client’s use of the Material as contemplated by this Agreement
will not knowingly violate or infringe upon the rights of any third party.
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
3
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the
breach thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be
entered in any court of competent jurisdiction. Signature of legal representatives of REM and
Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to: |
||||
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of September 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: | “Invisible Chronicles” |
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Invisible
Chronicles” (the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be November 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $140,640 which shall be paid in the
following manner:
(a) | 10% (US$14,064) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$14,064) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$14,064) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$28,128) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$70,320) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM
as a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is
an independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of competent jurisdiction. Signature of legal
representatives of REM and Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to:
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date __________________
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date __________________
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of October 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: | “Just Say Love” |
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Just Say Love”
(the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be December 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $114,000 which shall be paid in the
following manner:
(a) | 10% (US$11,400) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$11,400) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$11,400) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$22,800) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$57,000) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of competent jurisdiction. Signature of legal
representatives of REM and Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to:
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date __________________
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date __________________
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of October 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: | “Leather Jacket Love Story” |
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Leather Jacket
Love Story” (the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be December 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $103,500 which shall be paid in the
following manner:
(a) | 10% (US$10,350) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$10,350) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$10,350) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$20,700) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$51,750) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of competent jurisdiction. Signature of legal
representatives of REM and Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to:
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date __________________
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date __________________
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of September 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: | “Little Ashes” |
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Little Ashes”
(the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be November 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $79,410 which shall be paid in the
following manner:
(a) | 10% (US$7,941) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$7,941) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$7,941) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$15,882) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$39,705) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of competent jurisdiction. Signature of legal
representatives of REM and Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to:
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date __________________
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date __________________
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of October 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: | “The Magician” |
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “The Magician”
(the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be December 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $133,500 which shall be paid in the
following manner:
(a) | 10% (US$13,350) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$13,350) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$13,350) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$26,700) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$66,750) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of competent jurisdiction. Signature of legal
representatives of REM and Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to:
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date __________________
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date __________________
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of September 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing X.XX.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing X.XX.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: | “Xxxxxxx Y Xxxxxx” |
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Xxxxxxx Y
Xxxxxx” (the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be November 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $114,000 which shall be paid in the
following manner:
(a) | 10% (US$11,400) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$11,400) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$11,400) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$22,800) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$57,000) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy
or claim arising out of or relating to this Agreement, or the breach thereof, shall be
settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of
competent jurisdiction. Signature of legal representatives of REM and Client shall constitute this
as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to:
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. |
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. |
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of October 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: | “My Gay Christian Baby” f/k/a Misconceptions |
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “My Gay
Christian Baby” f/k/a/ Misconceptions (the “Picture”) which shall be released theatrically by the
Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be December 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $166,500 which shall be paid in the
following manner:
(a) | 10% (US$16,650) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$16,650) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$16,650) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$33,300) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$83,250) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy
or claim arising out of or relating to this Agreement, or the breach thereof, shall
be settled by arbitration in accordance with the Arbitration Rules of the American Arbitration
Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of
competent jurisdiction. Signature of legal representatives of REM and Client shall constitute this
as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to:
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. |
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. |
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of October 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: | “Xxxxx Xxxxx Xxx’x The Pit And The Pendulum” |
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing X.XX. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Xxxxx Xxxxx
Xxx’x The Pit And The Pendulum” (the “Picture”) which shall be released theatrically by the Company
in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be December 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $145,500 which shall be paid in the
following manner:
(a) | 10% (US$14,550) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$14,550) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$14,550) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$29,100) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$83,250) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; |
(b) | It is a bonafide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy
or claim arising out of or relating to this Agreement, or the breach thereof, shall be
settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of
competent jurisdiction. Signature of legal representatives of REM and Client shall constitute this
as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to:
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. |
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. |
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of August 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: | “Playing With Fire” |
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Playing With
Fire” (the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be October 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $135,270 which shall be paid in the
following manner:
(a) | 10% (US$13,527) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$13,527) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$13,527) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$27,054) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$67,635) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s
business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or
claim arising out of or relating to this Agreement, or the breach thereof, shall be settled
by arbitration in accordance with the Arbitration Rules of the American Arbitration
Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of
competent jurisdiction. Signature of legal representatives of REM and Client shall constitute this
as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to:
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. |
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. |
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of August 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: | “Saving Marriage” |
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Saving
Marriage” (the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be October 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $107,400 which shall be paid in the
following manner:
(a) | 10% (US$10,740) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$10,740) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$10,740) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$21,480) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$53,700) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s
business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of
competent jurisdiction. Signature of legal representatives of REM and Client shall constitute this
as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to:
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. |
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. |
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of October 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: | “Serbis” |
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing X.XX. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Serbis” (the
“Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be December 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $108,000 which shall be paid in the
following manner:
(a) | 10% (US$10,800) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$10,800) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$10,800) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$21,600) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$54,000) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing/it will hold the
Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the
breach thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of competent jurisdiction. Signature of legal
representatives of REM and Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to: |
||||
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of October 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: | “Shake Hands With The Devil” |
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Shake Hands
With The Devil” (the “Picture”) which shall be released theatrically by the Company in North
America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be December 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $115,500 which shall be paid in the
following manner:
(a) | 10% (US$11,550) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$11,550) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$11,550) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$23,100) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$57,750) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by the arbitration in accordance with the Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of competent jurisdiction. Signature of legal
representatives of REM and Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to: |
||||
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of October 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: | “Song Of The Sparrows” |
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Song Of The
Sparrows” (the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be December 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $118,500 which shall be paid in the
following manner:
(a) | 10% (US$11,850) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$11,850) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$11,850) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$23,700) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$57,750) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of competent jurisdiction. Signature of legal
representatives of REM and Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to: |
||||
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of October 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: | “Taxidermia” |
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Taxidermia”
(the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be December 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $114,000 which shall be paid in the
following manner:
(a) | 10% (US$11,400) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$11,400) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$11,400) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$22,800) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$57,000) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the
breach thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of competent jurisdiction. Signature of legal
representatives of REM and Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to: |
||||
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of October 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: | “Tokyo Sonata” |
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Tokyo Sonata”
(the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be December 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $108,000 which shall be paid in the
following manner:
(a) | 10% (US$10,800) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$10,800) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$10,800) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$21,600) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$54,000) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the
American Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered in any court of competent jurisdiction. Signature of legal
representatives of REM and Client shall constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of August 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: | “Tru Loved” |
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Tru Loved”
(the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be October 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $151,260 which shall be paid in the
following manner:
(a) | 10% (US$15,126) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$15,126) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$15,126) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$30,252) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$75,630) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered
in any court of competent jurisdiction .Signature of legal representatives of REM and Client shall
constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of this
Agreement, keep one original for your files, and return the second copy to me. We look forward to
working with you.
Accepted and agreed to:
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C. | ||||
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of October 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: | “Watercolors” |
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “Watercolors”
(the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be December 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $174,000 which shall be paid in the
following manner:
(a) | 10% (US$17,400) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$17,400) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$17,400) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$34,800) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$75,630) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered
in any court of competent jurisdiction. Signature of legal representatives of REM and Client shall
constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to: |
||||
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C | ||||
Date
4
Regent Entertainment Media Inc.
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
00000 Xxxxxxxx Xxxx., 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
As of August 01, 2008
Xx. Xxxx Xxxxxxxx
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Regent Releasing L.L.C.
00000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
RE: | “The World Unseen” |
Dear Xxxx:
This letter, when signed by each of us, constitutes our agreement with respect to work you
desire us to perform on your behalf (the “Agreement”).
When used below, the term “you,” the “Client,” or the “Company” shall refer to Regent
Releasing L.L.C. The Company hereby engages Regent Entertainment Media Inc (“REM”) to provide
marketing and promotional services (the “Services”) for the motion picture entitled “The World
Unseen” (the “Picture”) which shall be released theatrically by the Company in North America.
TERM: The term of this Agreement shall commence on the date above until one year following the
theatrical release of the Picture presently anticipated to be October 01, 2008.
SERVICES: REM will provide marketing and consulting expertise and services to include creating
marketing plans, release and press strategies; writing press releases and pitch letters; aiding in
the placement of editorial content in magazines, newspapers and other media for potential feature
or review coverage and pitch and implement grass roots promotional activities in major U.S.
markets. REM shall also provide advertising and editorial coverage of the Picture in REM media
outlets as appropriate.
COMPENSATION: In consideration of and compensation for the services that REM shall render to you
hereunder, the Client hereby agrees to pay REM the fee of $158,550 which shall be paid in the
following manner:
(a) | 10% (US$15,855) payable no later than two (2) months prior to the Theatrical Release Date of the Film. | ||
(b) | 10% (US$15,855) payable no later than one (1) month prior to the Theatrical Release Date of the Film. | ||
(c) | 10% (US$15,855) payable upon Theatrical Release Date of the Film. | ||
(d) | 20% (US$31,710) payable no later than one (1) month after the Theatrical Release Date of the Film. |
1
(e) | 50% (US$79,275) payable no later than two (2) months after the Theatrical Release Date of the Film. |
EXPENSES: These expenses shall include but shall not be limited to: photocopies, postage,
envelopes, express mail, labels, photography or photographic reproduction, printing, messengers,
long distance telephone and fax charges, travel and travel-related expenses, street teams,
transportation, and all other customary disbursements associated with the Services. Client shall
have no obligation to reimburse REM for any expense greater than $500 or for any travel expense,
unless an authorized employee of Client has given prior written approval of the incurrence of such
expense. Each reimbursable expense should have back-up receipts and/or documentation.
INDEPENDENT CONTRACTOR: Nothing contained in this agreement shall be construed to constitute REM as
a partner, joint venturer, principal, employee or agent of Client, it being intended that REM is an
independent contractor responsible for its own actions. REM shall not be liable for any and all
debts, costs, expenses, obligations, losses or liabilities of Client. Client agrees to hold
harmless and to indemnify REM against any and all losses, claims, including attorney’s fees, and
lawsuits made against REM in connection with the rendition of Services hereunder. Termination or
expiration of this Agreement releases REM and its representatives, officers and agents from any and
all obligations and liabilities in connection with the Services rendered pursuant to this
Agreement.
OWNERSHIP OF PROCEEDS OF WORK: Any and all artistic, literary, dramatic, musical and other
material submitted by REM to Client, together with the results and proceeds of REM’s Services in
connection with this Agreement (collectively, the “Material”) was specially commissioned by and
shall be the exclusive property of Client, as a “work made for hire” (as defined in the Copyright
Act of 1976). Accordingly, Client is the author and owner of the Material in perpetuity throughout
the universe and is entitled to the copyrights and other proprietary rights (and all extensions and
renewals thereof) in the Material. If any of the Material is determined not to be a work made for
hire, REM hereby assigns to Client in perpetuity throughout the universe all rights, including,
without limitation all copyrights, other proprietary rights, renewals and extensions, and the
complete right to adapt, exploit, exhibit, perform, make recordings of, reproduce, edit, modify,
digitize, make derivative works, distribute, display or otherwise use the Material in any form of
medium, expression or technology now known or hereafter known or developed. REM hereby waives any
and all paternity, integrity, moral or other similar rights that REM may have now, or in the
future, in and to the Material.
ASSIGNMENT: Client’s rights in the Material may be freely assigned and licensed and any such
assignment or license shall be binding upon REM and inure to the benefit of such assignee or
licensee. REM agrees to enter into any further assignments of the Material Client deems necessary
or appropriate. Except for material which Client provides, the Material to be developed hereunder
will be an original work created by REM and/or its employees, will not be copied from any other
work, will not knowingly violate or infringe upon the rights of any third party, will be free and
clear from any known claim by any third party, and Client’s use of the Material as contemplated by
this Agreement will not knowingly violate or infringe upon the rights of any third party.
2
REPRESENTATION AND WARRANTIES:
Each party represents and warrants to Client as of the date hereof that:
(a) | It is, and has been for more than thirty (30) days prior to the date hereof, a legal entity duly organized, validly existing and in good standing under the laws of the State of its organization and is authorized to do business in the State of California; | |
(b) | It is a bona fide corporate business entity established for a valid business purpose within the meaning of the tax laws of the United States; | |
(c) | It has the right, power and authority to enter into this Services Agreement and perform its obligations under this Services Agreement and the individual executing this Services Agreement on behalf of REM is authorized to do so; and | |
(d) | The performance of the Services by REM will not knowingly violate any applicable laws, rules or regulations or any contacts with or rights of third parties. |
CONFIDENTIALITY: The term “Confidential Information” shall include all written documentation or
information of a sensitive or proprietary nature provided by Client to REM or developed by Client
or REM in connection herewith, and all information of a sensitive or proprietary nature regarding
Client’s business affairs, marketing, and positioning strategies, finances, properties, methods of
operation, data, systems, procedures, which REM acquires possession or knowledge of in connection
with the Services, except such information or data (i) as the parties hereto agree in writing is
not confidential; or (ii) which is in the public domain (other than as a result of a disclosure by
REM or its employees).
REM agrees that, unless specifically authorized to do so by Client in writing, it will hold
the Confidential Information in strict confidence and will not permit the duplication, use or
disclosure or any Confidential Information to any person or entity except employees of REM whom
require such Confidential Information to perform the Services.
CHOICE OF LAW: This agreement shall be construed in accordance with and governed by the laws of the
State of California, regardless of the place of execution or location of the Services. This
Agreement represents the entire agreement between Client and REM. This agreement supersedes all
prior agreements, oral or written, between the parties hereto. No change or modification of this
Agreement shall be valid unless the modifications are in writing and signed by legal
representatives of both parties. No waiver of any term, provision or condition of this Agreement,
the breach or default thereof, by conduct or otherwise, in one or more instances shall be deemed to
be either a continuing waiver or a waiver of a subsequent breach or default of any such term,
provision or condition of this Agreement. The invalidity, in whole or in part, of any term,
provision or condition of this agreement shall not affect the validity of the remainder of the
agreement, or of any agreement resulting here from.
CONTROVERSIES: Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
3
arbitrator(s) may be entered
in any court of competent jurisdiction .Signature of legal representatives of REM and Client shall
constitute this as a binding agreement between them.
If you are in agreement with the terms set forth above, please sign and date both copies of
this Agreement, keep one original for your files, and return the second copy to me. We look forward
to working with you.
Accepted and agreed to: |
||||
By: | /s/ Xxxx Xxxxxxxxx | |||
Xxxx Xxxxxxxxx | ||||
Regent Entertainment Media Inc. | ||||
Date
By: | /s/ Xxxx Xxxxxxxx | |||
Xxxx Xxxxxxxx | ||||
Regent Releasing L.L.C | ||||
Date
4