1
EXHIBIT 10.11
[LETTERHEAD]
September 5, 1997
Xxxx Xxxxx
Team Entertainment
00000 Xxxxxxxx Xxxx.
Suite 400
Los Angeles, CA 90025
Re: AMAZING TAILS II (Contract # TDO00l/PREPROD/APL/EO/CB/KW)
Dear Sirs:
This letter will confirm the agreement between Team Entertainment
("Producer") and DISCOVERY COMMUNICATIONS, INC. ("DCI") regarding certain
development and preliminary production activities to be performed by Producer
for a series twenty-six half-hour (30:00) magazine-format programs tentatively
entitled Amazing Tails II on the subject of people's pets and their impact on
human lives ("the Series").
Our agreement is as follows:
1. Producer agrees to undertake the following activities
("Production Activities") and prepare the following materials (the "Materials")
for DCI in connection with the production of the Program:
(a) Producer shall recruit and hire production staff to commence
photography and begin contracting for elements of the Series;
(b) a detailed production budget which shall include all
development and pre-production monies;
(c) a detailed production schedule;
(d) comprehensive research materials, promotional slides, all
film footage with regard to the Program and a select reel; and
(e) the Cost Report described in paragraph 2(c), below.
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Team Entertainment
September 5, 1997
Page 2
All of the Production Activities will be performed and the Materials
will be prepared in accordance with the instructions of DCI. All of the
Materials shall be delivered to DCI no later than September 26, 1997. DCI shall
have creative and editorial approval over all aspects of the Production
Activities and the Materials. Producer agrees that time is of the essence with
respect to all of its obligations hereunder.
2. (a) In consideration for the services to be rendered, and the
rights granted, by Producer xxxxxxxxx, DCI agrees to pay Producer, and Producer
agrees to accept, an advance (the "Advance") of Seventy-five Thousand Dollars
($75,000.00). The Advance shall be payable in full within ten (10) days of
mutual execution of this Agreement.
(b) The Advance shall be deposited by Producer in a segregated
account (the "Production Account") and shall not be co-mingled with any other
funds of Producer. The Production Account shall be deemed a trust fund for the
sole and exclusive benefit, and to pay the claims of, creditors of Producer
whose claims arise from the Production Activities and the production of the
Materials. Upon request from DCI, Producer shall provide DCI with proof that
all payments of the Advance have been deposited in the Production Account.
(c) Producer shall keep true, accurate and complete books of
accounting relating to the Production Activities, together with vouchers,
receipts and other records showing in detail all expenses and charges incurred
with respect to the Production Activities. Such books of account shall be kept
in accordance with generally accepted principles and practices in the television
industry. DCI shall have the right to audit Producer's books with respect to the
Production Activities. Upon completion of the Production Activities, Producer
shall provide DCI a detailed and complete accounting of all expenses incurred by
Producer in connection with the services rendered under this Agreement ("Cost
Report"). The Cost Report shall be submitted in the form attached hereto as
Exhibit B.
3. Producer will obtain and maintain throughout the Production
Activities (a) appropriate Worker's Compensation Insurance for its employees as
required by applicable law; (b) third party liability coverage insuring Producer
against all liability assumed by Producer under this Agreement and (c) customary
production insurance as
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Team Entertainment
September 5, 1997
Page 3
required by DCI and set forth in the Budget. Within ten (10) days of this
Agreement, Producer will provide DCI with certificates of such insurance naming
DCI as an additional insured.
4. Producer will obtain written releases from any person appearing
in or providing material for inclusion in the Program, including a waiver of
droit morale, whereby such person consents to use of his or her name, voice or
likeness, and/or his or her material, in the Program, and in publicity
concerning the Program and DCI.
5. (a) The parties hereto are presently negotiating in good faith
the terms and conditions of a long form production agreement ("Production
Agreement") for the completion of the Series which Production Agreement shall
include representations, warranties, indemnities and other provisions which
shall be customary for DCI's transactions of a similar type to the Series. If
Producer and DCI enter into the Production Agreement, it is agreed the Advance
shall be credited towards the production budget payable to Producer for the
production of the Program. If the parties have not executed a production
agreement within sixty (60) days from the date of execution of this Agreement,
then DCI shall have no further right, title or interest in the Materials
developed under this Agreement, except that Producer shall reimburse DCI for the
full amount of the Advance out of first monies received by Producer, directly or
indirectly, in connection with the sale, transfer, assignment, license, option
or other disposition or exploitation of those Materials in whole or in part.
Such reimbursement shall be made promptly after Producer's receipt of such first
monies.
(b) In order to secure the refunding of the Advance to DCI as set forth above,
Producer hereby grants to DCI a Copyright Mortgage and Assignment to the
Materials, the Series (including, without limitation, all physical elements
thereof and the copyright therein) and all proceeds of any kind from the
exploitation thereof. Producer agrees that it will execute and deliver to DCI
all documents which DCI may require in order to perfect and maintain its
interest, and in the event that Producer does not execute and deliver such
documents, Producer xxxxxx appoints DCI as its attorney-in-fact with the full
right and authority to execute and deliver such documents, such appointment
being irrevocable and deemed coupled with an interest.
(c) Producer acknowledges that DCI is the producer of history
and human adventure programming for cable television subscribers and that other
persons, including DCI employees, may have submitted or may hereafter originate
and submit
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Team Entertainment
September 5, 1997
Page 4
similar or identical material which DCI may have the right to use and Producer
shall not be entitled to any compensation because of DCI's use of such other
similar or identical material.
6. Producer acknowledges and agrees that its services are being
rendered hereunder as an independent contractor. In connection therewith,
Producer agrees that it will comply with all obligations imposed upon
independent contractors or employers by any governmental entity, including,
without limitation, the withholding and payment of income taxes, the payment of
other payroll taxes and the provision of worker's compensation insurance (if
applicable).
7. Producer represents and warrants to DCI that:
(a) it has the full right and authority to enter into this
Agreement and to provide its services as set forth herein;
(b) the Materials and the use thereof by DCI shall not violate
any rights of any kind of any person, firm or corporation. Producer hereby
agrees to indemnify and hold harmless DCI and its successors, licensees,
assigns, officers, directors, employees and shareholders from any claims, suits,
demands, expenses (including, without limitation, reasonable attorney's Advances
and disbursements), losses and damages (including, without limitation, amounts
paid in settlement) arising from the breach of any of the Producer's
representations, warranties or obligations set forth herein; and
(c) the Production Activities shall be performed in accordance
with all applicable statutes, rules and regulations.
8. (a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland applicable to contracts made
and to be fully performed therein. Producer hereby consents to an submits to the
jurisdiction of the federal and state courts located in the State of Maryland,
and any action or suit under this Agreement shall be brought in any federal or
state court with appropriate jurisdiction over the subject matter established or
sitting in the State of Maryland. Service of process to either party may be made
by first class certified or registered mail by personal delivery or by overnight
air courier. Notice shall be deemed received within five (5) business days after
being given.
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Team Entertainment
September 5, 1997
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(b) This Agreement constitutes the entire understanding between
the parties with respect to the subject matter hereof and may not be modified
except in a writing executed by both parties; provided however, that in the
event the Program is produced, a production contract will be executed and
contain the terms governing the rights and liabilities of the parties with
respect to the Program.
(c) Nothing in this Agreement shall be deemed to create a
partnership or joint venture between the parties. Neither party may pledge the
credit of the other or make binding commitments on behalf of the other.
(d) Producer may not assign this Agreement or any of its
obligations hereunder without the prior written consent of DCI, exercisable in
its sole discretion.
(e) This Agreement may be executed in counterparts and when
taken together, such counterparts shall constitute one (1) agreement
Please confirm your acceptance of the foregoing by executing this letter
in the space provided below, thereby constituting this a binding agreement
between us.
Sincerely,
DISCOVERY COMMUNICATIONS, INC.
By: /s/ X. XXXXXXX
----------------------------------
ACCEPTED AND AGREED:
TEAM ENTERTAINMENT
By: /s/ XXXX X. XXXXX
-----------------------------------
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PART OF AGREEMENT BETWEEN DISCOVERY COMMUNICATIONS, INC.
AND TEAM ENTERTAINMENT
DATED AS OF SEPTEMBER 5,1997
EXHIBIT A
Cost Report
Exhibit A - 1 of 2
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SAMPLE COST REPORT
PROJECT TITLE
PRODUCTION COMPANY NAME
FOR PERIOD ENDING
(OPTIONAL) TOTAL ESTIMATE
BUDGET CURRENT ACCRUED COSTS TO TOTAL EST'D (UNDER)/
ACCT# DESCRIPTION COSTS COSTS TO DATE COMPLETE FINAL COSTS BUDGET OVER BDGT
------- ---------- ------- --------- ----------- ------ ---------
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
----------------------------------------------------------------------------
SUBTOTAL 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
----------------------------------------------------------------------------
SUBTOTAL 0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00 0.00 0.00 0.00
----------------------------------------------------------------------------
SUBTOTAL 0.00 0.00 0.00 0.00 0.00 0.00 0.00
============================================================================
GRAND TOTAL 0.00 0.00 0.00 0.00 0.00 0.00 0.00
DEFINITIONS:
Current Costs: Costs incurred in the current month only, from the previous
month's end to the current month's end
Accrued Costs (Optional): Committed costs that have not been paid as of yet
Total Costs to Date: Current Costs + Accrued Costs + Total Costs to Date from
the previous cost report
Estimate to Complete: The amount left to spend before completion of that line
Total Estimated Final Costs: Total Costs to Date + Estimate to Complete
Budget: The budget amounts exactly as they appear in the final, approved budget
(Under)/Over Budget: Total Estimated Final Costs - Budget
Page 2 of 2
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AGREEMENT made September 19,1997 by and between TEAM ENTERTAINMENT GROUP
("Producer"), a ___________ corporation with offices at 00000 Xxxxxxxx
Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, and DISCOVERY
COMMUNICATIONS, INC. ("DCI"), a Delaware corporation with offices at 0000
Xxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000.
DCI and Producer desire to enter into an agreement regarding the
production of a series of twenty six (26) thirty commercial minute (30:00) films
on the subject of people and their pets, tentatively entitled Amazing Tails II
(the "Series") and the exploitation by DCI of such Series as set forth in this
Agreement.
Now therefore, in consideration of the foregoing and of the mutual
promises and covenants contained herein, the parties hereto agree as follows:
I. Production and Delivery of the Series
The parties agree that the Series shall consist of twenty six (26)
thirty minute (30:00) programs (each, a "Program") and shall be photographed on
Beta SP, mastered on Digital Beta and delivered to DCI on Digital Beta. The
Series shall be produced in accordance with the production budget attached
hereto as Exhibit B (the "Production Budget") and the production schedule
attached hereto as Exhibit C (the "Production Schedule"). Producer agrees that
all of the Series Materials as outlined in Exhibit D attached hereto and made a
part hereof shall be delivered to DCI pursuant to the schedule set forth therein
(the "Delivery Schedule").
II. Production Fee
In consideration for the performance by Producer of its obligations
hereunder and in full discharge of all of DCI's obligations to Producer in
connection with the Series, DCI agrees to pay Producer, and Producer agrees to
accept, a "Production Fee" in the amount of One Million One Hundred Five
Thousand United States Dollars ($1,105,000). Producer acknowledges and agrees
that any overages, except for those overages previously approved by DCI will be
the responsibility of Producer. The Production Fee shall be payable according to
the schedule attached hereto as Exhibit E.
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III. Grant of Rights
A. DCI shall have the exclusive right, license and privilege to
exhibit, market, sublicense, distribute, transmit, perform and otherwise exploit
the Series, the Programs, elements and portions thereof, an unlimited number of
times as part of any DCI Programming Service on Television in the Territory
during the License Period and on Non-Standard Television in the Latin American
Territory during the Latin American License Period, including any extensions or
renewals thereof, and, in connection therewith, to use and perform all musical
compositions contained in each Program. As used herein:
i. "Standard Television" shall mean television distribution of
the Series by a UHF or VHF television broadcast station, the video and audio
portions of which are intelligibly receivable without charge by means of
standard roof top or television set built-in antennas; provided, for purposes of
this Agreement the broadcast like those in England by the BBC in which a license
fee, tax or similar charge is made for use of a television shall be considered
Standard Television. Without limiting the foregoing, Standard Television shall
include conventional, over-the-air television.
ii. "Non-Standard Television" means transmission of the Series
to individual or multiple receivers by all means of technology, whether now
existing or hereafter invented, other than Standard Television. "Non-Standard
Television" shall include, without limitation, transmission by means of cable,
direct broadcast satellite, LPTV, CATV, SMATV, MMDS, TVRO, microwave, wireless
cable, telephonic, scrambled UHF, super stations, and closed circuit television
systems;
iii. "Television" shall mean Standard and Non-Standard
Television as defined above.
iv. "DCI Programming Service" shall mean any programming service
in which DO has an ownership interest or controls or shares control of
programming decisions, or to which DCI supplies programming for exhibition in a
block under the Discovery Channel logo, or The Learning Channel logo, or any
other DCI logo or trademark;
iv. "Territory" shall mean the United States, ("U.S."), Canada
and their respective territories and possessions;
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v. "Latin American Territory" shall mean the following
countries: Anguilla, Antigua & Barbuda, Argentina, Aruba, Bahamas, Barbados,
Belize, Bermuda, Bolivia, Brazil, British Virgin Islands, Cayman Islands, Chile,
Colombia, Costa Rica, Cuba, Dominica, Dominican Republic, Ecuador, El Salvador,
Falkland Islands, French Guyana, Grenada, Guadeloupe, Guatemala, Guyana, Haiti,
Honduras, Jamaica, Martinique, Mexico, Montserrat, Netherlands Antilles,
Nicaragua, Panama, Paraguay, Peru, Puerto Rico, St. Lucia, St. Kitts & Nevis,
St. Xxxxxxx & Grenadines, Suriname, Trinidad & Tobago, Turks & Caicos Islands,
U.S. Virgin Islands, Uruguay, Venezuela
vi. "License Period" shall be for six (6) years commencing March
30,1998.
vii. "Latin American License Period" shall be for four (4) years
commencing June 29, 1998.
B. Except as authorized by DCI hereunder, neither the Series, nor any
Programs, elements or versions thereof, shall be exhibited on the following: 1)
any form of Standard or Non-Standard Television in the Territory prior to or
during the License Period; 2) any form of Non-Standard Television in the Latin
American Territory prior to or during the Latin American License Period; and, 3)
any form of Standard Television in the Latin American Territory prior to or
during the initial twelve (12) months of the Latin American License Period,
V. Credit
The parties agree that each Program shall contain a credit for DCI and
Producer on all versions of the Programs as follows:
PRODUCED BY TEAM ENTERTAINMENT GROUP FOR
ANIMAL PLANET
At its option and expense, DCI may substitute another DCI entity in the
production credit.
VI. Standard Terms and Conditions
The parties agree that the Standard Terms and Conditions attached hereto
as Exhibit A shall be deemed a part of this Agreement, provided that in the
event of any inconsistency between such Standard Terms and Conditions and the
terms hereof, the terms of this Agreement shall govern.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
DISCOVERY COMMUNICATIONS, INC.
By: /s/ X. XXXXXXX
TEAM ENTERTAINMENT GROUP -----------------------------
By: /s/ XXXX X. XXXXX
----------------------
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PART OF AGREEMENT BETWEEN TEAM ENTERTAINMENT GROUP
AND DISCOVERY COMMUNICATIONS, INC.
DATED SEPTEMBER 19, 1997
EXHIBIT A
STANDARD TERM AND CONDITIONS
The following terms and conditions shall apply to the agreement to which
this Exhibit is attached (the "Agreement"):
1. The Series
1.1 Producer shall pay all costs incurred in connection with the
production of the Series. Producer acknowledges and agrees that delivery of
the Series and all Series Materials to DCI pursuant to the Delivery Schedule
is of the essence of this agreement. The Series shall meet the technical and
editing specifications set forth in Exhibits E and F hereof.
1.2 DCI shall have the right to creative and editorial input throughout,
and approval over, all aspects and phases of the pre-production, production,
post-production and editorial completion of the Series (the "Production
Activities"), including, without limitation, program and series titles,
scripts, rough cuts, fine cuts, music, graphics, on-air talent, voiceover
talent, production personnel (including, without limitation, the production
manager and production accountant) and changes to the Production Budget and/or
Schedule other than those which are minor in nature. At its option, DCI shall
have the right to have one or more representatives present during the
Production Activities. DCI shall designate one or more persons who shall be
DCI's representative(s) for the production of the Series and all DCI approvals
required herein. Materials submitted to DCI for approval pursuant to this
provision shall be clearly designated as items requiring DCI's approval and
shall not be submitted with any other materials. Any DCI approvals required
herein shall be exercised within five (5) business days of DCI's receipt of
the items to be approved. Notwithstanding the foregoing, DCI shall have a
reasonable amount of time to approve final delivery of the Series and all
Series Materials with silence not being deemed an approval.
1.3 The Series shall be delivered to DCI free and clear of any and all
liens, claims, charges, security interests, licenses, use agreements,
collective bargaining agreements, residual or reuse obligations and any other
encumbrances of any type whatsoever.
Exhibit A - Page 1 of 10
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1.4 Producer will obtain written releases from any person appearing in
or providing material for inclusion in the Series, including a waiver of droit
morale, whereby such person consents to use of his or her name, voice or
likeness, and/or his or her materials, in the Series, and in publicity
concerning the Series and DCI.
1.5 Producer will obtain all rights in any and all pre-existing and
original materials, including, without limitation, film and video footage,
music (including performance rights) graphics and photographs included in the
Series necessary to permit DCI to exercise its rights hereunder without
further payments of any kind to any third party. Material not fully cleared
pursuant to this provision shall, not be included in the Series unless
approved in writing by DCI. The Series Materials shall include a comprehensive
list of any materials in the Series not fully cleared as approved by DCI.
1.6 Producer agrees that all production personnel engaged by it in.
connection with the Series shall be experienced professionals qualified in all
respects to perform the work they are engaged to perform.
2. Credits
2.1 The style, form, size and placement of all credits included by
Producer in the Programs shall be subject to DCI's approval and shall not
exceed a total running length of thirty (30) seconds.
2.2 Producer acknowledges that DCI may require Producer to include
credits for DCI production personnel and sponsors in connection with the
Series.
2.3 Producer xxxxxx acknowledges and agrees that no casual or
inadvertent failure by DCI to accord credit to Producer or any other person or
entity in connection with the Series shall be deemed a material breach of the
Agreement. Upon receipt of written notice of such failure to accord credit,
DCI shall take reasonable steps to cure such failure to accord credit.
3. Incidental Rights
3.1 Without limiting DCI's rights hereunder, Producer acknowledges and
agrees that DCI shall have the right to advertise, promote, and publicize the
Series and each Program in the Series in any media, or authorize others to do
so; such advertising, promotion and publicity may include, without limitation,
synopses or excerpts (including, without limitation, excerpts containing
elements
Exhibit A - Page 2 of 10
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licensed from third parties) of any Program (or special screenings of each
Program as part of DCI promotional events) or advertisements, publicity pieces
and promotional materials, in whole or in part, or materials created by DCI for
such Program (collectively called "publicity materials"). In connection
therewith, Producer will deliver to DCI at the above address the publicity
materials set forth in Exhibit D (including, without limitation, not less than
thirty (30) original stills fully cleared for all uses in any media throughout
the world in perpetuity), and such other information as described in Exhibit G
hereof. DCI may use and authorize others to use the publicity materials for the
purpose of advertising, promoting or publicizing the Series, the Programs or DCI
and/or DCI's affiliated programming services (including, without limitation,
the right to use the publicity materials in connection with industry awards
events which feature the Series or any of the Programs). Producer also agrees
that it will obtain from all personnel working on the production of the Series
(i) the right to use the name, voice and likeness of such personnel in
advertising, publicity and promotion for the Series, the Programs and/or DCI
and/or DCI's affiliated programming services (provided that no such use will be
made so as to constitute an endorsement of any other product or service), and
(ii) the right to use such personnel for publicity or promotional purposes
relating to the Series and the Programs, subject to such personnel's
availability and provided that DCI shall bear all expenses relating to such
uses.
3.2 DCI shall have editing rights with respect to each Program, including,
without limitation, the right to cut and dub each such Program, and to replace
or superimpose matter over the music and sound effects track, the full
sound-track and/or the visual portion of each such Program. Without limiting the
foregoing, Producer agrees that DCI shall have the right, at DCI's expense: (i)
to create new packaging elements (e.g. open, close, and other wraparound/
interstitial materials) for the Programs and in connection therewith, the right
to select a new title for each Program and/or the Series, the right to select a
host for the Programs, the right to renarrate the Programs and/or the right to
replace all, or portions, of the music in the Programs (collectively, these new
elements shall be referred to as "DCI's Program Elements"), and (ii) to edit or
make additions to the script as DCI deems necessary for the purpose of creating
the repackaged versions of the Programs. DCI's Program Elements shall be the
sole and exclusive property of DCI for all uses and purposes whatsoever.
3.3 DCI shall have the right to include each Program as part of an
anthology or series of programs under the Program's title or a title selected by
DCI.
Exhibit A - Page 3 of 10
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3.4 Producer hereby waives all its rights to attribution, integrity, or
any other droit moral in the Series and other Series Materials identified in
Exhibit D for any use to which they may be put by DCI.
3.5 DCI shall have the right to exploit the Programs throughout the
Territory in all languages. In connection therewith, DCI shall have the right to
add foreign language subtitles, create foreign language versions of each Program
and retitle the Programs in such languages.
4. Compensation
4.1 In making payment of the Production Fee provided in the Agreement, DCI
shall withhold, and Producer hereby authorizes DCI to withhold, all taxes that
may be required to be withheld including, but not limited to, any foreign,
United States, state or local taxes. To the extent that Producer may be entitled
to a reduction or elimination of such taxes under any treaty, statute,
regulation or other authority, it shall be the responsibility of Producer to
provide DCI with all necessary forms and information required or requested in
support of such reduction or elimination. If Producer fails to provide DCI with
any such forms or information, DCI shall withhold on the basis that the Producer
is not entitled to any reduction or elimination of the applicable withholding
tax under any treaty, statute, regulation or other authority. In the event DCI
fails to withhold any such amounts, Producer agrees to reimburse DCI for such
amounts that should have been withheld, or, at DCI's election, if there are
payments still to be made to Producer hereunder, DCI may deduct the amounts that
should have been withheld from such payments. In addition, if the failure to
withhold is the result of Producer's failure to provide accurate information to
DCI, Producer shall also reimburse DCI and indemnify DCI and its licensees,
assignees and affiliated companies, and the officers, directors, employees and
agents of such entities for any interest, additions to tax or penalties imposed
as a result of such failure to withhold. DCI shall also have the right to deduct
such amounts from future payments to be made to Producer xxxxxxxxx.
4.2 The Production Fee shall be deposited by Producer in a segregated
account (the "Production Account") and shall not be co-mingled with any other
funds of Producer. The Production Account shall be deemed a trust fund for the
sole and exclusive benefit, and to pay the claims of, creditors of Producer
whose claims arise from the production and completion of the Series. Upon
request from DCI, Producer shall provide DCI with proof that all payments of the
Production Fee have been deposited in the Production Account.
Exhibit A - Page 4 of 10
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4.3 Commencing with the date of the Agreement and continuing for a period
of at least two (2) years following delivery of the Series Materials to DCI,
Producer shall keep true, accurate and complete books of account relating to the
production of the Series, together with vouchers, receipts and other records
showing in detail all receipts and all expenses and charges incurred in the
production of the Series. Such books of account shall be kept in accordance with
generally accepted accounting principles and practices in the television
industry. DCI shall have the right to audit Producer's books with respect to the
production of the Series. Commencing thirty (30) days after Producer's receipt
of the first payment of the Production Fee under this Agreement, Producer shall
provide DCI with a monthly statement ("Cost Report"), calculated in U.S. Dollars
setting forth: (i) all costs, expenses and claims then outstanding in connection
with the Series; (ii) the amount of funds then in the Production Account, and
(iii) the amounts theretofore drawn on the Production Account and the identity
of the account payees. Monthly bank statements for the Production Account shall
be submitted with each Cost Report. Upon completion and delivery of the Series
to DCI, Producer shall provide DCI with a final Cost Report detailing of all
expenses incurred in connection with the production of the Series, together with
a statement to the effect that all creditors have been paid. Each Cost Report
submitted hereunder shall be certified by Producer's chief financial officer as
being complete and accurate with respect to the information contained herein. In
the event Producer fails to provide DCI with the aforementioned Cost Reports,
DCI shall have the right to withhold any further payments to Producer until such
time as Producer provides DCI with the required information.
5. Representations, and Warranties
Producer hereby represents and warrants as follows:
(a) Producer has the full legal right to enter into this Agreement and
fully perform its duties and obligations hereunder. The person
executing the Agreement on behalf of Producer is fully empowered to
so execute the Agreement.
(b) Neither the production of the Series and all elements thereof, nor
the exploitation thereof by DCI or its successors, licensees or
assigns will violate any right of any kind of any third party,
including, without limitation, any copyright, literary right,
dramatic right, contract right, trademark, tradename or right of
privacy or publicity or give rise to any actionable claim by any
third party, including, without limitation, any claim for libel,
slander or defamation.
Exhibit A - Page 5 of 10
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(c) Producer has not accepted or agreed to accept and will not accept
or agree to accept from any third party, whether directly or
indirectly, any money, service, or other valuable consideration
for the inclusion of any matter as a part of the Series, and
Producer will not cause to be mentioned or identified in the
Series any product, service, trademark or brand name except as
may be required for bona fide reporting or commentary.
(d) All statements of fact contained in the Series shall be true and
accurate and shall be substantiated by adequate research in
keeping with generally accepted standards for first-class
documentary film makers.
(e) The Series shall be produced in accordance with all applicable
statutes, rules and regulations.
(f) Producer has itself or has obtained sufficient financial
resources to finance the portion of the Production Budget not
being paid by DCI. Upon DCI's request, Producer shall provide DCI
proof of such financing.
6. Indemnity
Producer shall at all times indemnify and hold harmless DCI, its
affiliates, licensees, assignees and parent, subsidiary and affiliated
companies, and the officers, directors, shareholders, employees and agents of
all such entities against and from any and all claims, damages, liabilities,
costs and expenses (including, without limitation, reasonable counsel fees and
disbursements) arising out of any breach or alleged breach by Producer of any
representation, warranty or other provisions hereof. In the event of any claim
or service of process upon DCI involving the indemnification hereinbefore set
forth, DCI shall promptly notify the Producer of the claim. Producer will
promptly adjust, settle, defend or otherwise dispose of such claim at its sole
cost. If it so elects, DCI shall have the right at its sole cost to engage its
own counsel in connection with such claim. In the event that DCI determines
that Producer is not diligently and continuously defending any such claim, DCI
shall have the right, on its own behalf and as attorney-in-fact for Producer,
to adjust, settle, defend or otherwise dispose of such claim. Any costs
incurred by DCI in connection therewith shall be promptly reimbursed by
Producer, and if Producer fails to so reimburse DCI,
Exhibit A - Page 6 of 10
18
DCI shall be entitled to deduct such amounts from any other sums payable to
Producer under the Agreement.
7. Insurance
Producer will obtain and maintain (a) throughout production of the Series
appropriate Workers' Compensation Insurance for its employees as required by
applicable law, and (b) for a period of three (3) years from the commencement of
the License Period, a policy of Producers' (Errors and Omissions) liability
insurance applicable to the exhibition and distribution of the Series hereunder,
having limits of at least $1,000,000 per occurrence, $3,000,000 in the aggregate
(with a deductible of no more than $10,000) with respect to each loss or claim
involving the same offending act, failure to act, or matter, whether made by one
or more persons and regardless of frequency of repetition, relating to the
Series and insuring Producer against all liability assumed by Producer xxxxxxxxx
and naming DCI as an additional insured. Within ten days of the date of this
agreement, Producer will provide DCI with a certificate of such Workers'
Compensation Insurance. Not later than thirty (30) days prior to the Delivery
Date, Producer will provide DCI with a certificate of Producers' liability
insurance, and such certificate will provide that the insurance may not be
canceled or altered without thirty (30) days' prior written notice to DCI.
8. Relationship of Parties
Nothing contained in this Agreement shall create any partnership or joint
venture between the parties. Neither party may pledge the credit of the other or
make binding commitments on the part of the other, except as otherwise
specifically agreed hereunder. This Agreement is not for the benefit of any
third party not a signatory hereto and shall not be deemed to give any right or
remedy to any such party whether referred to herein or not.
9. Notices
All notices, requests, consents, demands and other communications
hereunder shall be in writing delivered by any of the following: personal
delivery; first class certified or registered mail; return receipt requested;
U.S. Express mail, or an express overnight service (such as Federal Express),
addressed to the respective parties to the Agreement at the addresses set forth
in the Agreement or to such other person or address as a party hereto shall
designate to the other party hereto from time to time in writing forwarded in
like manner. Any notice, request, consent, demand or communication given in
Exhibit A - Page 7 of 10
19
accordance with the provisions of this paragraph shall be deemed to have
been given and effective when actually received.
10. Overbudget Controls
If at any time the cost of the applicable phase of production (i.e.,
pre-production, principal photography or post-production) exceeds the
portion of the Production Budget allocable to that phase of production by
more than ten percent (10%), or Producer is in breach of any of the
material provisions of this Agreement, DCI may require Producer to take all
steps which in the sole opinion of DCI are advisable to reduce actual or
projected expenditures or bring the projected costs within the Production
Budget including, but not limited to, revising the Production Budget,
revising the Production Schedule, changing and/or eliminating location
sites, sets and/or construction and revising the script. Producer will
fully and faithfully comply with all of the requirements of DCI set forth
in the preceding sentence.
11. Default
If Producer defaults in the performance of any of its material
obligations hereunder and such default shall not be cured within ten (10)
days after written notice thereof to Producer, or if Producer becomes
insolvent, or if a petition under any bankruptcy law shall be filed by or
against Producer which petition, if filed against Producer, shall not have
been dismissed within thirty (30) days thereafter, or if Producer executes
an assignment for the benefit of creditors, or if a receiver is appointed
for the assets of Producer, or if Producer takes advantage of any
insolvency or any other like statute (any of the above acts are hereinafter
called "Event of Default"), then DCI may, in addition to any and all other
rights which it may have against Producer, terminate this Agreement by
giving written notice to Producer at any time after the occurrence of an
Event of Default. Notwithstanding such termination, the indemnities,
warranties and representations set forth herein shall remain in full force
and effect.
12. Miscellaneous
12.1 This Agreement contains the entire understanding and supersedes
all prior understandings between the parties hereto relating to the subject
matter herein and this Agreement cannot be changed or terminated except in
a writing executed by both parties. No employee, agent or other
representative of DCI is authorized to make any representations, warranties
or agreements except as specifically included herein, and Producer
acknowledges that it has not entered
Exhibit A - Page 8 of 10
20
into this Agreement in reliance upon any such representation, warranty or
agreement. This Agreement may not be assigned by Producer. Each party will,
upon the other's request, promptly furnish to the other copies of such
agreements or other documents as the other may reasonably desire in connection
with any provisions of this Agreement.
12.2 Neither DCI, nor Producer shall disclose to any third party (other
than its respective employees, directors and officers, in their capacity as
such, on a need-to-know basis), any information with respect to the material
terms and provisions of this Agreement except: (i) to the extent necessary to
comply with law or the valid order of a court of competent jurisdiction, in
which event the party making such disclosure shall seek confidential treatment
of such information, (ii) to the extent necessary to comply with S.E.C. or
similar disclosure requirements, (iii) as part of its normal reporting or
review procedure, to its parent and affiliated companies, their banks,
auditors and attorneys and similar professionals, provided that such
companies, banks, auditors and attorneys and similar professionals agree to be
bound by the provisions of this paragraph, and (iv) in order to enforce its
rights pursuant to this Agreement,
12.3 If Producer is prevented from or materially hampered in producing
the Series by reason of any present or future statute, law, ordinance,
regulation, order, judgement or decree, whether legislative, executive or
judicial (whether or not constitutional), act of God, earthquake, flood, fire,
epidemic, accident, explosion, casualty, lockout, boycott, strike, labor
controversy, riot, civil disturbance, war or armed conflict, act of public
enemy, embargo, or any similar event of force majeure (all of the foregoing
being deemed "force majeure"), such a failure to perform by reason of such an
event of force majeure shall not be deemed a breach of or default under this
Agreement and neither party shall be liable to the other therefor. If there
shall be any occurrence of any such event of force majeure which continues in
effect for a period of more than four (4) weeks, then DCI shall have the right
by notice to Producer to terminate this Agreement without further liability to
Producer, except for appropriate payment or adjustment in regard to payments
to be made hereunder.
12.4 This Agreement shall be construed and enforced in accordance with
the laws of the State of Maryland. Producer hereby consents to and submits to
the jurisdiction of the federal and state courts located in the State of
Maryland, and any action or suit under this Agreement may be brought in any
federal or state court with appropriate jurisdiction over the subject matter
established or sitting in the State of Maryland. Producer shall not raise in
connection therewith, and hereby waives, any defenses based upon venue, the
inconvenience of the
Exhibit A - Page 9 of 10
21
forum, the lack of personal jurisdiction, the sufficiency of service of process
(as long as notice of such action or suit is furnished in accordance with
paragraph 9 hereof) or the like in any such action or suit brought in the State
of Maryland.
12.5 In the event that any term, condition, covenant, agreement,
requirement or provision herein contained shall be held by any court to be
unenforceable, illegal, void or contrary to public policy, such term, condition,
covenant, agreement, requirement or provision shall be of no effect whatsoever
upon the binding force or effectiveness of any of the other terms hereof, it
being the intention and declaration of the parties hereto that had they or
either of them known of such unenforceability, illegality, invalidity or
contrariety to public policy, they would have entered into a contract, each with
the other, containing all of the other terms, conditions, covenants, agreements,
requirements and provisions hereof.
12.6 No waiver by either party of any breach hereof shall be deemed a
waiver of any preceding or succeeding breach hereof. Notwithstanding any other
provision of this Agreement, Producer xxxxxx agrees as a fundamental term of
this Agreement that Producer's sole remedy for breach by DCI of any of its
obligations under this Agreement shall be an action at law for damages and
Producer acknowledges that such damages are fully adequate to compensate
Producer in the case of any breach by DCI or its assignees and/or licensees
hereunder. In no event shall Producer be entitled to rescission, injunctive or
other equitable relief. Producer shall also procure that all releases and
agreements from persons appearing in or providing material for inclusion in the
Series shall include a provision on the terms of the proceeding portion of this
paragraph 12.6 in favor of Producer, DCI and their assignees and/or licensees.
12.7 The headings of this Agreement or any paragraphs hereof are
inserted only for the purpose of convenient reference, and it is acknowledged
that they may not accurately or adequately describe the contents of the
paragraphs which they head. Such headings shall not be deemed to limit, cover,
or in any way affect the scope, meaning or intent of this Agreement or any part
thereof, nor shall they otherwise be given any legal effect in the construction
of any provision hereof.
12.8 Each of the rights and remedies granted to DCI under this Agreement
are cumulative and the exercise of one shall not limit, diminish or otherwise
affect DCI's right, concurrently or subsequently, to exercise any other rights
or remedies, and shall be in addition to such other rights and remedies as DCI
may have at law, in equity, under this Agreement or otherwise.
Exhibit A - Page 10 of 10
22
PART OF AGREEMENT BETWEEN TEAM ENTERTAINMENT GROUP
AND DISCOVERY COMMUNICATIONS, INC.
DATED SEPTEMBER 19, 1997
EXHIBIT B
PRODUCTION BUDGET
[FIVE (5) PAGES TO FOLLOW]
Exhibit B - Page 1 of 6
23
FINAL Page 1
Amazing Tails
Production Budget
Season II
TEAM Communications Group, Inc. Budget Date: 10-Sep-97
Executive Producer: Xxxx X. Xxxxx Episodes: 26 Half Hours
Executive in charge: Xxx Xxxxxxx Total Budget: 1,732,135
Per Episode Cost: 66,621
---------------------------------------------------------------------------------------------------------------------------------
Acct. # Description amount Units x Rate Subtotal Total
---------------------------------------------------------------------------------------------------------------------------------
600-00 PRODUCERS
---------------------------------------------------------------------------------------------------------------
600-01 Executive Producer 30 wks 2,000 60,000
---------------------------------------------------------------------------------------------------------------
60,000
-----------------------------------------------------------------------------------------------------------------------
600-01a DEVELOPMENT COSTS
---------------------------------------------------------------------------------------------------------------
Development Expenses allow 20,000 20,000
---------------------------------------------------------------------------------------------------------------
Options & Fees allow 1,000 1,000
-----------------------------------------------------------------------------------------------------------------------
Other allow 500 500 21,500
-----------------------------------------------------------------------------------------------------------------------
600-02 PRODUCER
---------------------------------------------------------------------------------------------------------------
Co-executive Producer 26 eps 1 4,000 104,000 (locked)
---------------------------------------------------------------------------------------------------------------
Series Producer 30 wks 1 2,000 60,000 (locked)
---------------------------------------------------------------------------------------------------------------
Line Producer 35 wk 2,000 70,000 (locked)
---------------------------------------------------------------------------------------------------------------
Coordinating Producer 30 wk 1,200 36,000 (locked)
---------------------------------------------------------------------------------------------------------------
Director field/Segment producers 26 eps 89 days 250 39,000
---------------------------------------------------------------------------------------------------------------
Story Editor 20 wk 2 1,200 48,000 (locked)
---------------------------------------------------------------------------------------------------------------
Fringe 0.18 64,260 421,260
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
600-03 PROD. OFFICE STAFF
---------------------------------------------------------------------------------------------------------------
Production Assistant 35 wk 500 17,500
---------------------------------------------------------------------------------------------------------------
Accountant 60 days 200 12,000
---------------------------------------------------------------------------------------------------------------
Fringe 0.18 5,310 34,810
---------------------------------------------------------------------------------------------------------------------------------
TOTAL FOR 600-00 537,570
---------------------------------------------------------------------------------------------------------------------------------
610-00 WRITERS
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
610-01 Researcher 25 wk 800 20,000
---------------------------------------------------------------------------------------------------------------
Fringe 0.18 3,600 23,600
---------------------------------------------------------------------------------------------------------------------------------
610-05 MIMEO & XEROX OF SCRIPTS
---------------------------------------------------------------------------------------------------------------
As-Broadcast scripts allow 5,800 5,800
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
TOTAL FOR 610-00 29,400
---------------------------------------------------------------------------------------------------------------------------------
630-00 CAST
---------------------------------------------------------------------------------------------------------------
630-01 ON-CAMERA TALENT
---------------------------------------------------------------------------------------------------------------
Host 26 eps 1 1,000 26,000
---------------------------------------------------------------------------------------------------------------
Remote Guests/Interviews 30 intvw 300 9,000
---------------------------------------------------------------------------------------------------------------
Fringe 0.18 4,680 39,680
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
TOTAL FOR 630-00 39,680
---------------------------------------------------------------------------------------------------------------------------------
24
Amazing Tails
Season II Page 2
--------------------------------------------------------------------------------------------------------------------------------
Acct. # Description amount Units x Rate Subtotal Total
--------------------------------------------------------------------------------------------------------------------------------
670-00 CASTING & OTHER STAFF
---------------------------------------------------------------------------------------------------------------------
670-04 ANIMAL TRAINER
---------------------------------------------------------------------------------------------------------------------
Animal Trainer 10 days 500 5,000
---------------------------------------------------------------------------------------------------------------------
Animals 10 days 500 5,000 10,000
----------------------------------------------------------------------------------------------------------------------------------
Total for 670-00 10,000
----------------------------------------------------------------------------------------------------------------------------------
680-00 TRAVEL/LIVING EXPENSES
---------------------------------------------------------------------------------------------------------------------
680-01 PRODUCERS TRAVEL
---------------------------------------------------------------------------------------------------------------------
Producer Travel 20 out of town stories ] 1,000 20,000
---------------------------------------------------------------------------------------------------------------------
Producer Lodging 20 out of town stories ] 500 10,000
---------------------------------------------------------------------------------------------------------------------
Producer Per diem 20 out of town stories ] 500 10,000 40,000
---------------------------------------------------------------------------------------------------------------------------------
Total for 680-00 40,000
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
TOTAL ABOVE-THE-LINE 656,650
---------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
Acct. # Description amount Units x Rate Subtotal Total
--------------------------------------------------------------------------------------------------------------------------------
706-00 HOST TAPING
---------------------------------------------------------------------------------------------------------------------
706-01 HOST TAPING
---------------------------------------------------------------------------------------------------------------------
Video Crew (Wraps/Titles) 8 days 2 camera 3 man crew 2,300 18,400
---------------------------------------------------------------------------------------------------------------------
Venue Fee 8 days 400 3,200
---------------------------------------------------------------------------------------------------------------------
Makeup/Hair 8 days 350 2,800
---------------------------------------------------------------------------------------------------------------------
Wardrobe 8 days 350 2,800
---------------------------------------------------------------------------------------------------------------------
Teleprompter 8 days rental 500 4,000
---------------------------------------------------------------------------------------------------------------------
Catering 8 days 200 1,600
---------------------------------------------------------------------------------------------------------------------
Limo 2 days 200 400
---------------------------------------------------------------------------------------------------------------------
Props/Set Dressing 8 days rental 500 4,000 37,200
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
Total for 706-00 37,200
--------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
710,00 CAMERA
---------------------------------------------------------------------------------------------------------------------
710-02 REMOTE SHOOTING
---------------------------------------------------------------------------------------------------------------------
Remote Shooting Crews 89 days/avg of 1-2 stories day 1,600 142,400 142,400
--------------------------------------------------------------------------------------------------------------------------------
Total for 710-00 142,400
--------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
755-00 WARDROBE
---------------------------------------------------------------------------------------------------------------------
755-02 ALTERATIONS
---------------------------------------------------------------------------------------------------------------------
Alterations allow 1,200 1,200
---------------------------------------------------------------------------------------------------------------------
755-03 CLEANING & DYING
---------------------------------------------------------------------------------------------------------------------
Cleaning allow 300 300
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
755-05 WARDROBE GENERAL PURCHASE
---------------------------------------------------------------------------------------------------------------------
Wardrobe purchase allow 1,000 2,000 3,500
--------------------------------------------------------------------------------------------------------------------------------
Total for 750-00 3,500
--------------------------------------------------------------------------------------------------------------------------------
25
Amazing Tails
Season II
-----------------------------------------------------------------------------------------------------------------------------------
Acct. # Description amount Units x Rate Subtotal Total
-----------------------------------------------------------------------------------------------------------------------------------
765-00 POST PRODUCTION SOUND
--------------------------------------------------------------------------------------------------------
765-01 AUDIO POST & SWEETENING
--------------------------------------------------------------------------------------------------------
Audio Post & Sweetening 26 eps DATS and D88's NTSC 1,400 36,400 (Locked)
--------------------------------------------------------------------------------------------------------
Narration Recording 10 days 1 host 500 5,000 41,400
-----------------------------------------------------------------------------------------------------------------------------------
765-02 SOUND TAPE
--------------------------------------------------------------------------------------------------------
AUDIO TAPE PURCHASES 26 EPS DATs and D88's NTSC 150 3,900 3,900
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL FOR 760-00 45,300
-----------------------------------------------------------------------------------------------------------------------------------
775-00 LOCATION EXPENSES
--------------------------------------------------------------------------------------------------------
775-01 SITE RENTALS/PERMITS
--------------------------------------------------------------------------------------------------------
Permits, etc. allow 3,000 2,000
-----------------------------------------------------------------------------------------------------------------------------------
775-18 MISC. LOCATION EXPENSES
--------------------------------------------------------------------------------------------------------
Misc. Expenses 26 eps/runner,fedex 50 1,300 1,300
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL FOR 775-00 3,300
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL PRODUCTION 231,700
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
800-00 EDITING
--------------------------------------------------------------------------------------------------------
800-01 EDITORS & ASSISTANTS
--------------------------------------------------------------------------------------------------------
Off-line Editors 20 wk. 5 2,800 180,000
--------------------------------------------------------------------------------------------------------
Assistant Editor 30 wk. 900 27,000
--------------------------------------------------------------------------------------------------------
Post prod. supervisor 25 wks. 2,000 50,000
--------------------------------------------------------------------------------------------------------
Fring 0.18 46,260 303,260
-----------------------------------------------------------------------------------------------------------------------------------
800-07 EDITORIAL MESSENGER SERV.
--------------------------------------------------------------------------------------------------------
Messenger allow 0 0 0
-----------------------------------------------------------------------------------------------------------------------------------
800-11 EDIT FACILITY/EQUIPMENT
--------------------------------------------------------------------------------------------------------
Off-line machine rental Avid 30 wk 2 2,250 135,000 135,000
-----------------------------------------------------------------------------------------------------------------------------------
800-20 FRINGES
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL FOR 800-00 438,260
-----------------------------------------------------------------------------------------------------------------------------------
830-00 STOCK SHOTS
--------------------------------------------------------------------------------------------------------
830-01 LAB PROCESSING
--------------------------------------------------------------------------------------------------------
Tape trans./Motion cont. allow 800 800
-----------------------------------------------------------------------------------------------------------------------------------
830-02 STOCK PHOTOGRAPHY
--------------------------------------------------------------------------------------------------------
Stock Footage 26 eps 1 or 2 mins per show 600 15,600
--------------------------------------------------------------------------------------------------------
Photo/Still purchase 26 eps 1 or 2 per show 100 2,600
--------------------------------------------------------------------------------------------------------
Photo/Still purchase 26 eps 1 or 2 per show 100 2,600 20,800
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL FOR 830-00 21,600
-----------------------------------------------------------------------------------------------------------------------------------
26
AMAZING TAILS PAGE 4
SEASON 11
------------------------------------------------------------------------------------------------------------------------------------
Acct # Description amount Units x Rate Subtotal Total
------------------------------------------------------------------------------------------------------------------------------------
832-00 VIDEO TAPE POST PROD.
----------------------------------------------------------------------------------------------------------------------
832-01 ON-LINE FACILITY & EDITOR
----------------------------------------------------------------------------------------------------------------------
ON-LINE 20 wk 9,000 180,000 180,000
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
832-03 MASTER & PROJECTION STK (CONT'D)
----------------------------------------------------------------------------------------------------------------------
Show Masters/protection 26 eps digital 2 100 5,200 5,200
------------------------------------------------------------------------------------------------------------------------------------
832-04 OTHER STOCK
----------------------------------------------------------------------------------------------------------------------
Field stock (Beta) 89 days 6 25 13,350 13,350
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
TOTAL FOR 832-00 198,550
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
TOTAL POST PRODUCTION 658,410
------------------------------------------------------------------------------------------------------------------------------------
910-00 ADMINISTRATIVE EXPENSES
----------------------------------------------------------------------------------------------------------------------
910-02 FURNITURE RENTAL
----------------------------------------------------------------------------------------------------------------------
Furniture 7 mo 100 700 700
------------------------------------------------------------------------------------------------------------------------------------
910-03 OFFICE SPACE RENTAL
----------------------------------------------------------------------------------------------------------------------
Office rental 7.5 mo negotiated as of 8/13/97 1,750 13,125 13,125
------------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
910-04 MISC. ADMIN. EXPENSES
---------------------------------------------------------------------------------------------------------------------
Office Equipment allow 250 250
---------------------------------------------------------------------------------------------------------------------
Phone/fax 7.5 mo 1,000 7,500
---------------------------------------------------------------------------------------------------------------------
Messenger 7.5 mo 250 1,875
---------------------------------------------------------------------------------------------------------------------
Postage 7.5 mo 100 750
---------------------------------------------------------------------------------------------------------------------
Office supplies 7.5 mo 250 1,875
---------------------------------------------------------------------------------------------------------------------
Photocopy 7.5 mo 300 2,250
---------------------------------------------------------------------------------------------------------------------
Beta screening machine 7.5 mo 1.700 12,750
---------------------------------------------------------------------------------------------------------------------
Craft Service allow 300 300 27,550
------------------------------------------------------------------------------------------------------------------------------------
910-05 COMPUTER RENTAL/SOFTWARE
---------------------------------------------------------------------------------------------------------------------
Computer rental 7.5 mo 5 400 15,000
---------------------------------------------------------------------------------------------------------------------
Software allow 2,000 2,000 17,000
------------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
910-07 MUSIC
---------------------------------------------------------------------------------------------------------------------
Music/needle drop/composer fee allow 35,000 35,000 35,000
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
TOTAL FOR 910-00 93,375
------------------------------------------------------------------------------------------------------------------------------------
27
AMAZING TAILS PAGE 5
SEASON 11
------------------------------------------------------------------------------------------------------------------------------------
TOTAL OTHER 93,375
------------------------------------------------------------------------------------------------------------------------------------
TOTAL ABOVE-THE-LINE 656,650
------------------------------------------------------------------------------------------------------------------------------------
TOTAL BELOW-THE-LINE 890,110
------------------------------------------------------------------------------------------------------------------------------------
ABOVE & BELOW-THE-LINE 1,546,760
------------------------------------------------------------------------------------------------------------------------------------
TOTAL ABOVE BELOW & OTHER 1,640,135
------------------------------------------------------------------------------------------------------------------------------------
975-00 CONTINGENCY 0.00% 0
------------------------------------------------------------------------------------------------------------------------------------
990-00 INSURANCE see attached quote/3yrs E&O 46,000
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
TOTAL BEFORE PRODUCTION FEE 1,686,135
------------------------------------------------------------------------------------------------------------------------------------
PRODUCTION FEE 7.00% 118,029
------------------------------------------------------------------------------------------------------------------------------------
GRAND TOTAL 1,732,135
------------------------------------------------------------------------------------------------------------------------------------
28
PART OF AGREEMENT BETWEEN TEAM ENTERTAINMENT GROUP
AND DISCOVERY COMMUNICATIONS, INC.
DATED SEPTEMBER 19, 1997
EXHIBIT C
PRODUCTION SCHEDULE
[TEN (10) PAGES TO FOLLOW]
Exhibit C - Page 1 of 11
29
FINAL
SEPTEMBER 1997 "AMAZING TAILS"
SEASON II
MONTHLY PLANNER
September 1
September 2
September 3
September 4
September 5
September 6
September 7
September 8
September 9
September 10
September 11
September 12
September 13
September 14
September 15
September 16
September 17
September 18
September 19
September 20
September 21
September 22
September 23
September 24
September 25
September 26
September 27
September 28
September 29 Xxxxx shoots begin
Office set up
Producers in
Researcher in
Story editor in
September 30 Field shoots
Page 2 of 11
30
OCTOBER 1997 "AMAZING TAILS"
SEASON II
MONTHLY PLANNER
October 1 Field shoots
October 2 Field shoots
October 3 Field shoots
October 4
October 5
October 6 Xxxxx shoots
PA's in
October 7 Field shoots
October 8 Field shoots
October 9 Field shoots
October 10 Assistant editor in
Field shoots
October 11
October 12
October 13 Xxxxx shoots
off line editor 1 in
October 14 Field shoots
October 15 Field shoots
October 16 Field shoots
October 17 Field shoots
October 18
October 19
October 20 Field shoots
October 21 Field shoots
October 22 Field shoots
October 23 Field shoots
October 24 Field shoots
October 25
October 26
October 27 Field shoots
October 28 Field shoots
October 29 Field shoots
October 30 Field shoots
October 31 Field shoots
Page 3 of 11
31
NOVEMBER 1997 "AMAZING TAILS"
SEASON II
MONTHLY PLANNER
November 1
November 2
November 3 Field shoots
Off-line
editor 2 in
November 4 Field shoots
November 5 Field shoots
November 6 Field shoots
November 7 Field shoots
November 8
November 9
November 10 Field shoots
November 11 Field shoots
November 12 Field shoots
November 13 Field shoots
November 14 Field shoots
November 15
November 16
November 17 Field shoots
Off-line editor 3 in
Off-line editor 4 in
November 18 Field shoots
November 19 Field shoots
November 20 Field shoots
November 21 Field shoots
November 22
November 23
November 24 Field shoots
November 25 Field shoots
November 26 Field shoots
November 27 Field shoots
November 28 Field shoots
November 29
November 30
Page 4 of 11
32
DECEMBER 1997 "AMAZING TAILS"
SEASON II
MONTHLY PLANNER
December 1 Field shoots
December 2 Field shoots
December 3 Field shoots
December 4 Field shoots
December 5 Field shoots
December 6
December 7
December 8 Field shoots
Host wraps eps 1-13
Post Supervisor in
December 9 Field shoots
Host wraps eps 1-13
December 10 Field shoots
Host wraps eps 1-13
December 11 Field shoots
Host wraps eps 1-13
December 12 Field shoots
December 13
December 14
December 15 Xxxxx shoots
VO Narration record
December 16 Xxxxx shoots
VO Narration record
December 17 Field shoots
December 18 Field shoots
December 19 Field shoots
December 20
December 21
December 22 Hiatus
December 23 Hiatus
December 24 Hiatus
December 25 Hiatus
December 26 Hiatus
December 27
December 28
December 29 Hiatus
December 30 Hiatus
December 31 Hiatus
Page 5 of 11
33
JANUARY 1998 "AMAZING TAILS"
SEASON II
MONTHLY PLANNER
January 1 Hiatus
January 2 Hiatus
January 3
January 4
January 5 Field shoots
Off-line editor 5 in
On-line eps 1-13
January 6 Field shoots
On-line eps 1-13
January 7 Field shoots
On-line eps 1-13
January 8 Field shoots
On-line eps 1-13
January 9 Field shoots
On-line eps 1-13
January 10
January 11
January 12 Field shoots
On-line eps 1-13
January 13 Field shoots
On-line eps 1-13
January 14 Field shoots
On-line eps 1-13
January 15 Field shoots
On-line eps 1-13
January 16 Field shoots
On-line eps 1-13
January 17
January 18
January 19 Field shoots
On-line eps 1-13
January 20 Field shoots
On-line eps 1-13
January 21 Field shoots
On-line eps 1-13
January 22 Field shoots
On-line eps 1-13
January 23 Field shoots
On-line eps 1-13
January 24
January 25
January 26 Field shoots
On-line eps 1-13
January 27 Field shoots
On-line eps 1-13
January 28 Field shoots
On-line eps 1-13
January 29 Field shoots
On-line eps 1-13
January 30 Field shoots
On-line eps 1-13
January 31
Page 6 of 11
34
FEBRUARY 1998 "AMAZING TAILS"
SEASON II
MONTHLY PLANNER
February 1
February 2 Field shoots
On-line eps 1-13
February 3 Field shoots
On-line eps 1-13
February 4 Field shoots
On-line eps 1-13
February 5 Field shoots
On-line eps 1-13
February 6 Field shoots
On-line eps 1-13
February 7
February 8
February 9 Field shoots
On-line eps 1-13
February 10 Audio Sweetening
eps 1-13
Field shoots
On-line eps 1-13
February 11 Audio Sweetening
eps 1-13
Field shoots
On-line eps 1-13
February 12 Audio Sweetening
eps 1-13
Field shoots
On-line eps 1-13
February 13 Audio Sweetening
eps 1-13
On-line eps 1-13
February 14
February 15
February 16 Audio Sweetening
eps 1-13
On-line eps 1-13
February 17 Audio Sweetening
eps 1-13
On-line eps 1-13
February 18 Audio Sweetening
eps 1-13
On-line eps 1-13
February 19 Audio Sweetening
eps 1-13
On-line eps 1-13
February 20 Audio Sweetening
eps 1-13
On-line eps 1-13
February 21
February 22
February 23 Audio Sweetening
eps 1-13
On-line eps 1-13
February 24 Audio Sweetening
eps 1-13
On-line eps 1-13
February 25 Audio Sweetening
eps 1-13
On-line eps 1-13
February 26 Audio Sweetening
eps 1-13
On-line eps 1-13
February 27 Audio Sweetening
eps 1-13
On-line eps 1-13
Story editor out
February 28
Page 7 of 11
35
MARCH 1998 "AMAZING TAILS"
SEASON II
MONTHLY PLANNER
March 1
March 2 Audio Sweetening eps 1-13
On-line eps 1-13
March 3 Audio Sweetening eps 1-13
On-line eps 1-13
March 4 Audio Sweetening eps 1-13
On-line eps 1-13
March 5 Audio Sweetening eps 1-13
On-line eps 1-13
March 6 Audio Sweetening eps 1-13
On-line eps 1-13
March 7
March 8
March 9 Audio Sweetening eps 1-13
On-line eps 1-13
March 10 Audio Sweetening eps 1-13
On-line eps 1-13
March 11 Audio Sweetening eps 1-13
On-line eps 1-13
March 12 Audio Sweetening eps 1-13
On-line eps 1-13
March 13 Audio Sweetening eps 1-13
off-line editor 1 out
On-line eps 1-13
March 14
March 15
March 16 Audio Sweetening eps 1-13
March 17 Audio Sweetening eps 1-13
March 18
March 19
March 20 deliver eps 1-13
March 21
March 22
March 23 Host wraps eps 14-26
March 24 Host wraps eps 14-26
March 25 Host wraps eps 14-26
March 26 Host wraps eps 14-26
March 27
March 28
March 29
March 30 VO & Narration record
March 31 VO & Narration record
Page 8 of 11
36
APRIL 1998 "AMAZING TAILS"
SEASON II
MONTHLY PLANNER
April 1 Begins on line eps
14-26
VO & Narration
record
April 2 On-line eps 14 - 26
April 3 off-line editor 2
out
On-line eps 14 - 26
Researcher out
April 4
April 5
April 6 On-line eps 14 - 26
April 7 On-line eps 14 - 26
April 8 On-line eps 14 - 26
April 9 On-line eps 14 - 26
April 10 On-line eps 14 - 26
April 11
April 12
April 13 On-line eps 14 - 26
April 14 On-line eps 14 - 26
April 15 On-line eps 14 - 26
April 16 On-line eps 14 - 26
April 17 Off-line editor 3 out
Off-line editor 4 out
On-line eps 14 - 26
April 18
April 19
April 20 On-line eps 14 - 26
April 21 On-line eps 14 - 26
April 22 On-line eps 14 - 26
April 23 On-line eps 14 - 26
April 24 On-line eps 14 - 26
April 25
April 26
April 27 On-line eps 14 - 26
April 28 On-line eps 14 - 26
April 29 On-line eps 14 - 26
April 30 On-line eps 14 - 26
Page 9 of 11
37
MAY 1998 "AMAZING TAILS"
SEASON II
MONTHLY PLANNER
May 1 On-line eps 14-26
May 2
May 3
May 4 On-line eps 14-26
May 5 On-line eps 14-26
May 6 On-line eps 14-26
May 7 On-line eps 14-26
May 8 Coordinating producer out
On-line eps 14-26
Series producer out
May 9
May 10
May 11 On-line eps 14-26
May 12 On-line eps 14-26
May 13 Audio Sweetening eps 14-26
On-line eps 14-26
May 14 Audio Sweetening eps 14-26
On-line eps 14-26
May 15 Audio Sweetening eps 14-26
On-line eps 14-26
May 16
May 17
May 18 Audio Sweetening eps 14-26
On-line eps 14-26
May 19 Audio Sweetening eps 14-26
On-line eps 14-26
May 20 Audio Sweetening eps 14-26
On-line eps 14-26
May 21 Audio Sweetening eps 14-26
On-line eps 14-26
May 22 Audio Sweetening eps 14-26
Off-line editor 5 out
On-line eps 14-26
May 23
May 24
May 25 Audio Sweetening eps 14-26
On-line eps 14-26
May 26 Audio Sweetening eps 14-26
On-line eps 14-26
May 27 Audio Sweetening eps 14-26
On-line eps 14-26
May 28 Audio Sweetening eps 14-26
On-line eps 14-26
May 29 Audio Sweetening eps 14-26
On-line eps 14-26
May 30
May 31
Page 10 of 11
38
JUNE 1998 "AMAZING TAILS"
SEASON II
MONTHLY PLANNER
June 1 Audio Sweetening eps 14-26
On-line eps 14-26
June 2 Audio Sweetening eps 14-26
On-line eps 14-26
June 3 Audio Sweetening eps 14-26
On-line eps 14-26
June 4 Audio Sweetening eps 14-26
On-line eps 14-26
June 5 Audio Sweetening eps 14-26
On-line eps 14-26
June 6
June
June 8 Audio Sweetening eps 14-26
On-line eps 14-26
June 9 Audio Sweetening eps 14-26
On-line eps 14-26
June 10 Audio Sweetening eps 14-26
On-line eps 14-26
June 11 Audio Sweetening eps 14-26
June 12 Audio Sweetening eps 14-26
Line producer out
PA out
June 13
June 14
June 15 Audio Sweetening eps 14-26
June 16 Audio Sweetening eps 14-26
June 17 Audio Sweetening eps 14-26
June 18
June 19 Deliver eps 14-26
June 20
June 21
June 22
June 23
June 24
June 25
June 26
June 27
June 28
June 29
June 30
Page 11 of 11
39
PART OF AGREEMENT BETWEEN TEAM ENTERTAINMENT GROUP
AND DISCOVERY COMMUNICATIONS, INC.
DATED SEPTEMBER 19, 1997
EXHIBIT D
PROGRAM MATERIALS
The Program Materials for the each Program in the Series shall consist
of elements and documentation listed below. Producer and DCI further agree
that DCI may require Producer to deliver certain other materials in addition
to the Program Materials specifically listed below (the "Additional Program
Materials"). Any and all Additional Program Materials will be delivered to DCI
by Producer and included as part of the Program Materials, provided that, if
and to the extent the cost of any Additional Program Materials cannot be
accommodated within DCI approved Production Budget, Producer shall give DCI
written notice of the incremental direct, out-of-pocket cost involved and
secure DCI's prior written approval before incurring such additional cost.
INCOMPLETE DELIVERY: To the extent that any materials or documents are
incomplete or fail to meet the material requirements specified herein, DCI
shall so notify Producer with reasonable specificity, and Producer shall
promptly thereafter correct all such deficiencies by making delivery to DCI of
the proper materials and documents required hereunder. Acceptance by DCI of
less than all of the items required for delivery of the program and/or release
of the program by DCI prior to delivery of all of the items required for
delivery of the program shall not be construed as a waiver by DCI of
Producer's obligation to deliver any item required hereunder. Under no
circumstances shall Producer be relieved of the obligation to deliver all of
the materials and documents required hereunder, nor shall DCI be deemed to
have waived any of said delivery requirements unless DCI shall so notify
Producer in writing designating the particular item or items which need not be
delivered by Producer to DCI. If Producer fails to correct the deficiency in
a timely manner and if DCI is required to correct the deficiencies directly,
DCI reserves the right take steps to recover those direct costs incurred by
withholding those direct costs from the final payment/production fee.
PROGRAM MATERIAL DELIVERY DATES:
A. Program Milestone Materials:
Al-A9: Due no later than October 6, 1997
A10-A11: Due no later than January 5, 1998
A12: Due no later than February 9, 1998
Exhibit D - Page 1 of 10
40
B. Program Master Tapes:
Programs 1-13: Due no later than March 20, 1998
Programs 14-26: Due no later than June 19, 1998
C. Program Production Elements Binders
Programs 1-13: Due no later than April 6, 1998
Programs 14-26: Due no later than July 3,1998
D. Program Legal Binders:
Programs 1-13: Due no later than April 6, 1998
Programs 14-26: Due no later than July 3, 1998
E. Final Accounting Binder:
Due no later than July 3, 1998
A. PROGRAM MILESTONE MATERIALS:
1. CLEARANCE/RELEASE DOCUMENTS: Refer to Clause 2.4 and 2.5 of the contract
agreement. Legal counsel for the production company is required to have
provided the following documents to the production before the start of
principal photography. Confirmation of this legal review is required by
DCI.
a) Personal Appearance Releases
b) Talent Releases and contracts
c) Location Releases
d) Name Product/Logo Releases
e) Acquired Footage/Still Photography Clearance
f) Acquired Public Domain Documentation
2. PRODUCTION INSURANCE POLICIES AND CARNET: Copy of production's insurance
policy from the insurance company. Confirmation of Carnet documentation.
3. SEGREGATED PRODUCTION BANK ACCOUNT. Verification of one production bank
account and identification of two authorized signatories.
4. PRODUCTION CONTRACTOR AGREEMENTS: Confirmation of agreements for all
listed in the contracted budget. All contracts are to be fully executed
before any payment is made to that hire.
a) Personnel
b) Crew
c) Graphics
d) Music: Original and License source agreements
e) Equipment
Exhibit D - Page 2 of 10
41
f) Facilities
5. BIOGRAPHIES/RESUMES/CV'S: BIOGRAPHIES AND PHOTOS (when available) on key
talent, producer, and director. Resumes /CV's and demo tapes (if
required) on all key departmental personnel.
6. PRODUCTION CONTACT SHEET. Current draft of all production personnel,
vendors and facilities relevant to the program's production including
name, address, telephone number and role. (This is for DCI internal
purposes only).
7. FORMAT LIST: Technical list of audiotape and videotape formats used in
production and post production process before principal photography
begins. Description of production and post-production process (i.e.
transfer formats, editing formats, mastering formats, delivery formats)
including a list of all audio and video formats indicating whether an
analog or digital signal pass is used.
8. MONTHLY COST REPORTING: Each month the following accounting documents
are to be produced by the program's production accountant and production
manager and sent to DCI Production Management for review:
a) Cost Report
b) Accompanying bank statements
c) Bank reconciliation
d) Check register
e) One Sheet Explanation of Variances.
f) Monthly Production Report
9. ACCOUNTING POLICY: Written policy for Travel and Entertainment
reimbursements invoice approval and payment process and xxxxx cash sign
out and reconciliation.
10. PROMOTIONAL SLIDES: Minimum of 30, professional quality (a professional
photographer does not need to be hired), 35mm color slides, all
materials cleared for use in all media, all markets worldwide in
perpetuity. Said slides shall depict different scenes from the Program
and principal "players". Please follow the enclosed DCI Promotional
Stills Guidelines.
11. PRODUCTION SLIDES INFORMATION FORM: Producers are required to complete
the two page "Production Stills Information Sheet" for all
slides/stills.
Exhibit D - Page 3 of 10
42
12. PROMOTIONAL SELECT REELS: BETACAM SP NTSC tape of A minimum of ten
minutes (or at the request of DCI) of broadcast quality footage (without
sound - non produced) required at milestones of production and post
production to be used by DCI in any medium to promote the program or DCI
All materials cleared for use in all media, all markets worldwide for
the license term.
13. ONE SHEET: Program description of 100 words or more for each episode.
B. PROGRAM MASTER TAPES:
A COMPLETED DCI RUNSHEET & TAPE EVALUATION REPORT MUST BE ENCLOSED WITH
EACH PROGRAM MASTER TAPE AND PROTECTION MASTER TAPE.
1. DIGITAL BETACAM NTSC STEREO MASTER (MONO COMPATIBLE), 26 x 25:00 minute
program with graphics, titles and credits**. Such version of each
program shall be at least (25:00) consecutive, seamless minutes in
length (with text graphics included). Time code on ASTC.
Audio: Channel 1: Full mix stereo left
Channel 2: Full mix stereo right
Channel 3: M&E w/dialogue, stereo left Final mix level - not
dipped for narration
Channel 4: M&E w/dialogue, stereo right Final mix level - not
dipped for narration
Final narration should be delivered on a separate DAT
NOTE: All Stereo shall be fully mono compatible. Fully mono compatible
means that when the left and right stereo channels are actively combined
to mono there is no discernible change in audio level or fidelity.
2. DIGITAL BETACAM NTSC STEREO PROTECTION MASTER (MONO COMPATIBLE).
Specifications as B-1. Ship Protection Masters for quality control (QC)
acceptance then ship Masters for qc acceptance.
3. DIGITAL BETACAM NTSC MONO MASTER, 26 x 25:00 minute program with
graphics, titles and credits**. Such version of each program shall be
at least (00:00) consecutive, seamless minutes in length (with text
graphics included). Time code on ASTC.
Exhibit D - Page 4 of 10
43
Audio: Channel 1: Full mix
Channel 2: Music Final mix level - not dipped for narration
Channel 3: Effects Final mix Level - not dipped for narration
Channel 4: Dialogue Final mix level - not dipped for narration
Final narration should be delivered on separate DAT
4. DIGITAL BETACAM NTSC MONO PROTECTION MASTER. Specifications as B-1. Ship
Protection Masters for quality control (QC) acceptance then ship Masters
for QC acceptance.
5. **SEPARATE TEXTLESS MASTER 26 x 25:00 program without graphics, titles,
and credits. Specifications as B-1. Time code on ASTC.)
OR
**CLEAN COVER SHOTS for all graphics, titles or credits should be attached to
the end of each tape. A list of lower third graphics/super shots
with program running time reference which need title/text graphics
for all programs should be supplied.
6. SCRIPT TRANSCRIPTION TAPE: FIRST GENERATION VHS NTSC dub of program
master with visible time code (VTC). The transcription tape is to be
sent directly to the transcription vendor at the same time the master
is sent to DCI for QC.
7. GRAPHICS MASTER: DIGITAL BETACAM NTSC:
a) Full open should be a minimum of at least:15 seconds, including
a :02 pad to dissolve out. Title should resolve :02 seconds
before pad (i.e., if title is :15, resolve should end by :13).
b) Title Elements with matts - should be a keyable title not just a
type treatment.
c) Full open with clean resolve without title logo.
d) All background elements.
e) Any animated moves, including all layered pieces.
f) Any elements that could be used for promotions.
g) Credit bed - clean of text graphics/supers. Maximum length of
credits are :30 seconds.
8. VIEWING MASTER: FIRST GENERATION VHS OR 3/4" U-MATIC NTSC approval
copy of final master.
Exhibit D - Page 5 of 10
44
9. MUSIC AND NARRATION DATS: Copies of original recordings of all
commissioned music on DAT and Midi file. Final Narration DAT.
10. SEPARATE AUDIO - One DA-88 or Three DAT Tapes. EXCEPT for FULL MIX
tracks, DA-88 or DAT tapes are to be delivered at FINAL MIX CONSTANT
LEVEL (i.e. will re-create final mix, without dips for narration, using
fixed pre-set fader positions) on separate tracks or as follows:
(DA-88/DATS must be in sync with matching time code to Edit Masters).
(FOR STEREO MASTERS ONLY)
OR
-------------------------------------------------------------
AUDIO DAT DA-88
ASSIGNMENT -------
TAPE #1
STEREO
-------------------------------------------------------------
Full Mix Stereo Left TAPE #1 1
Channel 1
-------------------------------------------------------------
Full Mix Stereo Right Channel 2 2
-------------------------------------------------------------
Music Stereo Left TAPE #2 3
Channel l
-------------------------------------------------------------
Music Stereo Right Channel 2 4
-------------------------------------------------------------
Effects Stereo Left TAPE #3 5
Channel 1
-------------------------------------------------------------
Effects Stereo Right Channel 2 6
C. PROGRAM PRODUCTION ELEMENT BINDER:
1. PROGRAM SCRIPT: Script will be supplied directly to DCI by DCI
Transcription Vendor.
2. EDIT DECISION LIST (EDL) AND EDL DISK: Typewritten hard copy and CMX
compatible DOS 3.5" computer disk. May also include AVID EDL output on
3.5" computer disk and hard copy.
3. SUGGESTED EDL: Producer's suggested edit list to bring the program to
DCI's time requirements.
Exhibit D - Page 6 of 10
45
4. MUSIC CUE SHEETS: One copy of the music cue sheet detailing all music
contained in the program including the title of each composition, the
names of composers, publishers, and copyright owners, the usage (whether
instrumental, instrumental-visual, vocal-visual or otherwise), the place
and number of such uses in the program and running time for each cue,
the performing rights society involved, and any other information
customarily set forth in music cue sheets.
5. CHYRON LIST: List of all supered shots, lower third titles/identification
and text graphics for the program. The program running timecode reference
for the title/text graphics for master all versions.
6. CREDIT LIST: DCI APPROVED, AS BROADCAST CREDIT LIST for each episode of
the series. Denoting (*) all contractually obligated credits which have
received DCI's prior approval. Include all copyright information. Due
to time restrictions, DCI reserves the right to reduce
non-contractually obligated credits. (Credit roll is not to exceed :30
unless otherwise approved by DCI.)
7. PRODUCTION STILLS INFORMATION FORM: Copy of the two page "Production
Stills Information Sheet" for all slides/stills.
8. FINAL FORMAT LIST: As produced technical list of audiotape and
videotape formats used in production and post production. Description
of production and post-production process (i.e. transfer formats,
editing formats, mastering formats, delivery formats) including a list
of all audio and video formats indicating whether an analog or digital
signal pass.
9. PROGRAM MASTER INVENTORY LISTS: Typewritten inventories of all program
materials, field masters and master audio and video tapes elements
including a copy of all packing lists sent to DCI.
D. PROGRAM LEGAL BINDER:
1. MUSIC CUE SHEETS: Duplicate copy.
2. CHYRON LIST: Duplicate copy,
3. CREDIT LIST: Duplicate copy.
Exhibit D - Page 7 of 10
46
4. INSURANCE DOCUMENTS: Final and original documents of all Production and
E&O Insurance policies.
5. BBCWA DECLARATION FORM: Completion and delivery to the BBCWA and DCI of
the Declaration Form for all BBC materials used within the program.
6. COPIES OF ACQUIRED MATERIALS/RELEASE DOCUMENTS: Copies of all Acquired
Materials/Release documents and corresponding log sheet. All clearances
are to be fully executed. All documents are to be cleared for the license
term. If a DCI waiver has been issued, copies of all DCI written waivers
are to be attached to the release. Foreign language releases require an
attached English translation: (See sample exhibits). Release
classification:
a) Personal Appearance Releases
b) Talent Releases and contracts
c) Location Releases
d) Name Product/Logo Releases
e) Acquired Footage/Still Photography Clearance
f) Acquired Public Domain Statement and Documentation
7. COPIES OF PRODUCTION CONTRACTOR AGREEMENTS: Copies of all third party
contracts for all listed in the contracted budget. All contracts are to
be fully executed.
a) Personnel
b) Crew
c) Graphics
d) Music: Original and License source agreements
e) Equipment
f) Facilities
8. LOG SHEETS: Required inventory of all documents. Completion of Log Sheets
for all Acquired Materials/Release/Contract documents organized by
classification and in the sequential order they appear in the program.
The legal document is to have the log/contract number, program title
and running timecode from the master on each document. Except for Archive
materials, once the release has been recorded on the log sheet, you do
not have to re-record the release on the log. Releases that were not used
within the program are still to be listed at the bottom of the Log Sheets,
however please indicate the time-code column "not used" or "out-take".
If any of the following clearance documents are not required for your
production
Exhibit D - Page 8 of 10
47
you still required to complete a log sheet - Indicate "MATERIAL NOT
USED IN THIS PRODUCTION".
LOG SHEETS:
a) Personal Appearance Releases Log Sheet
b) Location Releases Log Sheet
c) Name Product/Logo Releases Log Sheet
d) Acquired Footage/Still Photography & Public Domain Clearance
e) Contractor Log Sheet
f) Talent Log Sheet
9. FINAL PRODUCTION CONTACT SHEET. Final contact sheet of all production
personnel, vendors and facilities relevant to the program's production
including name, address, telephone number and role. (This is for DCI
internal purposes only).
10. FINAL RESEARCH CONTACT SHEET: Includes all research contacts for all on
and off camera experts, trade organizations, fact checking used in the
production of the program and for script verification including name,
address, telephone number and role. (This is for DCI internal purposes
only.)
11. PROGRAM INFORMATION FACT SHEET: Completion of the Program Information
Fact Sheet Exhibit.
E. FINAL ACCOUNTING BINDER:
FINAL COST ACCOUNTING: Final documents are to certified as true and signed by
the program's production accountant, production manager and Executive Producer
as to the total and final cost of production. All documents are to be filed in
date order.
1. COST REPORTS AND FINAL COST REPORT: Copies of all monthly cost reports
including Final Cost Report.
2. FINAL MONTHLY PRODUCTION REPORTS: All original Production Reports
organized by date. Reports' correspond to the Final Production Schedule.
3. BANK STATEMENTS: Copies of all Bank Statements including final
Statement.
4. BANK RECONCILIATION: Copies of all Bank Reconciliation including Final
Reconciliation.
Exhibit D - Page 9 of 10
48
5. ACCOUNTING POLICY: Duplicate copy of Travel and Entertainment
reimbursements invoice approval and payment process and xxxxx cash sign
out and reconciliation policies.
SEND PROGRAM MATERIALS TO: XXXXX XXXX/DCI VAULT OPERATIONS
DISCOVERY COMMUNICATIONS, INC.
REFERENCE: XXXXXX XXXXXXXX
0000 XXXXXXXXX XXXXXX
XXXXXXXX, XXXXXXXX 00000-0000
(PLEASE FOLLOW THE REQUIRED DCI SHIPPING, LABELING AND INVENTORY
REQUIREMENTS FOR ALL SHIPMENTS.)
Exhibit D - Page 10 of 10
49
AMAZING TAILS SEASON 2
PAYMENT SCHEDULE
ALL PAYMENTS HEREUNDER ARE SUBJECT TO SATISFACTORY COMPLETION OF THE APPLICABLE
PRODUCTION MILESTONE AND RECEIPT OF THE APPLICABLE COST REPORT, BANK STATEMENT
AND BANK RECONCILIATION.
PAYMENT PRODUCTION PAYMENT PAYMENT DATE*
NUMBER MILESTONE AMOUNT
----------------------------------------------------------------------------------------------------
Producer hereby acknowledges receipt of $75,000.00
1 Payable upon execution of this Agreement by $159,260.00
both parties
2 Payable upon delivery to and approval by DCI $226,680.00 Not earlier than
of Story segment outlines 1-10, and Program October 15, 1997
Materials A1-A9.
3 Payable upon delivery to and approval by DCI $159,254.00 Not earlier than
of Story segment outlines 11-35, Scripts for January 6, 1998
host wraps for programs 1-13, Story segment
rough cuts of segments 1-25, rough cuts of
programs 1-13.
4 Payable upon delivery to and approval by DCI $156,600.00 Not earlier than
of Story segment outlines 36-50, Program February 3, 1998
materials A10-A11 for the series, fine cuts
of programs 1-3. and rough cuts of segments
26-35.
5 Payable upon delivery to and approval by DCI $74,318.00 Not earlier than
of Program material Al2 for the series. Story March 3, 1998
segment outlines 51-70, rough cuts of segments
36-60, and fine cuts of programs 4-7.
6 Payable upon delivery to and approval by DCI $79,627.00 Not earlier than
of Program material Al3, Story segment April 7, 1998
outlines 71-95, rough cuts of segments 61-75,
and fine cuts of programs 8-13.
7 Payable upon delivery to and approval by DCI $63,761.00 Not earlier than
of Program Materials binders and Legal binders May 5, 1998
for programs 1-13, Scripts for host wraps
14-26, and fine cuts of programs 14-16.
50
8 Payable upon delivery to and approval by DCI $110,500.00 Not earlier than
of fine cut, programs 17-26, master tapes, June 30, 1998
programs 14-26, Program Materials binders and
Legal binders, programs 14-26, Final
Accounting binder, and all series
materials.
TOTAL PRODUCTION FEE $1,105,000.00
51
PART OF AGREEMENT BETWEEN TEAM ENTERTAINMENT GROUP
AND DISCOVERY COMMUNICATIONS, INC.
DATED SEPTEMBER 19,1997
EXHIBIT F
NTSC TECHNICAL SPECIFICATIONS
VIDEO SPECIFICATIONS:
Video Program material shall be produced using industry standard and accepted
norms good practice and workmanship.
a) Master and source video tapes must meet industry standard or industry
accepted standards for tape format interchange.
b) Master and source video tapes must not have any visible video
impairments. Exception: Dropout count may not exceed one per running
minute
c) Vertical blanking should fall within FCC specifications.
(19 lines + or - 2 lines)
d) Horizontal blanking should fall within FCC specifications.
(10.9 + or - 0.2 microseconds, with the front and back porch 1.5 and
4.7, respectively)
e) Composite video white levels should not exceed 100 IRE units, and
program black levels should not extend below 7.5 IRE units. Neither the
program luminance whites or blacks should be clipped excessively.
f) Composite chroma levels should not exceed 110 IRE and may be clipped to
prevent transmission over modulation.
g) Horizontal and vertical synchronizing pulses, where applicable, must be
recorded in the program tape at a level of 40 IRE.
Control track (CTL) pulses must be continuous and contain color frame pulses.
The control track must be properly phased to the recorded video vertical
interval.
Each program shall be preceded with a minimum. of 1 minute of SMPTE or EIA color
bars (75% chroma amplitude) and a reference tone of 1000 or 400 Hz, followed by
a 15 second slate, a countdown and 2 seconds of black before start of program.
The tape must have a minimum of 30 seconds of black following the
Exhibit F - Page 1 of 3
52
last program picture and audio. The program material must be representative of
the audio and video reference signals.
AUDIO SPECIFICATIONS:
Audio program material shall be produced using industry standard and accepted
norms good practice and workmanship.
a) The audio portion of the master and source audio and video tapes must be
produced so that no noise, static, dropouts or extraneous distortion is
recorded in the audio.
b) AUDIO CHANNELS - STEREO AUDIO MUST BE FULLY MONO COMPATIBLE, THE AUDIO
CHANNELS MUST BE IN THE PROPER PHASE. Dolby NR should not be encoded for
Digital or 1 inch tape formats. (Note: 1 inch refers to Type C format)
c) NOTE: FULLY MONO COMPATIBILITY MEANS THAT WHEN THE LEFT AND RIGHT STEREO
CHANNELS ARE ACTIVELY COMBINED TO MONO THERE IS NO DISCERNIBLE CHANGE IN
AUDIO LEVEL OR FIDELITY.
d) Timecode - SMPTE DROPFRAME-TIMECODE IS MANDATORY!
e) Program start timecode must read 01:00:00:00.
f) All time code references, i.e. vertical interval time code, (VITC),
longitudinal time code. (LTC) or audio sector time code on Digital
formats (ASTC) MUST match exactly.
g) Program audio must reflect reference tone level. Audio levels must be
consistent throughout the program.
h) Headroom: Transmission limiters clip at +8 dB. TRANSIENT AUDIO PEAKS
MUST NOT EXCEED +10 dB ABOVE REFERENCE TONE. Due to the inherent lag in
the VU meter movement, program audio that ranges form -5 to -2 VU will
roughly equal 10 dB of headroom and not exceed specifications for
limiting peak excursions.
NOTE: CONVERSELY WHEN MASTERING TO A DIGITAL FORMAT AND/OR USING A
"PEAK" METER, SET REFERENCE TONE TO 0 VU (USUALLY -20 dB, FULL SCALE).
AUDIO THAT PEAKS AT +8 TO +10 VU, ABOVE REFERENCE, WILL PUT THE AVERAGE
LEVEL NEAR 0 VU.
Exhibit F - Page 2 of 3
53
i) Pre-emphasis: FM transmission modulators (USA) use the 75 microsecond
pre-emphasis curve. All signal processing must take into account the
pre-emphasis curve. Improper "Sweetening", i.e. excessive equalization
in the higher frequencies, can cause sibilance and severe distortion, if
the EIA 75 microsecond pre-emphasis curve is not used.
j) Audio compression: Program audio should have good dynamic range, within
the parameters listed above. Audio compression techniques used to
enhance the overall program loudness of the final mix should be avoided,
as this reduces the perception of audio quality by the listener.
Exhibit F - Page 3 of 3
54
PART OF AGREEMENT BETWEEN TEAM ENTERTAINMENT GROUP
AND DISCOVERY COMMUNICATIONS, INC.
DATED SEPTEMBER 19, 1997
EXHIBIT G
TIME REQUIREMENTS
[TO BE PROVIDED BY DCI]
Exhibit G - Page 1 of 1
55
PART OF AGREEMENT BETWEEN TEAM ENTERTAINMENT GROUP
AND DISCOVERY COMMUNICATIONS, INC.
DATED SEPTEMBER 19,1997
EXHIBIT H
PRODUCTION FACT SHEET
1. EXACT PROGRAM/SERIES TITLE:____________________________________________
2. LENGTH OF EACH EPISODE IN MINUTES __________ NUMBER OF EPISODES________
3. BROADCAST HISTORY:
*Country(s) and year where previously aired ___________________________
*Network(s) and year on which previously aired ________________________
*EXACT airdate of its World premiere, if outside the U.S.______________
4. PRODUCER________________________________________________________________
5. COUNTRY OF ORIGIN ________________________ YEAR PRODUCED _______________
6. PLEASE SEND FOLLOWING MATERIALS:
*Printed promotional material
*Host Biography
*Publicity Photos
*Series and episode description (100 words or more each)
7. AWARDS WON (Year and name of award. Category name where known): ________
________________________________________________
8. Who at your company should DCI contact with questions about information
on this form?
Name___________________________________ Phone __________________
9. HOST NAME:______________________________________________________________
l0. TALENT CONTACT (name and phone)_________________________________________
ll. COMPANION PRODUCTS (home video, books, premiums, etc.)__________________
________________________________________________________________________
12. WHO HOLDS THE COPYRIGHT? _________________________COPYRIGHT YEAR _______
13. OTHER MERCHANDISABLE INFO (Has producer or cinematographer won awards in
the past? Were there any distinguished experts involved in the
production? Did the production require technological or cinematic
innovations? Is there rare or unusual footage in the program? Will the
host be available for promotions? What inspired the making of the film?
________________________________________________________________________
14. Where should we refer viewers who want more information on your program?
________________________________________________________________________
**If you have any questions regarding this form please contact Xxxxxxxx Xxxxxxx
in Internal Program Resources at 301-986-0444 ext. 5266.
Exhibit H - Page 1 of 1
