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EXHIBIT 10.11
[National Syndications Inc. Letterhead]
August 7, 1998
Xx. Xxxxxx Xxxxx
Realm Productions & Entertainment
0000 X. 00xx Xxxxxx
Xxxxxxxxx, XX 00000
Dear Xxxxxx:
We are pleased to be able to market your video, HOWDY XXXXX (5 VOLUME SET). Our
terms are as follows:
NSI PRICE: $21.00 5 volumes
Please sign and return this letter along with the attached Standard
Indemnification/ Warranty Agreement to my attention via fax (000-000-0000) as
soon as possible.
Thank you for your cooperation.
Sincerely,
Xxxxx Xxxxxxxx
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Your Agreement Date
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[National Syndications Inc. Letterhead]
STANDARD INDEMNIFICATION AND WARRANTY AGREEMENT
Between:
NATIONAL SYNDICATIONS, INC. and REALM PRODUCTIONS & ENTERTAINMENT
000 Xxxxx Xxxxxx 0000 X. 00xx Xxxxxx
New York, NY 10001 Hollywood, FL 33020
("NSI") ("VENDOR")
Regarding NSI's sale of the following "Video" supplied by the Vendor:
HOWDY XXXXX (5 VOLUME SET)
In order to induce NSI to purchase and sell the Video, NSI and the Vendor agree
as follows with respect to the Video:
1. The Vendor represents and warrants to NSI that (i) the purchase by
NSI of the Video from the Vendor; (ii) the distribution and sale of the Video by
NSI; or (iii) the advertising, marketing, promotion or sale of the Video by NSI
along or together with all or a portion of the information, photographs or other
materials (collectively, "Material") supplied by or through the Vendor or it's
sources, will not violate or infringe any copyright, patent, right of privacy or
publicity, trademark, service mark or related right, or contract or proprietary
right of any kind or nature of any third party, including, without limitation,
the manufacturer of the Video (if the Vendor is not the manufacturer thereof) or
violate any federal or state statute or regulation affecting such Video. The
Vendor further represents and warrants that the Video is free from defects in
workmanship; is merchantable and fit for the purpose intended; and poses no
safety or health hazard to users of the Video. The Vendor additionally
represents and warrants that the Vendor has all necessary rights and authority
to enter into this Agreement with NSI and to grant to NSI the right to
advertise, market, distribute, sell and use the Video and the Material.
2. The Vendor shall indemnify, defend and hold harmless NSI against any
and all liability, loss, damage, cost, expense and attorneys fees which NSI may
incur or be required to pay as a result of or arising out of the inaccuracy or
breach by the Vendor of the representations and warranties set forth herein.
3. The representations, warranties, and indemnities contained in this
agreement shall be continuing representations, warranties and indemnities and
shall remain in full
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force and effect notwithstanding the termination of the rights of NSI to sell
the Video and shall extend to licensees and sublicensees of NSI and to
wholesalers, retailers, and users of the Video.
4. If any claim, action, suit or proceeding (an "Action") is brought
against NSI which is covered by this Agreement, and of which NSI has actual
knowledge, NSI shall give notice of the Action to the Vendor. Such notice shall
be given in any event not more than thirty (30) days after NSI knows of such
Action; provided, however, that the failure to give such notice shall not affect
the Vendor's obligations hereunder except to the extent such failure materially
prejudices the rights of the Vendor to defend such action. Upon receipt of such
notice, the Vendor, at it's own expense, shall defend against such Action by
counsel of it's choosing (subject to NSI's approval, which shall not
unreasonably be withheld) and take all such steps as may be necessary or proper
to prevent the obtaining of a judgement against NSI; provided, however, that in
any such notice or on 30 days' written notice during the pending of such action,
NSI may elect to defend against such Action, at the Vendor's expense, by counsel
of NSI's choosing, if Vendor does not diligently defend continuity; or in the
event that Vendor does diligently defend with continuity, NSI may join in such
defense at NSI's own expense.
5. Any notice required or permitted hereunder shall be in writing and
shall be delivered personally or sent certified mail, return receipt requested,
and shall be addressed as follows:
If to Realm Productions & Entertainment
0000 X. 00xx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxx;
If to National Syndications Inc.
000 Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx XX 00000
Attention: Xxxx Xxxxxx, VP;
or to such other party or address as either party shall notify the other in
writing.
6. This agreement shall be governed by, and construed in accordance
with, the internal laws of the state of New York, without regard to conflict of
law principles. If there is any dispute with respect to the interpretation of
this agreement or the rights and obligations of any of the parties hereto, the
same shall be decided in a civil action brought in the United States District
Court for the Southern District of New York or if such Court lacks subject
matter jurisdiction, in the Supreme Court of the State of New York, County of
New York. Each party waives the right to object to the jurisdiction or venue of
any such Courts or to claim that such Courts are an inconvenient forum. Service
of process in any such proceeding may be served as provided in Paragraph 5.
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IN WITNESS WHEREOF, the parties have executed this Agreement on this
13th day of August, 1998.
NATIONAL SYNDICATIONS INC. REALM PRODUCTION &
ENTERTAINMENT, INC.
By: By:
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Xxxx Xxxxxx Xxxxxx Xxxxx
Senior Vice President Vice President
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