Exhibit 6(b)(ii)(1)
[LETTERHEAD OF XXXXXX ASSOCIATES]
April 28, 1996
Mr. Xxxx Xxxxxxx, President
Wombat Productions
000 Xxxx 00xx Xxxxxx
Xxxxx #0000
Xxx Xxxx, XX 00000
Dear Xxxx:
LETTER AGREEMENT
We hereby agree that the following programs, already produced or scheduled to be
produced for the Lifetime Television Network, shall be added to Exhibit A 1 of
the Distribution Agreement between our companies, dated July 1, 1995, effective
immediately.
Xxxxxx Xxxxxxx Remembered 1 x 50'
Intimate Portrait: Xxxxxxx XxxXxxxx 1 x 50' or 1 x 45'
ACCEPTED AND AGREED:
For Xxxxxx Associates For Wombat Productions
/s/ Xxxxxxx Xxxxxx /s/ Xxxx Xxxxxxx
Xxxxxxx Xxxxxx Xxxx Xxxxxxx
Date: April 28, 1996 Date: 5/2/96
Best regards,
/s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
President
3) The statements in connection with the Rights contained in this clause shall
remain true for the Term of the Agreement and for the term of all licenses
entered into pursuant to this Agreement.
4) The Program does not contain material of any nature that is
defamatory of any person, firm or corporation.
5) Licensor has obtained all permissions, consents, rights and releases
necessary for the exercise of Distributor's rights hereunder, and Distributor's
exercise of such rights shall not infringe upon the rights of any person, firm
or corporation, nor shall it give rise to the payment of any sums to any third
party by Distributor or Distributor's licensees. Furthermore, Licenser has paid,
or will pay, any residual, royalty or reuse fees that are payable or may become
payable by Distributor's exercise of its rights hereunder.
6) Licensor has not, nor will it, enter into any Agreement in conflict with the
rights granted to Distributor under this Agreement.
7) Licensor has affixed to the Videotape Master and/or Film
negative appropriate notices of copyright.
B) Licensor shall indemnify Distributor and hold it and its licensees harmless
from and against all costs, claims, damages, liabilities and expenses, including
reasonable legal expenses, howsoever arising from any breach of any
representation or warranty made by Licensor hereunder, or from the use or
exploitation of any Rights granted hereunder.
4. DISTRIBUTOR'S OBLIGATIONS:
A) The Distributor agrees to use prudent business efforts during the Term of the
Agreement to effect distribution of the Program throughout the Territory.
Notwithstanding the foregoing, Distributor makes no representations with respect
to the level of income that may be obtained for the Program.
B) Distributor shall not make or authorize others to make any deletions of
credits, titles or copyright notices, or any such changes that would diminish
the Program's editorial integrity.
5. MATERIALS:
Licensor shall, at its own expense, and promptly upon execution of this
Agreement, provide the Distributor with the following materials.
A) Twenty (20) VHS videocassettes of each title for screening and
promotional purposes.
B) A music cue sheet of the Program, in customary form setting forth for each
musical composition contained within the Program the title, type of use,
duration of use and the names of the composer, lyricist, publisher, copyright
proprietor and performing rights society, if any.
C) A transcript of the Program, including narration and dialogue
on camera.
D) A selection of black & white still photographs and color slides
from the Program.
E) One (1) new and unused Digital Betacam or D2 Videotape copied from the
original videotape master of the Program, with no commercials or commercial
blacks, and with an international audio track composed of the following
elements: On one channel: Full audio mix (if stereo, full mix stereo left on one
channel and full mix stereo right on a second channel) On another channel: Music
& Effects (the M&E track, also known as the Mix Minus Narration Track),
including synch-sound on-camera dialogue. On another channel: Time code (SMPTE
for NTSC videotapes; EBU for PAL videotapes)
6. DISTRIBUTOR'S RIGHTS:
Distributor shall have the following rights in and to the Program to:
A) Add Distributor's logo to the front and/or end of the Program.
B) Advertise and promote and authorize others to advertise and
promote the Program, including the participation of all persons
appearing in or rendering services to the Program.
C) To edit the Program, or to authorize others to edit the
Program, as may be required for exhibition time periods or by
local censorship laws.
D) Translate, or authorize others to translate, the Program into
other languages by subtitling or dubbing.
7. FEES, ROYALTIES & EXPENSES:
A) In consideration of Distributor's services hereunder, Distributor shall
retain as a "Distributor's Fee," a percentage of the gross receipts derived from
the licensing of the Program, according to the following schedule:
Domestic (United States) Television
Network:
(Commercial, cable, satellite, and PBS National) 25%
Syndication:
(PBS or commercial stations, PBS station consortia) 35%
International Television and Video (when licensing direct) 35%
International Television and Video
(when using a sub-agent or representative) 40%
Footage (non-exclusive right) 40%
B) Distributor shall deduct the following expenses ("Distribution Expenses"), if
incurred, from revenue derived from the licensing of the Program: cost of
duplication and conversion of videotapes and cassettes used for promotional and
licensing purposes; shipment and customs charges incurred in the delivery and
return of videotapes and cassettes used for promotional and licensing purposes,
the annual Errors & Omissions Liability Insurance premium (see Clause 8 below),
and the costs of promotion. Such promotion may include print advertisements in
trade magazines, artwork, design and printing costs related to the production of
ads or promotional literature (flyers, ads, posters, catalogs, brochures, etc.),
screenings and receptions held specifically for the Program, and an allocation
of the Distributor's overall promotion expenses incurred for the rental of
exhibition and screening room space at such annual television program markets as
MIP-TV, MIPCOM, MIP-Asia, and NATPE. Such promotional expenses shall not include
the costs of travel, hotel accommodations, or meals, for either the
Distributor's personnel or their guests.
C) From all revenue received by Distributor in U.S. dollars from
all uses of the Program, Distributor shall first deduct the
Distribution Fees, and then the Distribution Expenses. The
balance remaining shall be "Licensor's Royalties."
8. Errors & Omissions Liability Insurance:
In order to fulfill standard television licensing requirements
with its licensees, Distributor shall add the Program
EXHIBIT A 1
Program Title Series Title (if any) Running Time
(Year of Production)
Hollywood's Children 58' The Horror of It All 58' Xxxxxx 70' or 60' Xxxxxxx
Xxxxxx - Beyond the Legend 60' Xxxxx XxXxxxx - Man on the Edge 60' Xxxxx Xxxxx
An American Princess 60' Xxxx Xxxxx - The Leading Man 60' Xxxxxxx Xxxx - His Own
Man 60' Xxxxxxx Xxxxxx - The Golden Boy 60' Xxxxxxx Xxxxx - An Original 60'
Xxxxxx Xxxxxxx - The Reluctant Star 60' Xxxxxxx Xxxxx - Breaking the Mold 60
Xxxxxxx Xxxxxx - America's Little Darling 60' Xxxxx Xxxxxxxx - Man From Malpaso
60' Xxxxxx Xxxxxxx Remembered 60' Xxx Xxxx...And the Men Who Knew Her 57' The
Story of Xxxxxx 60' Xxxxxxxx Xxxxxx - For All Seasons 50' or 45' Xxxxx Xxxxx - A
Matter of Class 50' or 45' Xxx Xxxxxxx: A Biography (wt) (to be produced for
A&E) 50' or 45' Xxxx Xxxxxxxxx: A Biography (wt) (to be produced for A&E)50' or
45' Xxxx Xxxxxx: A Biography (wt) (to be produced for A&E) 50' or 45' Xxxx
Xxxxxxxx: A Biography (wt) (to be produced for A&E) 50' or 45' Xxxx XxxXxxxxx: A
Biography (wt) (to be produced for A&E)50' or 45'
EXHIBIT A 2
Program Title Series Title (if any) Running Time
(Year of Production)
Xxxxxxx Xxxxxx - The Golden Boy 60'
Xxxxxxx Xxxxx - An Original 60'
Xxxxxx Xxxxxxx - The Reluctant Star 60'
Xxxxxxx Xxxxx - Breaking the Mold 60'
