Exhibit 10.3
XxxxxxxXxxxxx.xxx Agreement
THIS AGREEMENT is made this 2nd day of April, 2001
BETWEEN:
Xxxxxxxxxxxxxxx.xx Distribution Ltd., a company duly incorporated
under the laws of the Province of British Columbia, with an office
at 000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, X.X. X0X 0X0
("Producer")
OF THE FIRST PART
AND:
Xxxxxxx Xxxxxxxxx, an individual resident in the Province of
British Columbia ("Player")
OF THE SECOND PART
WHEREAS:
A. Producer is producing an episodic video Series tentatively entitled
FASHIONFREAKZ (the "Series") and an interactive website tentatively
entitled XXXXXXXXXXXXX.XXX (the "Website").
B. Producer wishes to utilize the services of Player in connection with
the Series and the Website.
ACCORDINGLY, IT IS AGREED AS FOLLOWS:
1. PHOTOPLAY, ROLE AND SALARY: Producer hereby engages Player to render
services such in the role of the hostess for the Series and the Website
for the amount of CDN$100 per episode (each 5 minute episode). Player
accepts such engagement as an independent contractor upon the terms
herein specified. Player shall receive payment within two weeks of
shooting each episode for which she is on set during principal
photography.
2. TERM: The term of employment hereunder shall begin on or about March
11, 2001 and shall continue for as long as Producer continues to
producer the Series and the Website.
3. PLAYER'S ADDRESS: All notices which Producer is required to or may
desire to give to Player may be given by mailing the same addressed to
Player at the address listed at the end of this agreement, or such
notice may be given to Player personally, either orally or in writing.
4. PLAYER'S TELEPHONE: Player must keep Producer advised as to where
Player may be reached by telephone without unreasonable delay. The
current telephone number of Player is listed at the end of this
agreement.
5. TRANSPORTATION, EXPENSES AND ACCOMODATION: Producer shall furnish
Player with travel and accommodation where the production location at
of the Series is outside of Player's city of residence.
6. MARKETING AND PROMOTIONS: Producer shall have the right to make
advertisements, promotional films and other media for the purpose of
marketing and promoting the Series and the Website and to utilize the
results and proceeds of Player's services therein. Player agrees to
render such services for said promotions during the term of this
agreement as Producer may request and Player further agrees to use by
Producer of film clips and behind-the-scenes shots in which Player
appears in such promotional materials.
7. CREDIT: Provided that Player is not in breach of any term of this
agreement, Producer shall accord Player a credit in the back titles of
the Picture as follows: "Host Xxxxxxxx played by Xxxxxxx Xxxxxxxxx" or
such other credit as Producer and Player agree to in writing. On
episodes which Player does her own wardrobe and makeup, Producer shall
accord Player a credit in the back titles of the Picture as follows:
"Makeup and Wardrobe of Xxxxxxxx by Xxxxxxx Xxxxxxxxx". There shall be
no obligation to accord Player credit in paid advertising or publicity,
although Producer may from time to time elect, in its sole discretion,
to accord Player such credit. Producer shall exert its reasonable and
best efforts to require any distributor of the Series to comply with
the foregoing credit obligations. Any casual or inadvertent failure of
Producer or its assignees or licensees to comply with the foregoing
credit provisions shall not constitute a material breach of this
agreement and Producer shall exert its reasonable best efforts to cure
any such failure upon receipt of written notice from Player.
8. NAME AND LIKENESS: Player grants to Producer and its assignees and
licensees the perpetual, non-exclusive right and license to use and to
permit other to use and reproduce Player's name, pseudonym, sobriquet,
photograph, likeness, voice, caricature, biographical data, sound
effects, signature and performances rendered hereunder on and in
connection with:
a) all advertising and publicity related to the Series and
the Website, the general business activities of Producer
and distributors and exhibitors of the Series and the
Website, the character and role portrayed by Player in
the Picture, all incidental services rendered by Player
and all other services which Player may render pursuant
to the provisions of this agreement including, without
limitation, in trailers and promotional films or videos
relating to the Picture (including featurettes, "behind
the scenes" and "making of" Series), souvenir programs
and booklets, press books, merchandise, comic books,
features on the website in any format, dolls, games,
interactive features, dress up books, interactive online
games, posters and any advertising and materials and
accessories used in connection with the distribution,
publicity and advertising of the Series and the Website;
b) commercial tie-ups and promotions and the manufacturing,
distribution and sale of any product, commodity or
service which is based upon, developed or created from
any part of the Series or the Website, the role or the
screenplay thereof, or any other plot, character,
incident, object or element contained in the Series or
the Website.
9. RESULTS AND PROCEEDS OF SERVICE: Producer shall own al results and
proceeds of Player's services hereunder, whether such rights results
and proceeds consist of literary, dramatic, musical, motion picture,
mechanical or any other forms of works, themes, ideas, compositions,
creations or production, including all intellectual property rights
thereof and shall have rights. Player hereby expressly waives any moral
rights or "droit morale" in and to any material created by or
contributed to the Series or the Website by Player including all of
Player's performance including but not limited to the right to add to,
subtract from, arrange, revise, adapt, rearrange, make variations of
the property, to translate the same into any and all languages, change
the sequence, change the characters and the descriptions thereof
contained in the property, and to change the title of the same, record
and photocopy the same with or without sound (including spoken words,
dialogue and music synchronously recorded), use this title or any of
its components in connection with works or motion pictures wholly or
partially independent of said property, and to use all or any part of
the property in new version, adaption and sequels in any and all
languages, to fictionalize persons or events including Player and to
obtain copyright therein throughout the world, and Player does assign
and transfer to Producer in perpetuity to the fullest extent permitted
by law all the foregoing without reservation, condition, or
limitations, and no right of any kind, nature or description is
reserved by Player. Nothing contained herein shall obligate Producer to
use any results and proceeds of Player's services hereunder in or in
connection with the Series and Producer and its assignees and
licensees, at their sole election, may refrain from exercising any or
all rights granted by Player herein entirely, or from time to time, or
in particular media or territories, without incurring liability of any
kind to Player.
10. EXCLUSIVITY: Player agrees not to act on-screen for any Internet series
during her employment pursuant to this agreement and for a period of
one year after termination of her employment with Producer.
11. INCLUSIVE PAYMENTS: All prior payments and consideration to Player
shall be deemed to be equitable and inclusive remuneration for all
services rendered by Player in connection with the Series or the
Website and are being paid by way of a complete buy-out of all rights
granted to Producer hereunder an no further sums shall be payable to
Player by Producer by reason of the exploitation of the Series and the
Website and all results and all proceeds of Player's services rendered
hereunder in any and all media throughout the universe pursuant to any
collective bargaining agreement, if any, or otherwise, by way of
residuals, repeat fees, pension contributions, or any other monies
whatsoever.
12. NO INJUNCTION: Player acknowledges and agrees that if at any time
Producer or its assignees or licensees are alleged to be in breach or
default of any provision of this agreement, the sole remedy of Player
with respect to such breach or default shall be limited to a claim for
money damages in an action at law an neither Player nor any party
claiming in the place of or through Player shall be entitled to rescind
or terminate this agreement or to apply for, obtain or enforce any
injunctive, equitable or other relief of any nature whatsoever which
would in any manner prohibit, prevent, restrict, impede, delay, or
otherwise interfere with the complete and unfettered exercise by
Producer and its assignees and licensees of all rights and licenses
granted herein including the production, distribution, advertising and
general exploitation of the Series and the Website and all elements and
rights therein.
13. ASSIGNMENT: Producer shall have the right to assign this agreement and
any of the rights granted herein, in whole or in part, to any person,
firm, corporation or entity and nothing contained herein shall imply
anything to the contrary.
14. FURTHER DOCUMENTS: Player undertakes and agrees to execute, deliver and
acknowledge such further documents, instruments and assurances as may
be reasonably required in order to carry out and implement fully the
terms of this agreement.
15. BINDING ON ESTATE: this agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
successors, administrators and permitted assigns.
16. NO LIMIT ON RIGHTS: Termination of this agreement or of Player's
services rendered, for any reason whatsoever, shall not extinguish or
limit any of Producer's rights, interests or property in, or title to,
the results and proceeds of Player's services.
AGREED TO AND ACCEPTED:
/s/ Xxxxxxx Xxxxxxxxx (signature)
------------------------------------
Xxxxxxx Xxxxxxxxx ("Player")
AGREED TO AND ACCEPTED:
Xxxxxxxxxxxxxxx.xx Distribution, Ltd.
By: /s/ Xxxxx Xxxxx (signature)
--------------------------------
Xxxxx X. Xxxxx, C.E.O.
