Exhibit 10.17 (c)
SECOND ADDENDUM TO SHOW PRODUCTION AGREEMENT
THIS SECOND ADDENDUM ("Second Addendum") is made by and between ON
STAGE ENTERTAINMENT, INC., with offices at 0000 Xxxx Xxxxx, Xxxxx 0, Xxx Xxxxx,
Xxxxxx 00000 (hereinafter referred to as "On Stage") XXXX MANAGEMENT, with
offices at Xxxxxxxxxxxxxxxxxxxxxx 00, 00000, Xxxxxx (hereinafter referred to as
"Xxxx") this ____ day of August, 1997.
RECITALS
WHEREAS, On Stage and Xxxx entered into a Show Production Agreement
(the "Show Production Agreement") on May 31, 1997, which was subsequently
amended on July 31, 1997 (the "First Addendum"), pursuant to which On Stage is
present and otherwise stage its federally registered "Legends in Concert"
production (the "Show") for Xxxx at the Estrel Residence & Congress Hotel in
Berlin, Germany (the "Venue") commencing on September 12, 1997 and continuing
through and including December 31, 1997; and
WHEREAS, after further negotiations, the parties wish to amend and
augment the terms contained in the Show Production agreement and the First
Addendum thereto by entering into this Second Addendum which shall be deemed to
have been executed contemporaneously therewith.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
obligations and benefits contained herein, the receipt and sufficiency of which
is hereby acknowledge, the parties hereto agree as follows:
MODIFICATION OF EXISTING TERMS
By this Second Addendum, the parties agree to amend and modify only
those terms and conditions of the Show Production Agreement and the First
Addendum specifically enumerated. To the extent that a specific term, provision
or condition is not modified or set forth in this Second Addendum, the original
terms of Show Production Agreement and First Addendum are intended to remain in
full force and effect. To the extent possible, the numbering of the following
provisions shall correspond with the numbering sequence of the original Show
Production Agreement and/or First Addendum terms, which they replace or to which
they are added.
TERMS AND CONDITIONS
8. MERCHANDISE. On Stage hereby grants to Xxxx the right to manufacture
and sell On Stage's federally registered Show related merchandise at the Venue.
All costs related to the sale of said merchandise including, but not limited to
the cost of manufacturing the merchandise, the shipping and/or freight charges,
the cost of setting up and operating the merchandise booth(s) and any taxes
levied on the sale thereof shall be the exclusive responsibility of Xxxx. Al Net
Profits generated from the sale of said merchandise shall be divided between the
parties on a 70% to Xxxx, 30% to On Stage basis. For purposes of this Paragraph,
Net Profits shall be defined as all gross revenues generated from the sale of
the merchandise, minus the direct cost of manufacturing the merchandise,
freight, labor and taxes. Xxxx shall remit On Stage's portion of the Net Profits
derived from the sale of the merchandise on a monthly basis, in arrears of the
previous performance month, along with a detailed accounting in a format
acceptable to On Stage that clearly sets forth how the Net Profits for that
respective month were calculated.
It is anticipated between the parties hereto that a compact disc will
be recorded, produced, manufactured and distributed for sale, which will feature
songs performed by certain of the Performers in the Show (the "Compact
Disc(s)"). If such a Compact Disc(s) is subsequently recorded, Xxxx shall be
responsible for the production, manufacture, design, packaging, licensing, and
marketing of the Compact Disc(s), as well as labor and staffing relating to the
sale and distribution of the same, along with all costs and taxes related
thereto. On Stage shall be responsible for obtaining the appropriate clearances
from the performers whose reproductions are contained on the Compact Disc(s) and
negotiating and distributing any and all royalties related thereto. All gross
proceeds generated from the sale and/or distribution of the Compact Disc(s)
shall be divided equally between the parties (50% to On Stage-50% to Xxxx). Xxxx
shall remit On Stage's respective portion of the gross proceeds from the sale
and/or distribution of the Compact Disc(s) on a monthly basis in accordance with
the terms of this Paragraph that relate to the distribution of proceeds from the
sale and/or distribution of proceeds from the sale of merchandise. It should be
noted, however, that On Stage shall have final approval of the content of the
Compact Disc(s) before any sale or distribution thereof, and all rights to the
Compact Disc(s) shall at all times remain the exclusive property of On Stage,
with On Stage retaining the master copy of the completed Compact Disc(s).
9. SOUVENIR PHOTO LOCATIONS. On Stage hereby grants to Xxxx the right
to set up, operate and manage up to two (2) "legends talent/guest souvenir photo
locations" in the Hotel ("Souvenir Photo Locations") for the limited purpose of
selling souvenir photo's thereat (the "Souvenir Photo's"). All costs related to
the Souvenir Photo Locations, including, but not limited to the construction,
implementation and daily operation of the same, as well as any taxes levied on
the sale and/or distribution of the Souvenir Photo's thereat, shall be the
exclusive responsibility of Xxxx. All Net Profits generated form the sale of the
Souvenir Photo's shall be divided between the parties on a 70% to Xxxx, 30% to
On Stage basis. However, in the event that the Show is performed in excess of
eight (8) performances in any given week, the Net Profits generated from the
sale of the Souvenir Photo's shall be divided on an equal (50%-50%) for any and
all such weeks. For purposes of this Paragraph, Net Profits shall be defined as
all gross revenues generated from the sale of the Souvenir Photo's, minus the
direct cost of producing and developing the Souvenir Photo's, any related labor
and taxes levied thereon. Xxxx shall remit On Stage's portion of the Net Profits
derived from the sale of the Souvenir Photo's on a monthly basis, in arrears of
the previous performance month, along with a detailed accounting in a format
acceptable to On Stage that clearly sets forth how the Net Profits for that
respective month were calculated.
36. AUDIT RIGHTS. Xxxx shall keep accurate accounting books and records
of all costs and revenues related to the Show and the sale and distribution of
Merchandise, Compact Disc(s) and Souvenir Photo's contemplated hereunder
throughout the duration of this Agreement and for one (1) year thereafter. Xxxx
hereby grants to On Stage the right to inspect its books and records provided
that On Stage provides Xxxx with no less than thirty (30) days written notice of
such intention. If any such audit reveals an underpayment from Xxxx to On Stage
as required hereunder, Xxxx shall immediately remit to On Stage all amounts so
due, together with interest thereon at the rate of ten percent (10%) per annum,
from the date said amounts were due through to the date the amounts were
actually received.
IN WITNESS WHEREOF, the parties hereto have executed this Second
Addendum on the date and year first above written.
/s/ Xxxx X. Xxxxxx Xxxxxxxx Xxxx
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Xxxx X. Xxxxxx Xxxxxxxx Xxxx
Chief Executive Officer President
On Stage Entertainment, Inc. Xxxx Management
