DISTRIBUTION AGREEMENT
Agreement dated this day of September, 1999 by and between Premier
Classic Art, Inc., a Delaware Corporation ("PCA") whose address is 0000 Xxxxxxxx
Xxxx, Xxxxxxxxxx, XX 00000 and Royal Animated Art, Inc., ("Royal") a, California
whose address is 000 Xxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx
00000.
W I T N E S S E T H
WHEREAS, Royal has the right to reproduce, as animation art and/or
comic strip lithographs, numerous animation and comic strip images and
characters, (the "property"), as more particularly described herein);
WHEREAS, Royal desires to grant to PCA the non-exclusive right to
purchase from Royal various forms of the Property as described herein, and PCA
desires to acquire the right to make such purchases;
NOW THEREFORE, subject to the mutual rights and obligations set forth
herein, the parties agree as follows:
1. Royal hereby grants to PCA the non-exclusive right to purchase and
market reproductions in the forms described below, or in such additional forms
as shall be mutually agreed upon, of the Property to which Royal now has or
hereafter acquires reproduction rights, directly or through affiliates. Such
forms shall include hand painted animated cels, seri-cels which are mechanically
reproduced by use of silk screen process, chromo-cels which use offset printing,
and/or lithographic reproductions and comic strip lithographs.
2. The Property as defined herein shall include all animation art and
comic strip lithographs, which Royal now has (as set forth in Schedule A) or
hereafter acquires reproduction rights to.
3. The rights granted to PCA hereunder shall be subject to such
restrictions and limitations as are contained in the agreements under which
Royal acquired such rights, and to the approval of Royal over whether and how
many reproductions of each particular Property should be sold to PCA. Such
approvals shall not be unreasonably withheld.
4. PCA shall pay to Royal for Art purchased by and delivered to PCA, a
percentage of Royal's suggested Wholesale and/or Retail price, as shall be
applicable as follows:
(a) Fifty percent (50%) o\f Royal's suggested Retail price, when PCA
sells direct to the ultimate consumer;
(b) Twenty-five percent (25%) of Royal's suggested retail price,
when PCA sells to wholesalers. distributors, retailers, and/or other middlemen.
Royal's suggested retail price shall be determined, from time to
time, in Royal's sole discretion and shall be predicated on the images selected,
Royal's underlying rights and Royal agreements, the method of reproduction
utilized (i.e., original hand painted or mechanically reproduced), the size of
the edition, and the quantity ordered.
Royal's prices to PCA, however, shall be in accord with Royal's
prices to its most favorable customers.
It is understood that prices may vary from time to time.
5. Payment for the purchase of the Art shall be as follows: (a) Fifty
percent (50%) of the price per order shall be paid simultaneously with the
submission of the written purchase order;
(b) Fifty percent (50%) of the price for each purchase order shall
be paid upon delivery to PCA, plus appropriate shipping and handling costs (all
orders F.O.B. Chatsworth, Ca.).
6. The terms of this agreement shall be three years. Royal agrees to
renew this agreement for an additional period of two years, upon the same terms
and conditions, at the written request of PCA, provided Xxxxxx Xxxx is actively
associated with Royal, In the event that, after the expiration of three years,
Xxxxxx Xxxx shall no longer be actively associated with Royal, he shall agree to
use his best efforts to introduce PCA to the copyright owners.
7. Any and all claims or disputes that may arise under this agreement
shall be submitted for determination by Arbitration under the rules of the
American Arbitration Association. Unless otherwise mutually agreed by the
parties, if the claim is made by PCA, the hearing shall be held in Los Angeles.
IN WITNESS WHEREOF, the parties have made and signed this Agreement on
the date indicated above.
ROYAL ANIMATED ART, INC.
By:____________________________
Xxxxxx Xxxx, President
PREMIER CLASSIC ART, INC.
Agreed and accepted
for purposes of By:____________________________
Paragraph 6 Xxxxxxx X. Xxxxx
-------------------------
Xxxxxx Xxxx
SCHEDULE A
400,000 Original Hand-Painted on acetate consisting of a mixture
of 12 Field (approx. 12" x 10") and Pan Cels (approx. 36" x 10").
Animation Production Cels (cels) selected from and used on the
following programs:
1. Real Ghostbusters/Slimer approx 75,000
2. Ewoks (Star Wars) approx 75,000
3. He-Man, Master of the Universe approx 75,000
4. She-Ra, Princess of Power approx 75,000
5. Bravestar approx 45,000
6. Flash Xxxxxx approx 10,000
7. Xxxxxx Xxxxxx'x Bedtime Stories approx 10,000
8. Beethoven approx 5,000
9. Back to the Future approx 10,000
10. Miscellaneous approx 20,000
The total number of "cels" shall be 400,000, however, the number from each of
the titles may vary slightly.
Schedule A
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Properties Available for Distribution
-------------------------------------
Title Code Licensee Expiration Date
Orphan Xxxxx AA/CS Tribune Media July 31, 2000
Xxxx Xxxxx AA/CS Tribune Media Right to extend
Xxxxx & the Pirates AA/CS Tribune Media on good faith
Xxxxxx Xxxxx AA/CS Tribune Media negotiations
Xxxxxx Xxxxxx AA/CS Tribune Media
Xxxx AA/CS Tribune Media
Blondie AA/CS/3D King Features December 31, 1999
Barney Google AA/CS/3D King Features Right to extend 2 yrs.
Bringing Up Father AA/CS/3D King Features i. e., 12/31/02
Katzenjammer Kids AA/CS/3D King Features "
Mandrake Magician AA/CS/3D King Features "
Phantom AA/CS/3D King Features "
Beetle Xxxxxx XX/CS/3D King Features "
Xxxxxx Xxxxxxx AA/CS/3D King Features "
Hi and Xxxx AA/CS/3D King Features "
Marvin AA/CS/3D King Features "
Xxxxx Boop AA/CS/3D King Features "
Popeye AA/CS/3D King Features "
Xxxxxx Xxxxx AA/CS/3D King Features "
Xxxxx 3DCS Tribune Media Aug. 1, 2002
Xxxx Xxxxx 3DCS Tribune Media "
Mixed Media 3DCS Tribune Media "
Mother Goose &
Xxxxx 3DCS Tribune Media "
Motley's Crew 3DCS Tribune Media "
Broomhilda 3DCS Tribune Media "
Shoe 3DCS Tribune Media "
Xxxxx 3DPF Tribune Media Aug. 1, 2002
Shoe 3DPF Tribune Media "
Xxxx Xxxxx 3DPF Tribune Media "
Schedule A cont.
----------------
Properties Available for Distribution
-------------------------------------
Title Code Licensee Expiration Date
Fat Albert AA Filmation Month to Month
Fabulous Funnies AA Filmation "
Heckle and Jeckle AA Filmation "
Lassie AA Filmation "
Lone Ranger AA Filmation "
Snow White Christmas AA Filmation "
Pinnochio AA Filmation "
Journey Back To Oz AA Filmation "
Archie AA Filmation "
Xxxxxxx AA Filmation "
He-Man AA Filmation "
She-Ra AA Filmation "
Ghostbusters AA Filmation "
Bravestar AA Filmation "
Young Sentinals AA Filmation "
Mission Magic AA Filmation "
Xxxxxx Twist AA Filmation "
Black Starr AA Filmation "
Hero Mgh AA Filmation "
Groovie Goolies AA Filmation "
Treasure Island AA Filmation "
Xxxxx Xxxxx AA Filmation "
Quakula AA Filmation "
Xxxx Xxxxxx AA Filmation "
Mush AA Filmation "
Fraidy Cat AA Filmation "
Wacky Packy AA Filmation "
Waldo Kitty AA Filmation "
Schedule A cont.
Properties Available for Distribution
Title Code Licensee Expiration Date
Star Trek AA Viacom July 31, 2000
Xxxxx Xxxxx AA Viacom July 31, 2000
Happy Days AA Viacom July 31, 2000
Mighty Mouse AA Viacom July 31, 2000
Heckle & Jeckle AA Viacom July 31, 2000
Alley Oop AA/CS United Media December 31, 2000
Xxxxx & Sluggo AA/CS United Media
Xxxxx Xxxxx, Xx. XX Xxxxxx Licensing December 31, 2000
Pinnochio AA/Lithos Xxx Xxxxxxxx December 31, 2000
My Favorite Martian AA Xxxx Xxxxxxx TV December 31, 2003
Xxxxxxx Reindeer AA/Lithos GoodTime Ent. December 31, 1999
Note:
AA= Animation Art
CS=Comic Strips
Litho=Lithographs
3DCS=3 D Comic Strips
3DPF=3 D Picture Frames
