EXHIBIT 6.35
As of November 17, 1999
1st Mr. Inc.
c/o Total Film Group Inc.
0000 Xxxxxxxx Xxxx., Xxxxx #000
Xxxxxxx Xxxxx, XX 00000
Attn: Xxxxxx Xxxxx
Re: "MY FIRST MISTER"
Gentlemen:
This letter confirms the agreement between Paramount Classics ("PC"), a
division of Paramount Pictures Corporation, and 1st Mr. Inc. ("Producer") in
connection with the motion picture currently entitled "MY FIRST MISTER" (the
"Picture"). The material terms and conditions are as follows:
1. Conditions Precedent: PC shall have no obligation under this Agreement
until PC has received (in form and substance satisfactory to PC) and
approved the complete chain-of- title for the Picture. The parties
shall have no obligations under this Agreement with respect to the
Picture, if Producer does not complete the Picture.
2. Territory: United States and Canada (excluding French language rights
in Canada), as customarily defined by PC, all on a fully-crossed basis.
For avoidance of doubt, PC shall have the right to distribute the
English language version of the Picture throughout Canada.
3. Term: 17 years. PC shall have a first negotiation on all post-term
distribution and other rights granted to PC.
4. Rights: Subject to the reserved rights and the terms hereof, Producer
hereby grants to PC exclusively, during the Term in the Territory, all
rights of every kind, in and relating to the Picture including, without
limitation, the exclusive right to distribute, exhibit, reissue,
advertise, promote or otherwise exploit the Picture, in all media
(other than non- theatrical), in all versions and all languages, by any
and every means and devices now known or hereafter devised. Producer
hereby grants PC a first position security interest in the Picture to
secure PC's rights subject to customary financier requirements.
Producer shall sign appropriate documentation to further evidence the
above.
Remake, sequel, and television production rights are reserved to
Producer, and no such rights shall be exploited prior to the expiration
of two (2) years after the initial general theatrical release of the
Picture in the Territory. Non-theatrical, soundtrack album, music
publishing, print publishing, and merchandising rights are reserved to
Producer. PC shall have a right of first negotiation with respect to
merchandising rights. If no agreement is reached within 15 business
days after PC receives a notice from Producer that it intends to
dispose the merchandising rights, Producer shall be free to negotiate
elsewhere with respect to the merchandising rights.
5. Advance/P&A: For avoidance of doubt, Producer is entitled to no advance
and no funding of P&A. Producer shall provide up to Ten Million Dollars
($10,000,000) in P&A. If PC is required to expend any P&A sums to be
provided by Producer hereunder, Producer shall advance such sums to PC,
in accordance with a mutually agreed upon schedule, for each Picture.
Provided that Producer provides the P&A, PC shall have the obligation
to release the Picture theatrically in accordance with the P&A provided
by Producer. PC shall efforts to release the Picture in all other
media.
6. Distribution Fees: Continuing 12 1/2% fee for theatrical,
home video,
Continuing 15% fee for all forms of
television;
7. Application of Gross Receipts: PC shall receive, on a continuing basis,
its distribution fee, and its distribution costs (including video costs
and Residual payments), all in accordance with PC's customary
definition. Thereafter, the balance of proceeds shall be remitted to
Producer. PC shall have the right to incur reasonable and customary
direct (but not overhead) distribution costs, including video costs,
but not including P&A costs, without the approval of Producer.
8. Delivery: Producer shall provide PC with delivery (satisfactory to PC)
of those Mandatory Delivery Items specified in the delivery schedule
attached hereto on or before a date to be mutually approved by both
parties (the "Mandatory Delivery Date"). Producer shall provide PC with
delivery (satisfactory to PC) of the balance of the items, including
documents, specified in the delivery schedule attached hereto on or
before a date to be mutually approved by both parties. In order to
assist PC in preparing marketing materials for the Picture, Producer
shall use reasonable efforts to provide PC with access to any materials
requested by PC before the Mandatory Delivery Date.
9. Home Video: One hundred percent (100%) of revenues received by PC (or
its home video subsidiary) in connection with the home video
exploitation of the Picture shall be included in the gross receipts of
the Picture and such revenues shall be subject to the Distribution Fee
as set forth in Paragraph 6 above. Producer shall have mutual approval
with PC as to the home video release, campaign, and budget.
10. Participations and Residuals: Producer shall be responsible for all
third party participations and deferments. PC shall advance collective
bargaining payments and guild and union residuals (collectively
"Residuals") in the Territory during the Term, provided Producer
advises PC in writing with all information necessary to make such
Residual payments prior to delivery of the Picture to PC. PC shall be
entitled to recoup any such Residual payments as distribution costs
under Paragraph 7. With respect to such Residual payments and provided
that Producer has provided PC with the information as set forth above,
PC shall sign customary guild distributor assumption agreements.
11. Picture Elements: The Picture, as delivered, shall have a running time
between 85-120 minutes, shall not exceed a "R" rating, and shall
substantially conform to the screenplays reviewed by Xxxx Xxxxxx and
Xxxxx Xxxxxxxxxx.
12. Marketing Materials/Media Buy: Producer shall directly place the media
buys through Western Media in consultation with PC. Producer, through
Total Creative, Inc., shall create the marketing materials for the
Picture, in consultation with PC. Producer may (but shall not be
obligated to) purchase prints through PC, and if it purchases prints
through PC, it shall receive the benefits of PC pricing and rebates to
the extent such priding and rebates are made available to other
producers which are wholly financing production and providing all
domestic P&A.
13. Budget Minimums: The aggregate all-in "Negative Cost" (i.e., the total
of all amounts paid to bona fide third parties for the financing and
production of the motion picture) of the Picture shall not be less than
Seven Million Dollars ($7,000,000).
14. Cutting and Editing. Provided that the Picture is delivered to PC in
accordance with Paragraph 11 of this Agreement, PC shall have the right
to cut or edit the Picture only to cause the Picture to comply with
standards and practices (broadcast, airline and otherwise), commercial
breaks, potential or actual legal claims, censorship, rating (as set
forth above), television, non-theatrical and panning and scanning
requirements in the Territory. With respect to such cuts or edits,
subject to PC's release exigencies and budgetary requirements, the
director of the Picture ("Director") shall be given the first
opportunity to physically make such cuts or edits, provided that
Director notifies PC within five (5) business days after receipt of
PC's notice that Director is ready, willing and able to make the
required cuts or edits as and when required by PC. PC shall use
reasonable efforts to notify its third party licensees of the foregoing
cutting and editing rights; provided that no third party failure nor
any casual or inadvertent failure by PC to comply with the immediately
preceding sentence shall constitute a breach or default of this
Agreement.
15. Holdbacks: Producer shall comply with PC's customary holdbacks,
including without limitation, with respect to Mexican and
French-language Canadian pay, free, and basic television.
16. Option on Next Picture: PC shall have the exclusive, irrevocable option
to distribute the next motion picture produced by Producer (or any
subsidiary of Producer) which Producer intends to release on a
rent-a-system basis, on the terms set forth herein. Such option may be
exercisable not later than seventy-two hours after Producer submits the
screenplay to PC.
17. Representations and Warranties: Producer represents and warrants that
it has the full right, power and authority to enter into this agreement
and to grant PC all the Rights herein granted.
18. Short Form Assignment: Producer shall deliver to PC the Short Form
Assignment, attached hereto and incorporated herein, signed and
notarized on its behalf.
19. Further Agreements: PC agrees to enter into customary bank/other
financier and completion bond documentation, subject to PC' s
reasonable and customary requirements in connection therewith. PC shall
act in good faith and in a timely manner so as not to frustrate
Producer's timely financing arrangements. The balance of the terms
applicable to this agreement shall be negotiated in good faith in
accordance with PC's customary parameters. Unless or until execution of
the Binding Term Sheet, this letter agreement shall be the final and
binding understanding between the parties and shall be governed by the
laws of the state of California, U.S., as though it had been fully
negotiated and signed in that jurisdiction.
Best regards.
Sincerely,
/s/ Xxxxx Xxxxx, on behalf of,
Paramount Classics, a division of Paramount Pictures Corporation
ACCEPTED AND AGREED:
1st Mr. Inc
By: /s/ Xxxxxx Xxxxx
Its: President
SHORT FORM ASSIGNMENT
As of November 17, 1999
KNOW ALL MEN BY THESE PRESENTS that, pursuant to and subject to an agreement
("Agreement") dated November 17, 1999 between Paramount Classics, a division
of Paramount Pictures Corporation ("PC") and 1st Mr. Inc. ("Producer"), the
following shall apply with respect to that certain motion picture presently
entitled "MY FIRST MISTER" (the "Picture").
Subject to the terms of the aforesaid Agreement, and for good and valuable
consideration, receipt of which is hereby acknowledged, Producer hereby
irrevocably grants and assigns to PC, its successors and assigns, for the
"Term" (as defined in the Agreement) and throughout the "PC Territory" (as
defined in the Agreement) under copyright (including all extended and renewal
terms thereof), and without limitation, the sole and exclusive distribution
rights in and to the Picture and all other exploitation rights, other than
the reserved rights as specified in the Agreement, with respect thereto, in
any and all media and by any and all means (whether now known or hereafter
devised), subject to and in accordance with all of the terms and conditions
of said Agreement.
1st Mr. Inc.
By: /s/ Xxxxxx Xxxxx
Its: President
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On Nov. 17, 1999, before me, Xxxxxxxxx Xxx, a Notary Public,
personall appeared Xxxxxx Xxxxx.
X personally known to me, OR
proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to the within instrument,
and acknowledged that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s) or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and seal.
/s/ Xxxxxxxxx Xxxx Xxx
Signature of Notary
OPTIONAL SECTION:
CAPACITY CLAIMED BY SIGNER:
__ Individual __ Trustee
__ Corporate Officer(s) __ Guardian/Conservator
__ Partner(s) __ Other
__ Attorney-in-fact
SIGNER IS REPRESENTING:
(Self or name of person(s) or entity[ies])
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This certificate must be attached TITLE OF DOCUMENT
to the document described at right: ----------------------
NUMBER OF PAGES
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DATE OF DOCUMENT
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SIGNER(S) OTHER THAN
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NAMED ABOVE
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DELIVERY SCHEDULE
Schedule of delivery items under agreement (the "Agreement") dated as of
November 1 7, 1999 between PARAMOUNT CLASSICS ("PC"), a division of Paramount
Pictures Corporation, a Delaware corporation and 1st Mr. Inc. ("Producer"),
relating to the proposed feature-length theatrical motion picture entitled
"MY FIRST MISTER" (the "Picture"). The items below marked with an asterisk
are Mandatory Delivery Items and must be delivered to PC on or before the
Mandatory Delivery Date as set forth in the Agreement.
A. If the picture shall be in standard color:
1. Original Picture and Soundtrack Negative (Deliver to
Post Production):
* (a) Original Picture Negative: The original first-class
completely edited color 35mm picture negative, fully
timed (access to which is guaranteed by a laboratory
letter in the form attached to the Agreement as
Exhibit "C", subject only to the changes, if any,
that may be mutually agreed upon in writing after
good faith negotiations, shall be deemed satisfactory
delivery of this item); and
* (b) Original Optical Soundtrack Negative: Access to the
original and delivery of one copy of a first-class
completely edited 35mm synchronizing optical
soundtrack negative (including combined dialogue,
sound effects and music) on estar base stock made
from the original magnetic soundtrack described in
Paragraph 5 below (access to which is guaranteed by a
laboratory letter in the form attached to the
Agreement as Exhibit "C" shall be deemed satisfactory
delivery of this item).
The elements listed in subparagraphs (a) and (b) above are to
be without scratches or injury, so that clear first-class
composite positive prints can be made therefrom in order to
properly exhibit and perform the Picture, and in order to
properly reproduce the recorded sound of the Picture and the
musical compositions included in the score thereof in
synchronism with the photographic action of the Picture.
* 2. Interpositive (Deliver to Post Production):
One technically first class 35mm interpositive of the Picture.
The Interpositives shall be fully cut, main and end titled,
edited and assembled and conformed in all respects to the
composite answer print, and original negative. The
Interpositive must be manufactured in first generation from
the original picture negative after the answer print has been
manufactured. The interpositive to be exact duplicate of
Original Negative.
* 3. Internegative (Deliver to Post Production):
One technically first class 35mm Estar Internegatives of the
Picture, made from the first generation Interpositive
manufactured from the original negative, from which positive
release prints of the Picture can be struck.
The internegative to be struck from Item A2.
* 4. Check Print (Deliver to Post Production):
One complete, final, technically first class composite 35mm
prints of the Picture, fully color corrected to release print
standards fully cut, main and end titled, edited, scored and
assembled and conformed in all respects to the answer print.
The check print will be struck from Items A3 and A4.
5. Intentionally Deleted.
* 6. Answer Print (Deliver to Post Production):
A first-class completely edited 35mm composite answer print
from the original negative, fully timed and color-corrected,
made from the items in Paragraphs 1(a) and (b) above.
* 7. Textless Backgrounds & Overlays: Titles and Texted Scenes
(Deliver to Post Production):
Delivery of the master negative, a corresponding daily print,
and one (1) set of first-class completely edited color 35mm
Interpositives (or fine grains if the Picture is produced in
black-and-white) made from the original camera Negative of the
following:
(a) If the titles are shot over the Picture (i.e., not if
they are shot over black) all main title and end
title textless backgrounds, without lettering; and
(b) If the titles are shot over the Picture (i.e., not if
they are shot over black) textless backgrounds,
without lettering of any forewords and/or other
scenes carrying superimposed titles.
* 8. Original Magnetic Soundtrack (Deliver to Post
Production):
Access to the original and delivery of one copy of the
original monaural master track (whether the Picture is
recorded using a monaural or stereo format) on 35mm magnetic
film on which are recorded three separate signals, one
including all dialogue, one including all sound effects and
one including all music, each in synchronization with the
others and all in synchronization with the Original Picture
Negative (described in Paragraph A.1.(a) above.
If the Picture is (or shall be) recorded in four or six track
stereo, in addition to the above monaural split dialogue,
music, effects master, the following items must also be
delivered (all items must be in synchronization with the
Original Picture Negative):
(a) Access to the original and delivery of one copy of
the final 35mm magnetic two track stereo matrixed
Print Master and if there is a digital mix, then
delivery of the 6 track digital print master;
(b) Access to the final 35mm magnetic four track or six
track stereo dialogue stem;
(c) Access to the final 35mm magnetic four track or six
track stereo music stem;
(d) Access to the final 35mm four track or six track
stereo sound effects stem; and
(e) Access to the original and delivery of one copy of
the final 35mm four and two track music and effects
stereo master, formatted with music and effects
married into the left, center, right and surround
channels and if there is a digital mix, then delivery
of the 6 track digital music and effects master.
* 9. Video Elements (Deliver to Post Production):
(a) Either
(i) A first-class Dl format videotape in
525/NTSC of the final version of the Picture
which shall be either the original film to
tape transfer master or a first generation
dub from such master in the following
formats: Full Frame, Letterbox (in the same
aspect ratio as the original Theatrical
presentation), and 16X9 (in the same aspect
ratio as the original Theatrical
presentation.
The audio for the above referenced NTSC and
PAL masters should be as follows:
Channel 1 -- English Composite Stereo Left
Channel 2 -- English Composite Stereo Right
Channel 3 -- Fully Filled Music and Effects
Stereo Left
Channel 4 -- Fully Filled Music and Effects
Stereo Right
All video masters must have drop frame
timecode with the program starting at
01:00:00:00. All master tapes must have one
minute of color bars and 1000 Hz. tone, ten
seconds of slate indicating the
name and date of the production, the running
length and whether the textless elements
(see below) are included at the end of the
program. Technically, the program must
adhere to SMPTE specifications.
or
(ii) A first-class high definition D5 format
videotape of the final version of the
picture which shall be either the original
film to tape transfer master or a first
generation dub from such master in the
following formats: 4X3 Full Frame and 16x9
(in the same aspect ratio as the original
theatrical presentation)
The audio for the above referenced D5
masters should be as follows:
Channel 1 -- English Composite Stereo Left
Channel 2 -- English Composite Stereo Right
Channel 3 -- Fully Filled Music and Effects
Stereo Left
Channel 4 -- Fully Filled Music and Effects
Stereo Right
All video masters must be recorded at 59.94.
All master tapes must have one minute of
color bars and 1000 Hz. tone, ten seconds of
slate indicating the name and date of the
production, the running length and whether
the textless elements (see below) are
included at the end of the program.
Technically, the program must adhere to
SMPTE specifications.
(b) Either together with Item 9(a), or separately, a
first-class videotape in the identical format as
supplied under Item 9(a) containing the textless
backgrounds of the Main and End titles of the Picture
as well as textless backgrounds for any other scenes
over which subtitles, location titles, or other
printing appears in the final version of the Picture.
(c) One copy of the final Master Video Technical
Evaluation report as created by any pre-approved lab
for each video master delivered. Should the
evaluation prove that any of the master videotapes
are not of acceptable quality, it is the producer's
responsibility to repair any faults listed on the
evaluation report. This evaluation report must be
submitted prior to final acceptance. If there are any
faults not corrected, a written explanation
accompanying the evaluation must be accepted by PC.
10. Subtitling Disk and Spotting List for English Subtitles
(Deliver to Post Production):
If the Picture is not an English language picture, one
subtitling disk and spotting list for English subtitles.
Access to any available French and/or Spanish subtitles.
11. Cutting Materials (Deliver to Post Production):
(a) Intentionally deleted.
(b) Intentionally deleted.
(c) Trims and Outtakes: Access to all unused takes and
trims and all other film picture and soundtrack
material produced for or used in the process of
preparing the Picture, whether or not actually used
in the Picture. All such material is to be stored by
PC, on its own behalf, until such time as PC deems
its usefulness to have expired, whereupon PC will
either destroy the unused material or will return the
unused material to Producer, at Producer's option.
(d) T.V. Coverage: Access to one copy of original audio
recordings of replacement dialogue ("TV ADR"),
recorded by the original cast, to be used for the
replacement of profane language which exists in the
final soundtrack of the Picture, to be delivered to
PC on 1/4-inch audiotape or on magnetic film; also,
any alternate TV picture coverage photographed for
inclusion in re-edited censored versions of the
Picture, to be delivered on 35mm original negative,
corresponding 35mm daily prints and corresponding
1/4-inch or magnetic film audio. TV coverage is to be
sufficient to enable PC to meet applicable commercial
broadcast standards.
(e) Editor's Script Notes ("Lined Script"): A copy of the
final shooting script, marked with slate and take
numbers used in photographing each script scene,
indicating the portion of each script scene covered
by each slate and take number, with notations as to
camera movement, lens used, etc.).
(f) Intentionally Deleted.
12. List of Scenes for Stock Footage (Deliver to Post
Production):
If any stock footage is used for either Picture, delivery of a
list of all scenes and legal contracts explaining all rights
and uses of such footage.
* 13. Music Masters/Tracks/Dubbing Set-Up Sheets:
(a) If applicable, if the Agreement to which this
Schedule is attached provides for PC ownership and/or
control of any soundtrack phonorecord rights,
delivery of an original and a 1st generation copy of
uncut original multitrack music masters in the form
in which they were recorded or, at
PC's election, a first generation copy thereof of
selected takes of each musical sequence of the
Picture, regardless of whether such selected takes
are in the Picture; if PC does not have ownership
and/or control of any soundtrack phonorecord rights,
PC shall have access to such uncut original
multitrack music matters (Deliver to Music
Department);
(b) If applicable, access to synchronized magnetic tracks
of music, sound effects and dialogue, as set up for
dubbing (Deliver to Post Production);
(c) Intentionally deleted.
(d) Copies of music dubbing set-up sheets (i.e., all "cue
sheets" and music logs) (Deliver to Music
Department).
All music recorded in connection with the Picture but not
delivered under this paragraph must be delivered under
Paragraph 14 below.
* 14. Music Score/Music Cue Sheets (Deliver to Music
Department):
(a) If applicable, one (1) copy of the manuscript of the
music score, and (if reasonably requested by PC)
access to the original manuscript of the music score,
if PC acquires any copyright and/or administration of
any music publication rights, otherwise a copy; and
(b) One (1) copy of the cue sheet of the music recorded
and included in the Picture (by reel position,
sequence titles, &/or by titles of compositions,
including the timing, use, composer and publisher on
each piece of music).
* 15. Final Shooting Script (Deliver to Post Production):
One (1) copy of the final shooting script of the
Picture.
16. Combined Continuity/Spotting Script (Deliver to Post
Production)
One (1) copy of the Dialogue Cutting Continuity, being an
accurate transcript of dialogue and description of action of
the Picture as finally edited for release, conforming to the
format of release scripts used by PC, from which such scripts
may be printed.
* 17. Stills (Deliver to Advertising and Publicity):
Access to all approved original black and white negatives and
color transparencies, suitable for use in the preparation of
advertising, exploitation and publicity material for the
Picture.
* 18. Trailer Materials (Deliver to Post Production):
(a) Intentionally deleted.
(b) Intentionally deleted.
(c) 1/4" analog and/or DAT copy of entire music score
including any songs written and produced for the
Picture, and trailers thereof if original music; A
3/4" analog and/or DAT copy of the entire music score
of the Picture; and
(d) Intentionally deleted.
B. Intentionally deleted.
C. Miscellaneous:
1. Wherever the words "negative(s)", "print(s)" or any other
words referring to any facilities or materials, shall appear
in this Agreement such words shall be deemed to include both
photographic and magnetic film.
2. In positive composite release prints, no A-reel shall exceed
nine hundred fifty (950) linear feet, exclusive of leaders,
and no B-reel shall exceed nine hundred sixty (960) linear
feet, exclusive of leaders, and no combination of units to be
mounted on one (I) standard two thousand (2,000) foot reel
shall exceed one thousand nine hundred fifty (1 ,950) linear
feet, including leaders.
3. Whenever PC requires access to elements, it also has the right
to remove the elements to a facility of its own choosing upon
reasonable notice for a period of not more than thirty days.
D. Other Delivery Items:
The following items are to be delivered on or before signature of the
Agreement to which this Exhibit is attached:
1. One copy of the PC-approved shooting script, signed by
Producer (Deliver to Post Production).
2. Two (2) duplicate originals (duly notarized) of the Short Form
Assignment (in the form attached to the Agreement as Exhibit
"B" and incorporated herein by this reference) (Deliver to
Legal Department). The following items are to be delivered on
or before the Delivery Date:
* 3. A list of the names and addresses of all laboratories used and
to be used for production and post-production of the Picture
(including without limitation sound labs, optical labs,
special effects labs, etc.), and a list of all physical
elements of the Picture in the possession of each such
laboratory and all other information as set forth in Exhibit
"DS-l" which is attached hereto and incorporated herein by
this reference (Deliver to Post Production);
4. A complete list, verified as true and accurate by Producer, of
all actors (including stuntmen, on camera singers, airplane
pilots and puppeteers), screenplay writers, composers,
musicians, orchestrators, copyists, master recording
producers, directors and other personnel appearing in or
rendering services in connection with the Picture in respect
of whom residual payments will be payable under collective
bargaining agreements in connection with such services
(Deliver to Legal Department), together with:
(a) their respective social security numbers, addresses,
W-4 and INS Form 1-9 information and industry-man
numbers;
(b) their respective individual cash compensation (not
including living or travel expenses) and evidence of
payment in full;
(c) for all actors, the number of days worked or
guaranteed, whichever is greater;
(d) the total amount of all compensation paid to each
class or group of personnel;
(e) a statement as to whether or not each such person is
subject to any union, guild or federation agreement
to which Producer is a party and the name of such
union, guild or federation, along with evidence, to
the extent applicable, that such persons were
employed and fully paid at not less than union, guild
or federation scale; and
(f) any other information with respect to such personnel
which PC may require, including but not limited to
information regarding deferred compensation and
percentage of gross receipts or net profits payable
to any particular person or persons.
5. All agreements and written documents relating to the
acquisition of all rights (and reflecting a complete chain of
title) in connection with the Picture (including without
limitation Certificates of Authorship relating to the story
and screenplay) are to be delivered to PC concurrently with
the signing of this agreement, if not heretofore so delivered
(Deliver to Legal Department);
6. Intentionally deleted.
7. All agreements and other documents relating to music rights
(and evidence of payment in full with respect to all such
documents), including without limitation all
composer/songwriter agreements; recording artist/master
recording producer agreements; copies of any applicable union
or guild agreements and session reports; Day Player Vocalists
Agreements; master use licenses; synchronization and
performing licenses; film clips (including music soundtrack
portions thereof); Certificates of Authorship; and phonorecord
agreement if done by Producer (Deliver to Music Department);
8. Access to (and copies of, upon PC's request) all other
agreements and documents relating to the Picture; e.g.,
employment agreements, clearances, releases and location
agreements (and evidence of payment in full with respect
thereto) (Deliver to Legal Department);
9. Agreements (or certified credit excerpts therefrom) in
connection with all personnel connected with the Picture who
are entitled to screen and/or advertising credits, a separate
statement summarizing all screen and advertising credits in
such form and containing such information as PC may require,
and a hard copy of the on-screen credits (main and end titled)
(Deliver to Legal Department);
10. If applicable, evidence that an IATSE Seal (or other similar
seal) is required and may appear in the screen credits of the
Picture and that all guild personnel were employed and fully
paid at not less than applicable guild scale (Deliver to Legal
Department);
11. Intentionally deleted.
12. Documents assigning to PC all of Producer's rights, if any, in
and to the MPAA title registration (Deliver to Legal
Department);
13. Intentionally deleted.
14. If applicable, if the United States tax laws are amended to
make the following provisions applicable to the Picture, and
at PC's reasonable request: Pursuant to the requirements of
Section 48(k) of the United States Internal Revenue Code of 1
986, as amended ("Code"), two (2) copies of a statement signed
by Producer addressed to the District Director, Internal
Revenue Service, 1 00 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx,
00000, which contains the following information or any other
information which PC may reasonably require (Deliver to Legal
Department):
(a) a statement describing the nature and amount of each
item incurred in producing the Picture qualifying as
United States production costs within the meaning of
Internal Revenue Code Section 48(k);
(b) a statement specifying the nature and purchase price
of any "part" within the meaning of Treas. Reg.
Section 1 .48-8(a)1 of the Picture sold prior to PC's
acquisition of its interest in the Picture, or an
acknowledgment that PC's acquisition of its
qualifying ownership interest preceded the sale of
any other "part" of the Picture to other parties; and
(c) an acknowledgment that the Picture was not placed in
service prior to PC's acquisition of its ownership
interest.
Notwithstanding the foregoing, nothing in this Paragraph shall
be construed to permit Producer to exploit the Picture (or any
part thereof) as set forth in this Paragraph unless the
Agreement to which this exhibit is attached expressly permits
such exploitation by Producer;
15. Certificates of insurance and a copy of the errors & omissions
insurance policy, as may be required by the Agreement to which
this Delivery Schedule is attached (Deliver to Legal
Department).
16. If applicable, documents evidencing termination of any
security interest(s) affecting PC's rights (Deliver to Legal
Department).
E. Place of Delivery:
1. Delivery of the Picture shall consist of (i) Producer making
physical delivery, at the sole cost and expense of Producer,
of the items required be delivered to PC as set forth herein
or (ii) Producer providing access to those items to which PC
requires access as set forth herein, which such access is
guaranteed by a laboratory letter in the form attached to the
Agreement as Exhibit "C", subject only to the changes, if any,
that may be mutually agreed upon in writing after good faith
negotiations. Delivery shall be made to such locations as
hereinafter designated or as PC shall designate. Delivery of
the Picture shall be accompanied by a list showing which items
are in which containers. The Legal Department must be copied
on all transmittal letters for Delivery Items.
A. "Post Production:" Paramount Classics, 0000 Xxxxxxx
Xxxxxx, Xxxxxxxxx, XX 00000, Attn: Georgian
Theodoris.
B. "Advertising and Publicity:" Paramount Classics, 0000
Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, Attn: Georgian
Theodoris.
C. "Legal Department:" Motion Picture Legal, 0000
Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, Attn: Xxxxx
Xxxxxx.
D. "Music Department;" 0000 Xxxxxxx Xxxxxx, Xxxxxxxxx,
XX 00000, Attn: Xxxxx Xxxxxxxx.
2. All delivery items under this schedule shall be delivered in
form and substance (both technically and for technical
aesthetics) satisfactory to PC, in its sole judgment, and
delivery thereof shall not be deemed complete with respect to
each such item until PC has received all of the foregoing in
accordance herewith.
EXHIBIT "DS-l"
1. NAME OF PICTURE:
------------------------------------------------------
2. ORIGINAL FORMAT: (Circle as Applicable)
(a) 35mm (b) 16mm
(c) Super35mm (d) Superl6mm (e) Other
3. PROJECTION FORMAT: (Circle as Applicable)
(a) Color (b) Black & White
4. GAUGE: (Circle as Applicable)
(a) 35mm (b) 16mm
5. ASPECT RATIO: (Circle as Applicable)
(a) 1:1:33 (b) 1:1:66
(c) 1:1:85 (d) 1:2:35, scope
6. OPTICAL SOUND FORMAT: (Circle as Applicable)
(a) Mono (b) Dolby A
(c) Dolby SR (d) Dolby Digital (SRD) (e) Other
7. RUNNING TIME:
---------------------------------------------------------
8. FILM STOCK: (Circle as Applicable)
(a) Xxxxxxx Kodak (b) Fuji
(c) Agfa (d) Other
9. FILM LAB:
-------------------------------------------------------------
10. SOUND LAB:
------------------------------------------------------------
11. SUBTITLING COMPANY(if applicable):
------------------------------------
12. OTHER TECHNICAL SPECIFICATIONS:
---------------------------------------
13. MONTH AND YEAR OF COMPLETION:
-----------------------------------------
14. DATE AND PLACE OF FIRST PERFORMANCE:
----------------------------------
15. PRIOR FILM FESTIVALS:
-------------------------------------------------
16. FOREIGN AND/OR DOMESTIC SALES REPRESENTATIVE:
-------------------------
EXHIBIT "C"
TO:
-----------------------
Re: "MY FIRST MISTER"
Laboratory Agreement
To Whom It May Concern:
The undersigned, 1st Mr. Inc. ("Producer") the producer of the
motion picture described herein has granted Paramount Classics, a division of
Paramount Pictures Corporation, ("PC") under agreement dated as of November
17, 1999 (the "Agreement"), certain rights, title and interest in and to the
feature motion picture tentatively entitled "MY FIRST MISTER" (the "Picture")
as more specifically provided and subject to the terms of said Agreement.
Producer has arranged to send or will be sending to you ("Laboratory")
certain negatives, prints, soundtracks, and other properties and materials
(hereinafter called "Picture Property") in connection with or relating to the
above Picture which, when accepted by Laboratory, shall be held by Laboratory
in the name of Producer as bailee for PC and Producer.
1. From the date upon which the Picture Property is delivered to
Laboratory, Producer does hereby appoint Laboratory as bailee of such
property and such Picture Property as may come into Laboratory's possession
thereafter, and Laboratory does hereby agree to act as such bailee in
accordance with the terms and conditions herein provided.
2. Laboratory does hereby agree to retain and hold in its Laboratory
located at ________________________ all of the Picture Property in the name
of and for the sole and exclusive use of PC and to hold and dispose of same
pursuant to PC's orders and instructions. Laboratory shall keep the original
negatives of the Picture in film vaults separate from and at a reasonable
distance from protective duplicating materials (whether protective master,
fine grains, duplicate negatives or otherwise) to afford protection against
any loss or damage, whether by fire or other disaster or otherwise.
Laboratory shall keep PC and Producer advised in writing of the actual
location of the film vaults at Laboratory's premises where all such Picture
Property is kept, including advice as to separate film vaults utilized by
Laboratory for the original negatives and protective materials as aforesaid.
3. Except as set forth in Paragraph 4 below, Laboratory shall not
permit anyone other than PC to have access to and/or remove the Picture
Property, shall not remove the Picture Property and shall not fill any orders
with respect to the Picture Property except for PC.
4. All materials and services which Laboratory may supply or furnish
to Producer are to be paid for solely by Producer, and PC shall not be
concerned with or responsible for any credit arrangements which Laboratory
may make with Producer. Moreover, Laboratory agrees not to look and will not
look to PC nor assert any claim or lien, statutory or otherwise, against PC
or PC's property or the Picture Property held by Laboratory by reason of any
work, labor, service or
material which Laboratory performs or furnishes to Producer or for any
obligation of Producer. All materials and services which Laboratory may
supply or furnish to PC are to be paid for solely by PC, and Producer shall
not be concerned with or responsible for any credit arrangements which
Laboratory may make with PC. Moreover, Laboratory agrees not to look and will
not look to Producer nor assert any claim or lien, statutory or otherwise,
against Producer or Producer's property or the Picture Property held by
Laboratory by any reason of work, labor, service or material which Laboratory
performs or furnishes to PC for any obligation of PC.
5. Nothing herein contained shall be deemed or construed to affect
or impair any of the obligations of the parties hereto to each other under
any other agreements between the parties hereto.
6. The agreements and authorizations contained in this letter shall
be irrevocable from the date hereof, and Laboratory is hereby authorized to
act on same.
Very truly yours,
1ST MR. INC.
By:
Its:
AGREED TO:
[LABORATORY]
By
----------------------------
Its
PARAMOUNT CLASSICS, a division of PARAMOUNT PICTURES CORPORATION
By
----------------------------
Its
