OPTION/PURCHASE AGREEMENT
THIS
AGREEMENT, made and entered into as of November 15, 2008, by and between
Writers' Group Film Corp. (hereinafter "Owner") and Cruck Productions, Inc.,
(hereinafter "Purchaser").
(b)
Facts: Owner represents and warrants to Purchaser that the following
statements are true and correct in all respects with respect to said Literary
Material:
(i)
Literary Material was written by Xxxxx X. Xxxxxx, but Owner is the sole author
of the Literary Material for all legal purposes.
(ii) The
Literary Material is unpublished, and in exchange for $200, Owner agrees to and
does hereby give and grant to Purchaser the exclusive and irrevocable option to
purchase from Owner the rights in the Property as described in Exhibit "A" for
the total purchase price specified and payable as provided in Exhibit "A,"
provided that any sums paid under this Clause 2 or any other provision of this
agreement with respect to the option shall be credited against the first sums
payable on account of such purchase price. If Purchaser shall fail
to exercise this option, then the sums paid to Owner hereunder with respect to
the option shall be and remain the sole property of Owner.
(b) The
purchase price shall be paid to Owner in accordance with Exhibit
"A."
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(c) The
option may be exercised only by notice in writing as aforesaid; no conduct or
oral statement by Purchaser or his agents, representatives or employees shall
constitute an exercise of the option.
Owner
agrees to cause the publisher or publishers of the Property, if any, and any
other person, firm or corporation having or claiming any interest in or to the
Property, to execute, acknowledge and deliver to Purchaser promptly upon the
execution hereof, quitclaims or assignments in form satisfactory to Purchaser,
whereby such publisher or other parties quitclaim to Owner all their right,
title and interest (or acknowledge and agree that they have no such right, title
or interest) in or to any of the rights, licenses, privileges and property
agreed to be granted to Purchaser upon the exercise of the option.
5.
EFFECTIVENESS OF EXHIBIT "A": Concurrently with the execution of this
agreement Owner has executed Exhibit "A" (Literary Purchase Agreement), which is
undated, and it is agreed that if Purchaser shall exercise the option (but not
otherwise) then the signature of Owner to Exhibit "A" shall be deemed to be
effective and this Exhibit shall constitute a valid and binding agreement and
assignment effective as of the date of exercise of such option, and Purchaser is
hereby authorized and empowered to date such instrument accordingly. If
Purchaser shall fail to exercise the option, then the signature of Owner to
Exhibit "A" shall be void and of no further force or effect whatever, and
Purchaser shall not be deemed to have acquired any rights in or to the Property
other than the option hereinabove provided for. If Purchaser exercises the
option, Purchaser will execute and deliver to Owner copies of Exhibit "A," dated
as of the date of the exercise of the option, and Owner will, if so requested by
Purchaser, execute and deliver to Purchaser additional copies of Exhibit "A".
Notwithstanding the failure or omission of either party to execute and/or
deliver such additional documents, it is agreed that upon the exercise of the
option by Purchaser all rights in and to the Property agreed to be transferred
to Purchaser pursuant to the provisions of Exhibit "A" shall be deemed vested in
Purchaser, effective as of the date of exercise of the option, which rights
shall be irrevocable.
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(a) If
the Purchaser does not timely exercise the option during its original or
extended term and timely pay the purchase price, the option shall terminate and
all rights in the Literary Material shall immediately revert to the Owner.
The Owner shall retain all sums therefore paid. Purchaser shall
immediately execute and deliver to Owner any assignments and documents required
to effectuate the Reversion. If Purchaser shall fail or be unable to do
so, Purchaser hereby grants owner a power coupled with an interest to execute
and deliver such documents as Purchaser's attorney-in-fact.
12.
ENTIRE AGREEMENT: This agreement, including the Exhibits attached hereto,
contains the full and complete understanding and agreement between the parties
with respect to the within subject matter, and supersedes all other agreements
between the parties whether written or oral relating thereto, and may not be
modified or amended except by written instrument executed by both of the parties
hereto. This agreement shall in all respects be subject to the laws of the
State of California applicable to agreements executed and wholly performed
within such State. All the rights, licenses, privileges and property
herein granted to Purchaser are irrevocable and not subject to rescission,
restraint, or injunction under any or all circumstances.
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13.
ARBITRATION: This Agreement shall be interpreted in accordance with the
laws of the State of California, applicable to agreements executed and to be
wholly performed therein. Any controversy or claim arising out of or in
relation to this Agreement or the validity, construction or performance of this
Agreement, or the breach thereof, shall be resolved by arbitration in accordance
with the rules and procedures of AFMA, as said rules may be amended from time to
time with rights of discovery if requested by the arbitrator. Such rules
and procedures are incorporated and made a part of this Agreement by reference.
If AFMA shall refuse to accept jurisdiction of such dispute, then the
parties agree to arbitrate such matter before and in accordance with the rules
of the American Arbitration Association under its jurisdiction in Lancaster
before a single arbitrator familiar with entertainment law. The parties
shall have the right to engage in pre-hearing discovery in connection with such
arbitration proceedings. The parties agree hereto that they will abide by
and perform any award rendered in any arbitration conducted pursuant hereto,
that any court having jurisdiction thereof may issue a judgment based upon such
award and that the prevailing party in such arbitration and/or confirmation
proceeding shall be entitled to recover its reasonable attorneys' fees and
expenses. The arbitration will be held in the city of Lancaster, California and
any award shall be final, binding and non-appealable. The Parties agree to
accept service of process in accordance with the AFMA Rules.
OWNER:
![Signature](https://www.sec.gov/Archives/edgar/data/1413547/000141354709000005/img001.jpg)
_____________________________________________
Writers'
Group Film Corp.
By: Xxx
X. Xxxxxxxx, President
PURCHASER:
/s/ Xxxxxxx Xxxxx
_____________________________________________
Xxxxxxx
Xxxxx, President on behalf of
Cruck
Productions, Inc.
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EXHIBIT
A
Purchase
Agreement
This
Agreement made on November 15, 2008 by and between Writers' Group Film Corp.
(hereinafter referred to as "Owner") and Cruck Productions, Inc. (hereinafter
referred to as "Purchaser").
(a) For
any mini-series, $17,000 per hour, pro-rated for part hours.
(b) For
any sequel or remake of a theatrical or television motion picture based on the
Property, one-half and one-third, respectively, of the amount paid for the
initial motion picture, payable upon commencement of principal photography of
the subsequent production.
(c) For
any television series produced, based on the Property, Purchaser will pay the
following royalties per initial production upon completion of production of each
program: up to 30 minutes, $30,000; over 30, but not more than 60 minutes,
$50,000; over 60 minutes, $150,000; and in addition to the foregoing, as a
buy-out of all royalty obligations, one hundred percent (100%) of the applicable
initial royalty amount, in equal installments over five (5) reruns, payable
within thirty (30) days after each such rerun. Owner shall have a right of first
negotiation to direct the pilot for any television series.
(b)
Facts: Owner represents and warrants to Purchaser as follows:
(i) Owner
is the sole author of the Property for all legal purposes.
(ii) The
Property is unpublished.
Additionally,
if Purchaser shall exploit any other rights in and to the Property, then
Purchaser agrees to give appropriate source material credit to the Property, to
the extent that such source material credits are customarily given in connection
with the exploitation of such rights.
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No casual
or inadvertent failure to comply with any of the provisions of this clause shall
be deemed a breach of this agreement by the Purchaser. Owner hereby
expressly acknowledges that in the event of a failure or omission constituting a
breach of the provisions of this paragraph, the damage (if any) caused Owner
thereby is not irreparable or sufficient to entitle Owner to injunctive or other
equitable relief. Consequently, Owner's rights and remedies in the event
of such breach shall be limited to the right to recover damages in an action at
law.
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19.
MISCELLANEOUS:
(a)
Relationship: This agreement between the parties does not constitute a
joint venture or partnership of any kind.
(b)
Cumulative Rights and Remedies: All rights, remedies, licenses,
undertakings, obligations, covenants, privileges and other property granted
herein shall be cumulative, and Purchaser may exercise or use any of them
separately or in conjunction with any one or more of the others.
(c)
Waiver: A waiver by either party of any term or condition of this
agreement in any instance shall not be deemed or construed to be a waiver of
such term or condition for the future, or any subsequent breach
thereof.
(d)
Severability: If any provision of this agreement as applied to either
party or any circumstances shall be adjudged by a court to be void and
unenforceable, such shall in no way affect any other provision of this
agreement, the application of such provision in any other circumstance, or the
validity or enforceability of this agreement.
(e)
Governing Law: This agreement shall be construed in accordance with the
laws of the State of California applicable to agreements which are executed and
fully performed within said State.
(f)
Captions: Captions are inserted for reference and convenience only and in
no way define, limit or describe the scope of this agreement or intent of any
provision.
(g)
Entire Understanding: This agreement contains the entire understanding of
the parties relating to the subject matter, and this agreement cannot be changed
except by written agreement executed by the party to be bound.
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(h)
Arbitration: This Agreement shall be interpreted in accordance with the laws of
the State of California, applicable to agreements executed and to be wholly
performed therein. Any controversy or claim arising out of or in relation
to this Agreement or the validity, construction or performance of this
Agreement, or the breach thereof, shall be resolved by arbitration in accordance
with the rules and procedures of AFMA, as said rules may be amended from time to
time with rights of discovery if requested by the arbitrator. Such rules
and procedures are incorporated and made a part of this Agreement by reference.
If AFMA shall refuse to accept jurisdiction of such dispute, then the
parties agree to arbitrate such matter before and in accordance with the rules
of the American Arbitration Association under its jurisdiction in Lancaster
before a single arbitrator familiar with entertainment law. The parties
shall have the right to engage in pre-hearing discovery in connection with such
arbitration proceedings. The parties agree hereto that they will abide by
and perform any award rendered in any arbitration conducted pursuant hereto,
that any court having jurisdiction thereof may issue a judgment based upon such
award and that the prevailing party in such arbitration and/or confirmation
proceeding shall be entitled to recover its reasonable attorneys' fees and
expenses. The arbitration will be held in Lancaster and any award shall be
final, binding and non-appealable. The Parties agree to accept service of
process in accordance with the AFMA Rules.
![Signature](https://www.sec.gov/Archives/edgar/data/1413547/000141354709000005/img001.jpg)
_____________________________________________
Writers'
Group Film Corp. ("Owner")
By: Xxx
X. Xxxxxxxx, President
/s/ Xxxxxxx Xxxxx
_____________________________________________
Xxxxxxx
Xxxxx, President on behalf of
Cruck
Productions, Inc.
("Purchaser")
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