EXHIBIT 10.20
DISTRIBUTION AGREEMENT
Agreement made this 26th day of May, 2000, by and between Next Big
Star, LLC (hereinafter referred to as "Company"), and Xxxx Xxxxxxx
Entertainment, Inc. (hereinafter referred to as "MAE") regarding the licensing
of broadcast syndication rights for the television program currently entitled,
XX XXXXXXX'X NEXT BIG STAR (the "Program").
1. CONTINGENCY ON LAUNCH: The License to MAE shall be contingent on the
following:
(a) that, by no later than September 15, 2000, MAE enters into
fully-executed license agreements for the first one-hour
special based on the Program (the "First Special") with
television stations whose aggregate U.S. Television household
DMA coverage is at least Seventy Percent (70%) of all U.S.
television households; and,
(b) such license agreements include stations in the New York, Los
Angeles, and Chicago markets.
2. PROGRAM PRODUCTION: If MAE meets the contingencies set forth in
Paragraph 1 above, Company agrees to produce the First Special intended for a
broadcast window beginning October 16, 2000. The First Special will incorporate
the "live" finals of the Next Big Star competition conducted on Company's
website: XxxxXxxXxxx.xxx (the "Website").
3. SECOND AND THIRD SPECIALS: During the Term of this Agreement, MAE may
pre-sell the rights to a second one-hour Program special (the "Second Special")
for a broadcast window beginning mid-January, 2001 and a third one-hour Program
special (the "Third Special") for a broadcast window beginning mid-April, 2001.
However, Company shall be under no obligation to produce the Second Special or
the Third Special. If Company elects to produce the Second Special or the Third
Special, Company shall so notify MAE and MAE shall distribute such additional
Specials under the same terms and conditions herein so long as MAE obtains the
minimum clearances for such Specials as detailed in paragraph 1(a)-(b), above.
It is expressly understood that Company reserves the right to license the
broadcast of the Second Special and the Third Special to a broadcast or cable
network and if so, this Agreement shall terminate.
4. PROGRAM DELIVERY: Company agrees to edit and deliver the First Special
by satellite in accordance with technical specifications and a delivery schedule
mutually agreed to by the parties. Running time on the First Special (including
commercial breaks) shall be 58:30 unless otherwise agreed between the parties.
-2-
5. COPYRIGHT OWNERSHIP: Company shall own and control in perpetuity the
copyright to the Program produced hereunder and shall be responsible for
copyright registrations thereof.
6. CREDIT: MAE shall receive appropriate distribution credit, the size and
placement of which shall be subject to Company's sole discretion.
7. DISTRIBUTION RIGHTS/STATION LICENSE AGREEMENTS: Subject to the
contingencies contained herein, Company grants to MAE exclusively the right to
distribute the Program for exhibition on broadcast television stations and
station groups in the Territory (hereinafter defined) in the English language.
The "Territory" in which MAE can exercise the exclusive license granted herein
shall be the fifty states of the United States and the District of Columbia. It
is expressly understood that all other rights with respect to the Program are
reserved to Company, including but not limited to, foreign rights, cable
television, DSS, DBS, pay television, in-flight, all home video, theatrical,
non-theatrical, education rights, merchandising, licensing and other ancillary
rights; provided, however, Company agrees that no Program episodes or Specials
(other than those licensed to MAE hereunder) shall be licensed by Company for
exploitation or distribution in any form of television in the Territory during
the term hereof, unless the parties mutually agree otherwise.
8. MAE FEES: In consideration of MAE's services rendered hereunder and so
long as each Special airs on television stations whose aggregate U.S. Television
household DMA coverage is at least Eighty Percent (80%) to Eighty-Five Percent
(85%) of all U.S. television households, Company shall pay MAE a flat fee in the
amount of twenty-five thousand dollars ($25,000.00) for the First Special
payable as follows:
a. $10,000.00 payable upon full execution of this Agreement,
b. $5,000.00 payable July 1, 2000,
c. $5,000.00 payable August 1, 2000, and
d. $5,000.00 payable September 1, 2000.
If Company produces the Second Special and/or the Third Special, Company shall
pay MAE a flat fee in the amount of twenty-five thousand dollars ($25,000.00)
for each such Special produced, according to payment schedules substantially
similar to the payment schedule in this paragraph 8 and the same adjustments in
paragraph 9 hereunder. MAE's fees hereunder shall be considered "all in" and MAE
shall have no other interest in Company's revenues derived from the Program.
-3-
9. FEE ADJUSTMENT: If the First Special (or the Second Special or Third
Special, if produced) airs on television stations whose aggregate U.S.
Television household DMA coverage is Seventy Percent (70%) to Seventy-Nine (79%)
of all U.S. television households, MAE's fees shall be reduced to twenty
thousand dollars ($20,000.00) for that Special. If the First Special (or the
Second or Third Special, if produced) airs on television stations whose
aggregate U.S. Television household DMA coverage is Eighty-Six Percent (86%) to
ninety Percent (90%) of all U.S. television households, MAE's fees shall be
increased to twenty-seven thousand five hundred dollars ($27,500.00) for that
Special. If the First Special (or the Second or Third Specials, if produced)
airs on television stations whose aggregate U.S. Television household DMA
coverage is Ninety (90%) or higher of all U.S. television households, MAE's fees
shall be increased to thirty thousand dollars ($30,000.00) for that Special.
10. STATION LICENSES: All station license agreements shall be subject to
Company's review and approval. Unless otherwise agreed by Company, all station
licenses shall contain a barter split of seven (7) minutes for the local
stations and seven (7) minutes for national sale for a grand total of fourteen
(14) commercial minutes per Special. The First Special shall have a broadcast
window beginning Monday, October 16, 2000 and a four-(4) week telecast window
for syndication from October 16, 2000 through Sunday, November 12, 2000. MAE
agrees to give stations a two-week window from October 16, 2000 and to only
extend the broadcast window when necessary subject to Company's approval.
Subject to the terms of paragraph 3 above, MAE may pre-sell the Second Special
and the Third Special to the stations as a package with the First Special.
11. SPECIFIC UNDERTAKINGS OF MAE:
a. To develop a sales piece to include all pertinent sales points
and show details to be submitted for Company's input and final
approval. Also, to develop the program announcement sales
piece(s).
b. MAE shall assume the costs of dubbing of Program sales demos
tapes, mailings, phones and faxes as part of its fees paid by
Company.
c. MAE shall also develop the initial press release with
Company's input and approval announcing the Specials, and MAE
shall service the appropriate industry trade publications.
d. MAE, at its discretion and in conjunction with Company's
salespersons, shall draft initial sponsorship packages, which
shall include advertising on both the Website and Program
television telecasts.
12. SPECIFIC UNDERTAKINGS OF COMPANY: To be responsible for any advertising
sales fees, Xxxxxxx or like measurement, physical satellite distribution, any
newly produced
-4-
sales materials and/or trade ads, the Program sales demo tape,
and on-air promos. Company's expenses for such expenses shall be recoupable out
of advertising revenues.
13. FORCE MAJEURE: Company shall be released from its obligations hereunder
in the event that governmental regulations or conditions arising out of a state
of national emergency or war, or causes beyond the control of Company render
performance by Company hereunder impossible. The release of obligations under
this paragraph shall be limited to a delay in time for Company to meet its
obligations for a period not to exceed six (6) weeks, and if there is any
failure to meet such obligations after that period, MAE shall have the absolute
right to terminate this Agreement upon thirty (30) days notice in writing. Such
notice of termination shall become effective if Company does not completely
remedy the violation within the same thirty-day period.
14. NOTICES: All notices to be given to the parties shall be as follows:
If to Company:
Next Big Star, LLC
0000 Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
If to MAE:
Xxxx Xxxxxxx Entertainment, Inc.
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
15. WAIVER, MODIFICATION, ETC.: No waiver, modification or cancellation of
any term or condition of this Agreement shall be effective unless executed in
writing by the party charged therewith. No written waiver shall excuse the
performance of any act other than those specifically referred to therein.
16. NO PARTNERSHIP: This Agreement does not constitute and shall not be
construed as constituting an agency, a partnership or joint venture between
Company and MAE. Neither party hereto shall hold itself out contrary to the
terms of this paragraph, and neither party shall become liable for any
representation, act or omission of the other contrary to the provisions hereof.
This contract shall not be deemed to give any right or remedy to any third party
whatsoever unless said right or remedy is specifically granted by Company in
writing to such third party.
-5-
17. GOVERNING LAW: This Agreement shall be deemed to have been made in, and
shall be construed in accordance with the laws of the State of Florida, and its
validity, construction, interpretation and legal effect shall be governed by the
laws of the State of Florida, applicable to contracts entered into and performed
entirely therein, venue for any disputes under this Agreement shall be Orange
County, Florida.
18. MISCELLANEOUS: This Agreement sets forth the entire understanding of
the parties hereto relating to the subject matter hereof. No modification,
amendment, waiver, termination or discharge of this Agreement, or of any of the
terms or provisions hereof shall be binding upon either party hereto unless
confirmed by a written instrument signed by both parties. No waiver by Company
or MAE of any term or provision of this contract or of any default hereunder
shall affect the other's respective rights thereafter to enforce such term or
provision or to exercise any right or remedy in the event of any other default
whether or not similar. If any provision of this Agreement shall be held void,
voidable, invalid, or inoperative, no other provision of this Agreement shall be
affected as a result thereof, and, accordingly, the remaining provisions of this
Agreement shall remain in full force and effect as though such void, voidable,
invalid, or inoperative provision had not been contained herein. Except as
otherwise provided in this contract, all rights and remedies herein or otherwise
shall be cumulative and none of them shall be in limitation of any other right
or remedy. This contract shall not be effective until signed by a duly
authorized officer of Company and countersigned by a duly authorized officer of
MAE.
ACCEPTED AND AGREED TO:
XXXX XXXXXXX ENTERTAINMENT, INC. NEXT BIG STAR, LLC
"MAE" "Company"
By:_____________________________ By:_____________________________
Its:____________________________ Its:____________________________
Dated:__________________________ Dated:__________________________
