EXHIBIT 10.14
This Agreement is entered into by and between The Nostalgia Network, Inc.,
a Delaware corporation ("Customer"), 000 Xxxxxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx,
XX and Atlantic Video, Inc., ("AV"), a Delaware corporation, 000 Xxxxxxxxxxxxx
Xxxxxx, XX Xxxxxxxxxx, XX 00000, and is to be effective as of August 1, 1997.
This Agreement provides all the terms and conditions for services rendered by AV
to Customer at all times commencing on August 1, 1997 and incorporates by
reference the appended Schedules 1 through 8.
RECITAL
WHEREAS, AV and Customer desire to enter into an agreement for the
performance by AV of professional services in connection with activities being
conducted by Customer;
WHEREAS, AV and Customer agree and acknowledge that the provision of high
quality services are of critical importance to the operations of Customer;
Now, therefore, in consideration of the foregoing and of the mutual
promises and covenants contained herein the parties hereto agree as follows:
1. TERM: The term of this Agreement shall be for three years commencing on
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August 1, 1997 and continuing thereafter until and including July 31, 1999.
2. EXCLUSIVE SERVICE PROVIDER: This Agreement provides for two types of
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services: (1) broadcast television standard quality production and post-
production and (2) master control and satellite uplinking. Customer shall
use AV's services and facilities for Customer's master control, production
and post-production needs for video programming produced by (but not that
produced under contract for) Customer. Notwithstanding the foregoing,
Customer may, from time to time, use other service providers for its
production and post-production needs only under any one or more of the
following conditions:
(a) If AV does not offer studio space of a size, kind, or quality,
equipment, and/or personnel necessary to perform the services required
by Customer. If Customer determines that AV does not offer studio
space of a size, kind, or quality, equipment, and/or personnel
necessary to perform the services required by Customer , it will
notify AV of that fact and of the salient characteristics (including
price) of the studio space that it seeks. AV shall have three days
from receipt of such notice to propose the terms on which it is
willing to provide studio space for the proposed Customer production
with a description of the studio or studios that it proposes to use
for this purpose. Customer shall provide timely notice to AV of its
acceptance or rejection of such proposal.
(b) If Customer concludes for reasonable business, artistic or aesthetic
purposes, that production is required to be undertaken outside of the
Washington, D.C. area; or,
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(c) If Customer orders more than 100 duplicates of a video in the same
format, it will notify AV of that fact and AV may, within 3 days of
receipt of such notice, propose a price term for supplying the
duplicates. Customer shall provide timely notice to AV of its
acceptance or rejection of such proposal.
(d) It is understood by both parties that, occasionally and in some
circumstances, AV may be able to meet Customer's requirements only
through the provision of second shift production services
availabilities. Unless for reasonable business purposes, such
scheduling shall not be a condition for using service providers other
than AV.
3. COMPARABLE PRICES: AV shall supply services to Customer at prices, terms,
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and conditions at least as favorable as those provided to any of its top
ten clients (as measured by annual revenues -- measured on a rolling 12
month basis). AV shall provide, at Customer's reasonable request, and no
more than once per year, sufficient information for Customer to identify
that the prices, terms, and conditions for its provision of services to
Customer are consistent with this Agreement. Throughout the term of this
Agreement, AV will adjust the rates charged to Customer under the AV rate
card (Schedule 1) and paragraphs 6 - 20 of this Agreement, which ever is
applicable, to assure that the Customer rates are not higher than the rates
charged in the same time period to any of the top ten clients of AV for any
service reflected on the rate card, or in paragraphs 6 - 20 of this
Agreement. The parties recognize that there shall be some circumstances
where promotional rates for services of a limited duration are offered or
reduced to obtain new customers or where personnel or equipment would be
idle, which shall not be subject to this provision.
4. PERSONNEL/PERFORMANCE REVIEW: At any time during the term of this
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Agreement, Customer may give notice to AV that the performance of an AV
employee providing services to Customer is unsatisfactory. The notice
shall specify the factual basis for such dissatisfaction. On receipt of
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such notice, AV shall, at its sole discretion, either cure the deficiency
by correcting the employee's deficient performance or replace that employee
with another person.
5. MINIMUM MONTHLY PAYMENTS: On the last day of each month, Customer shall
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pay AV a minimum monthly payment (the "flat fee") of the monthly fixed
master control fee (as determined pursuant to paragraph 9.d. below) plus
$50,000. In the event that Customer does not use $50,000 worth of AV
production and post-production services during any month during the term of
this Agreement, AV shall credit Customer for the unused portion of the flat
fee The flat fee credit may only be used to pay for AV fees incurred that
exceed the flat fee within 12 months from the time of issuance. The flat
fee credit shall not exceed $75,000. at any time. .
6. SPECIAL DISCOUNT: In view of the expected volume of assignments, and in
order to resolve any and all outstanding claims and disputes so as to
maximize the mutually beneficial and cooperative relationship between the
parties, AV will provide to Customer a special discount of $55,856.00.
Customer shall pay the xxxxxxxx for July 1997 at the old
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contract rates. The discount identified herein shall be paid by AV to
Customer divided proportionately over a period of eighteen months beginning
in August 1997.
7. SERVICE SITE: All post production, production and library services will be
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provided by AV to Customer at AV's facilities located at 000 Xx. Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 or 000 Xxxxxxxxxxxxx Xxx. XX,
Xxxxxxxxxx, XX 00000. Master control and uplinking services will be
provided at AV's facility located at 000 Xx. Xxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxx 00000.
8. SCOPE OF WORK: AV shall provide Customer with broadcast television
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standard master control and uplink, production and post production services
necessary to receive, catalogue, quality check, edit, duplicate, store and
distribute audio, and video tapes for Customer as specified below.
9. MASTER CONTROL AND UPLINK:
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(a) UPLINK: AV shall provide to Customer uplink services that shall
include a 10 meter earth station with redundant transmitters (one hot and
one standby) with UPS backup power and a back up generator. The uplink
will have video and stereo output on two channels and output to Customer's
third audio subcarrier. The uplink will be available 24 hours per day/365
days per year. This fully redundant transmission system was installed in
August of 1996 and is made up of the highest quality current state of the
art components available. The uplink will receive regular maintenance as
specified by the manufacturer. AV represents and warrants that the
redundant properties and computerized monitoring of this uplink system will
protect against any potential malfunction. In the event of malfunction
that cannot be remedied through redundancy, AV will provide immediate
engineering assistance. In the event that a signal is unavailable for five
minutes or more (a "catastrophic failure"), AV will operate in accordance
with the attached disaster recovery plan appended as Schedule 2.
(b) MASTER CONTROL: AV shall provide Customer with a master control that
is manned and operated 24 hours a day 365 days per year. AV will provide
Customer with a fully automated master control system that will utilize an
Alamar automation system linked to one 3/4" machine, two 1" machines, two
Beta SP machines and two digital Beta machines and a computer controlled
server system capable of handling all of Customer's commercial and short
program requirements. In addition, the room will be equipped with a
character generator with sizable anti-aliased fonts, a switcher with simple
digital effects, and linear keying capabilities. Master control will have
stereo output on two channels with output to Customer's third audio
subcarrier. Master control also will have equipment with the ability to
insert silent cue tones for Customer's affiliates use of local avails.
Master control will be protected from power loss by UPS and generator. The
master control equipment will receive regular maintenance as specified by
the manufacturers; however, AV shall not be responsible for maintenance of
any customer owned equipment used in conjunction with the master control
system. In the event of malfunction of an individual machine, the system
shall remain operational by the utilization of other machines. In the
event of malfunction of the
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automation system, the Master Control shall continue to operate manually.
In the event of Catastrophic Failure, the disaster recovery plan procedures
appended as Schedule 2 will be put into effect.
(c) OTHER NECESSARY SERVICES, EQUIPMENT AND PHYSICAL SPACE: AV's
provision of Master Control and Uplink services shall be complete and fully
comply with the requirements of Schedule 3, VIDEOCIPHER@ II, SCRAMBLING
SYSTEM, SITE PREPARATION AND PHYSICAL REQUIREMENTS and Schedule 4,
VIDEOCIPHER@ II SECURITY REQUIREMENTS.
(d) MASTER CONTROL AND UPLINK RATES:
$43,000 per month
(1) The master control system described above will be ready for
service within six months of the execution of this Agreement or
sooner. Until that time AV will continue to provide master control
services out of the existing master control. The monthly rate for the
existing master control shall be $28,000. The Betacart will be
maintained until the server is fully functional.
10. EDITING: AV will provide Customer with post production services for
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promotions, editing of licensed product, special programs from existing
sources, and for original programming. AV will provide Customer with the
following analog edit suite packages.
(a) 3 - VTR EDIT:
1 - Edit Suite equipped with:
3 - VTR's 3/4", 1", D-2, Beta SP or Digital Beta
1 - Channel DVE
1 - Character Generator
1 - Still Store
(b) 4 - VTR EDIT:
1 - Edit Suite equipped with:
4 - VTR's 3/4", 1", D-2, Beta SP or Digital Beta
1 - Channel DVE
1 - Character Generator
1 - Still Store
11. EDITING RATES:
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(a) Unsupervised 3 - VTR $150.00 per hour
4 - VTR $175.00 per hour
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(b) NOTE: It is understood that the scheduling of unsupervised editing
sessions will be done at the discretion of AV staff. Unsupervised editing
sessions are not directed by a producer. Producers are welcome to sit in
and observe unsupervised sessions at any time. However, if the producer
begins to provide editorial direction to the editor, that portion of the
session shall be deemed supervised and charged at the applicable rate.
(c) Supervised 3 - VTR $200.00 per hour
4 - VTR $225.00 per hour
Charge for use of additional tape machines:
3/4" $25.00 each per hour
1" $40.00 each per hour
Beta SP $35.00 each per hour
D2 $50.00 each per hour
Digi Beta $50.00 per hour
When additional machines are added during an edit session in process, they
shall be billed at a one half hour minimum usage, and quarter hour
increments thereafter.
(d) In the above editing package a channel of DVE is included. Charges
for additional channels of DVE will be:
1 - Channel No charge
2 - Channels $75.00 per hour
3 - Channels $125.00 per hour
No additional charge for the use of ADAPTS will be assessed.
(e) Digital Editing $300.00 per hour for digital non-linear and 3-VTR
digital linear editing. Digital editing rates include
all necessary equipment.
(f) Avid Online Editing
1 Avid 4000 with AVR 75 or better
1 Beta SP
Editing $150.00 per hour
Digitizing $ 85.00 per hour
12. PRODUCTION SERVICES: AV will provide Customer production studio and
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equipment for the production of original shows. All production budgets
will be based upon then current rate card rates minus 35%.
13. DUPLICATION SERVICES AND TAPE STOCK: AV will provide duplication services
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to Customer for the following NTSC tape formats: VHS, S-VHS, 3/4", Beta
SP, digital Beta, 1", D2, and D-1. Special duplication rates have been
established for Customer and are presented in Schedule 5. AV will provide
Customer with all audio or video tape stock
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needed for the editing of Customer programming, promotional materials, and
duplication performed at AV. Special tape stock rates have been established
for Customer and are presented in Schedule 6.
14. LIBRARY:
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(a) AV will provide storage space for all programming and programming
materials for Customer within Customer's two existing tape vaults. One
vault will be used to store all master and programming materials and the
other to store all air copy and air copy programming materials. All tapes
received at AV will be catalogued, bar coded, and labeled immediately upon
arrival. Once in the hands of AV, the location of the tapes will be
continually tracked. This tracking will include the internal movement of
tapes from the library, edit suites, dub areas etc. Tapes that are shipped
from AV to other locations will be tracked until such time as AV receives
confirmation that they have arrived at the proper destination.
(b) This service will be provided at no charge exclusive of shipping
costs.
(c) The cataloging and bar coding system described above will be installed
immediately upon the execution of this contract.
15. SPECIAL PERSONNEL:
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(a) AV will designate a minimum of two staff positions that will have a
primary focus on the management and coordination of all services AV
provides to Customer. Although these two individuals will be AV employees,
their primary job responsibilities will be to look after the needs of
Customer. The titles and basic job responsibilities for these positions
are as follows:
(1) Project Manager
* Responsible for overall management of agreed upon services.
* Act as main contact regarding standard operating procedures
between production facility and network.
* Act as primary problem-solver for day to day issues that arise
* Meet with Customer staff on a regular basis to assess needs,
solve or prevent problems, etc.
* Coordinate special projects.
* Review all outgoing invoices.
(2) Librarian
* Maintain Customer library data base.
* Catalogue and track all tapes inside and outside the facility.
* Responsible to see that all tapes and materials are properly
labeled and that label information is complete and
accurate.
* Coordinate and Manage all shipping and receiving of tapes.
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* Provide Customer staff with current status and location
information for all tapes as needed.
(b) AV reserves the right to utilize the above employees in other
capacities, provided this does not detract from their ability to service
Customer.
(c) The personnel currently designated to perform these functions are
identified on Schedule 7.
16. OTHER SERVICE: AV will provide other services for the production of on-air
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promotional materials, affiliate marketing materials, the enhancement of
third party acquired programming that is flawed or of inferior quality, and
other maintenance items for the network. These services include, but are
not limited to: digital compositing, tape to tape color correction,
digital audio sweetening, studio production, etc. The rates offered to
Customer for some of these other services are as follows:
(a) DIGITAL COMPOSITING:
(b) AV will provide state of the art digital compositing featuring the
following equipment:
Quantel Hal Express
Rate: $330.00 per hour
(b) TAPE TO TAPE COLOR CORRECTION:
(1) AV will provide state of the art digital color correction and
noise reduction featuring the following equipment:
DaVinci Renaissance Color Correction System with Killovectors
Accom Noise Reduction System
(2) RATES:
One light transfer $150.00 per hour
Unsupervised Scene to Scene $200.00 per hour
Supervised Scene to Scene $250.00 per hour
(c) DIGITAL AUDIO SWEETENING:
(1) AV will provide state of the art digital audio sweetening and
editing featuring the following equipment:
AMS/Neve Logic 3
AMSJ/Neve Audiofile+
(2) Rates:
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Unsupervised loading $50.00 per hour
Unsupervised music/efx. search $50.00 per hour
Supervised music/efx. search $150.00 per hour
Sweetening/editing/lay back $150.00 per hour
Narration recording to Pix $125.00 per hour
Narration sync to Pix (ADR) $145.00 per hour
Xxxxx $40.00 per hour
Back Up $20.00 per hour
(d) QUALITY CONTROL:
At the option of Customer, AV will provide an incoming quality control
inspection of all specified audio and video materials for adherence to
technical standards. This will include: real time, beginning to end
monitoring, measurement of audio and video levels for discrepancies and
suitability for use, verification of all label information regarding title,
show and segment durations, and the completion of a report indicating the
parameters measured for each tape.
17. QUALITY CONTROL RATES:
Beta format $75.00 per hour
1" format $75.00 per hour
D2 format $100.00 per hour
D-1 format $140.00 per hour
Digital Beta $100.00 per hour
(a) All quality control work will be billed based upon actual time
spent performing quality checks. For example, a one hour tape will
likely take one and one quarter hours to `QC.' Problematic tapes may
take longer. Quality control shall be performed by AV at no charge to
Customer on all tapes produced by AV, or on which AV has performed
post-production services.
18. NON SPECIFIED RATES: ALL post production services not listed and
specifically priced above shall be offered to Customer at a discount price of
40% off of the AV rate card (Schedule 1).
19. LEXICON DUBBING: $200.00 per hour
(Includes two VTRs of any format, edit suite and lexicon)
20. EQUIPMENT MAINTENANCE AND REPAIR: See Schedule 8.
21. WARRANTIES: The parties hereto represent and warrant to each other as
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follows:
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(a) That it has the power to grant all rights granted herein,
including but not limited to all necessary literary, artistic, musical
and/or intellectual property rights, and is free to enter into and
fully perform this Agreement;
(b) That it has not entered and shall not enter into any arrangement
or agreement which will interfere or conflict with the rights granted
to each other hereunder;
(c) That the exercise of rights granted herein will not infringe on
any rights of any third party, including but not limited to copyright
trademark, unfair competition, contract, defamation, privacy or
publicity rights; and
(d) That, as of the date of this Agreement, it is in compliance with
all material terms of the Agreement.
22. RELEASE: In return for the agreements, duties, responsibilities,
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representations, and warranties embodied in this Agreement, the parties
hereby release any and all claims or possible claims against each other,
whether known or unknown, arising prior to the date of this Agreement.
23. INDEMNITY: AV and Customer, their parent and associated companies, their
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directors, officers, employees, and agents, the sponsor or sponsors, and
the television exhibitors, indemnify one another against any and all
liability, damages, cost or expenses (including reasonable attorneys' fees)
arising from any claims, demands or actions for libel, slander; violation
of the right of privacy, or infringement of copyright or other rights
arising out of the breach of any of the representations and warranties in
this Agreement. The indemnifying party, upon notice of a claim covered by
this indemnification shall provide a defense to that claim and shall have
the right to enter into reasonable settlement of that claim. This
indemnification shall survive the termination of this Agreement.
24. OWNERSHIP OF MATERIAL:
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(a) Any and all literary or artistic materials that Customer furnishes to
AV, or that may have been developed with AV's cooperation or contribution
in the course of the performance of AV's duties, shall remain Customer's
sole property;
(b) AV agrees and acknowledges that, for purposes of copyright law, (but
not for tax or any other purpose), that all of the works produced by it
under this Agreement are works made for hire for Customer.
(c) In the event that any work created under this Agreement is found not
to be works for hire, then AV agrees to assign and transfer the full
copyright in that work to Customer for good and valuable consideration,
receipt of which AV hereby acknowledges, and to effectuate such assignment,
AV hereby grants Customer a limited, but irrevocable, power of attorney to
perfect the conveyance of those rights.
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25. NOTICES: All notices required or permitted by this Agreement shall be
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given in writing addressed to the parties as specified in this paragraph
24. Either party may by notice given as aforesaid specify another address
for the giving of notices. A notice given is effective on receipt:
To: The Nostalgia Network, Inc. To: Atlantic Video, Inc.
000 Xxxxxxxxxxxxx Xxx., XX 000 Xxxxxxxxxxxxx Xxx., XX
Xxxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx Attn: Xxxxxxxx Xxxxxx
26. CONFIDENTIALITY:
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(a) Except as directed by Customer, AV will not use, publish or otherwise
disclose either during or after any work with Customer any unpublished,
proprietary, or confidential information or secret relating to Customer;
the conduct of Customer's business and operation; the materials, apparatus,
processes, formulae, plans and methods used in the manufacture and/or
marketing of Customer's products or services; the products themselves, or
improvements or possible new uses for such products; or any proprietary
information or products of others to which AV has access in the course of
working with Customer. When AV's work with Customer ceases, AV will return
all Customer property and will not, without Customer's prior written
consent, retain, take or use any prices, formula, drawing, plan, model,
software, writing, or other record relating to the above. AV acknowledges
that any information relating to Customer's future business plans and
patent applications and the information contained therein that it may
receive are part of Customer's proprietary, confidential and secret
information and will be treated in accordance with this paragraph.
(b) Except as directed by AV, Customer will not use, publish or otherwise
disclose either during or after any work with AV any unpublished,
proprietary, or confidential information or secret relating to AV; the
conduct of AV's business and operation; the materials, apparatus,
processes, formulae, plans and methods used in the manufacture and/or
marketing of AV's products or services; the products themselves, or
improvements or possible new uses for such products; or any proprietary
information or products of others to which Customer has access in the
course of working with AV. When AV's work with Customer ceases, Customer
will return all AV property and will not, without AV's prior written
consent, retain, take or use any prices, formula, drawing, plan, model,
software, writing, or other record relating to the above. Customer
acknowledges that any information relating to AV's future business plans
and patent applications and the information contained therein that it may
receive are part of AV's proprietary, confidential and secret information
and will be treated in accordance with this paragraph.
27. ASSIGNMENT: For the purpose of engaging third party production of
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programming for Customer, Customer may transfer, assign, license or lend
this Agreement, all or any part of its rights hereunder, to any person;
provided, however, that such assignment shall not relieve Customer of its
obligations hereunder. This Agreement shall insure to the benefit
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of Customer, its successors and assignees. Customer shall notify AV on a
timely basis of any such transfer, assignment, license or loan of this
Agreement.
28. TERMINATION: If either party defaults in the performance of any provision
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of this Agreement, then the non-defaulting party may give written notice to
the defaulting party that if the default is not cured within thirty (30)
days, the Agreement will be terminated. This notice shall serve
concurrently as the notice required under paragraph 34 of this Agreement
and shall begin the time period required to schedule a Resolution Meeting.
Said notice shall specify the provision in default. Any termination of
this Agreement shall require delivery of a signed and dated written Notice
of Termination.
29. ENTIRE AGREEMENT: This Agreement is complete and embodies the parties'
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entire understanding. Neither party has made any representations,
warranties or undertaking that are not expressly set forth herein. This
Agreement supersedes and nullifies any Agreements whether written or oral
previously made by the parties.
30. SEVERABILITY: The provisions of this Agreement shall be deemed severable,
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and the invalidity or unenforceability of any one or more of the provisions
hereof shall not affect the validity or enforceability of the other
provisions hereof. Moreover, to the extent that the enforcement of any
provision of this Agreement may be governed by its reasonableness, if any
such provision is found unenforceable by the courts or arbitrator
interpreting such provision, such provision shall be deemed amended so as
to permit its enforcement to the extent deemed reasonable.
31. PERSONAL PROPERTY: Customer acknowledges that many AV clients, their
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agents and affiliates will be present at the facilities where services are
to be provided. Because of AV's limited control over such persons,
Customer specifically releases AV from any and all claims of lost or stolen
personal property belonging to Customer employees.
32. SUCCESSORS AND ASSIGNS: This Agreement and the covenants, agreements, and
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obligations contained within shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
Any assignment shall not release the original parties from their respective
obligations hereunder.
33. FORCE MAJEURE: Neither AV nor Customer shall be liable for failure to
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perform their respective obligations hereunder if such failure is by reason
of an act of God, labor dispute, fire, flood, or similar such cause beyond
its control. In the case of such force majeure, the party precluded from
performing its obligations hereunder must attempt to secure reasonable
substitute performance. In AV's case, reasonable substitute performance
would include temporarily securing reasonably comparable services for
Customer at a reasonably comparable production facility. In the case such
reasonable substitute performance cannot be obtained, this Agreement may be
terminated without further liability to either party.
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34. DISPUTE RESOLUTION:
(a) The parties to this Agreement shall use their best efforts to resolve
any disputes concerning their respective performance under this Agreement
through open and cooperative discussion in the normal course of business,
and in the spirit of comity.
(b) Arbitration shall be the final remedy for disputes arising under this
contract, and shall be conducted in accordance with the rules of the
American Arbitration Association, including the procedures for selecting an
arbitrator, provided, however, that: (i) the parties contemplate only
limited discovery, which shall be permitted only where and to the extent
the arbitrator finds it necessary to the fair resolution of the dispute;
(ii) the arbitrator shall be authorized to determine the party responsible
for payment of attorneys' fees and costs: and (iii) the arbitrator shall
have the authority only to enforce the legal and contractual rights of the
parties and shall not add to, modify, disregard, or refuse to enforce any
contractual rights. The decision of the arbitrator shall be final and may
be enforceable in any court of competent jurisdiction. Notwithstanding the
foregoing, provisional equitable relief may be sought in a court of
competent jurisdiction.
(c) A party claiming to be aggrieved under this Agreement shall furnish to
the other party notice of its intent to move to arbitration in a written
statement identifying its grievance and the relief requested or proposed at
least thirty days prior to commencement of arbitration proceedings. The
Parties acknowledge and agree that this notice shall be provided
contemporaneously to the 144 Committee of Customer's Board of Directors.
35. MISCELLANEOUS PROVISIONS:
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35.1 Time for performance by the parties hereunder is of the essence.
35.2 Nothing contained in this Agreement shall be construed so as to
require the commission of any act contrary to law, and wherever there
is any conflict between any provision of this Agreement and any
present or future, statute, law, ordinance or regulation under which
the parties have no legal right to contract, the latter shall
prevail, but in such event the provision of this Agreement affected
shall be curtailed and limited only to the extent necessary to bring
it within the requirements of the law.
35.3 This Agreement is not subject to any terms or conditions of any
collective bargaining agreement.
35.4 This Agreement in all respects shall be subject to the laws of the
District of Columbia relating to agreements executed and wholly
performed within the territorial limits of such jurisdiction.
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35.5 This Agreement (including the attachments incorporated into it) may
be modified only by a writing signed by both parties.
35.6 The section headings herein are included for reference only and shall
not be used in interpreting the text of the sections in which they
appear.
35.7 If either party to this Agreement commences any action against the
other arising out of or in connection with this Agreement, the
prevailing party shall be entitled to attorneys' fees and costs and
expenses of said action.
35.8 Each person executing this Agreement on behalf of a party represents
and warrants that he or she is duly authorized to do so and is able
to bind such party to the terms hereof.
35.9 The provisions of this Agreement shall be enforceable notwithstanding
the existence of any claim or cause of action by one party herein
against the other whether predicated on this Agreement or otherwise.
35.10 Any conduct by the parties hereto evidencing an agreement at
variance with the express terms of this Agreement shall not
constitute a waiver of the terms expressed herein and no action
taken by a party, or any failure to act when a right to act is
available under the Agreement shall be deemed a waiver of any future
right to enforce the Agreement.
IN WITNESS WHEREOF, the parties hereby execute this Agreement.
The Nostalgia Network, Inc. Atlantic Video Inc.
000 Xxxxxxxxxxxxx Xxxxxx XX 000 Xxxxxxxxxxxxx Xxxxxx XX
Xxxxxxxxxx, XX 00000 Xxxxxxxxxx, XX 00000
By: ___________________________ By: ___________________________
Name: _________________________ Name: _________________________
Title: ________________________ Title: ________________________
Dated: ________________________ Dated: ________________________
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