TELEVISION DISTRIBUTION AGREEMENT
Agreement dated as of April 1, 2003 between Indievision Films, Attn:
Xxxxxx Xxxxx ("Licensor") X.X. Xxx 000, Xxxxxxx Xxxxx, XX, 00000, and
Eclectic Entertainment, Inc. ("Licensee"), 0000 X. Xxxxx Xxxx, #X-
000X, Xxx Xxxxx, XX 00000.
In consideration of the mutual covenants promised herein contained and
for other good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows.
1. DEFINITION OF TERMS
a) "Property" means the feature film or television series produced
and/or distributed by Licensor as described in Exhibit A attached
hereto.
b) "Standard Television" means exhibition by standard VHF or UHF
broadcast stations, the video and audio portions of which are
receivable without charge and without use of any receiving device
other than standard home rooftop or television set built-in
antennas.
c) "Non-Standard Television" means all forms of television
exhibition whether now existing or developed in the future, other
that "Standard Television," however transmitted or delivered
(whether by broadcast, satellite and terrestrial microwave
broadcast, cassette and disc transmission, coaxial cable
transmission, fiber optic transmission or any other means),
including without limitation basic cable, premium cable, pay-per
view, subscription television, direct broadcast satellite, closed
circuit television and lower power VHF or UHF limited facility
stations.
d) "Term" means the period commencing upon May 1, 2003 and ending at
midnight on April 30, 2004.
e) "Territory" means the United States of America, its territories
and possessions.
f) "Exhibit" means, sublicense, transmit, broadcast, cablecast,
display, exhibit, exploit, project, perform, promote, advertise,
reproduce, use and publicize and to license or authorize third
parties or assign to them the right to do all or part of the
same.
2. GRANT OF RIGHTS
Licensor hereby irrevocably grants to Licensee the sole and exclusive
right during the Term to exhibit the Property throughout the Territory
and Media herein provided.
3. EXCLUSIVITY
For the term of this agreement, Licensor shall not authorize or permit
any person, firm or corporation other than Licensee to exhibit the
Property, or any portion thereof, within the Territory or to promote
or announce any such exhibition or the availability of rights of
exhibition. The right of Licensee in said media is sole and exclusive
for the term of this agreement.
4. GUARANTEE
Licensee shall pay to Licensor the sum of one thousand two hundred
U.S. dollars ($1,200) per one-hour television episode, six hundred
U.S. dollars ($600) per half-hour television episode and one thousand
two hundred U.S. dollars ($1,200) per feature film no more than
fifteen (15) days after the signing of this agreement.
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5. DELIVERY OF PHYSICAL MATERIALS
No later than three (3) days Licensor's receipt of funds. Licensor
shall deliver to Licensee or any professional technical facility
designated by Licensee all materials set forth in Exhibit A attached
hereto which shall conform to the technical requirements of Licensee
as set forth in Exhibit A. In the event that the materials are not of
acceptable technical quality for exhibition, Licensor shall deliver
additional or replacement materials acceptable to Licensee. Any
delay in delivery of materials will give Licensee the right to extend
the Term of this agreement by a period of time coextensive with the
duration of said delay. All risks and costs of transporting the
delivery materials shall be borne by Licensor; and all costs of
transporting and preparing video reproductions and elements processed
therefrom shall be borne by Licensee.
6. PROMOTION
Licensor shall deliver to Licensee within ten (10) days of the date of
execution of this agreement the following materials with respect to
the Property: a press book, a reasonable number of stills, color
slides and transparencies, a synopsis of the story or content of the
Property, advertising copy and such other materials as are reasonable
to Licensor and requested by Licensee.
Licensor hereby grants to Licensee the following additional rights and
privileges with respect to the Property and any person appearing
therein:
a) The right to use written summaries, extracts and synopses of the
Property of no more than one thousand (1,000) words in length for
the purpose of promoting the Property;
b) The right to use the Licensor's name and the name of each person
rendering services or appearing in the Property and such person's
biography, photograph or likeness and recorded voice and the
title of the Property to promote the Property;
c) The right to use excerpts from the Property no more than five (5)
minutes in length in any medium for news or information purposes
and for the purpose of promoting the Property.
The rights described in this Paragraph may be exercised at any time
after the execution of this Agreement until a period of one (1) year
after the conclusion of the Term.
7. MANNER OF EXHIBITION
Subject to the terms of this Agreement, Licensee shall have the sole
and absolute control over the frequency and manner of exhibition of
the Property, including the means, times, places, number of
exhibitions and choice of exhibitors. Except as otherwise provided in
this Agreement, Licensee shall not itself or authorize others to make
any modifications, deletions, cuts or alterations in or to the
Property without prior written approval of Licensor. Licensee may
make cuts, alterations, abridgements and variations for the following
purposes:
a) Insertion of Licensee's loop or credits in the title section;
b) Insertion of commercials;
c) Compliance with local censorship or governmental rules and
regulations.
Licensee shall in no case omit or delete the copyright notice from the
main or end title of the Property.
8. NON-PERFORMANCE BY LICENSEE OR LICENSOR
If Licensor or Licensee feel at any time that terms of this agreement
are not being performed by the other party, the aggrieved party shall
give written notice to the other part listing such non-performances
and allow that party a period of fifteen (15) days after receipt of
written notice to cure such defects. Any and all disputes arising
hereunder shall be settled by arbitration in the City of Las Vegas,
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NV, in accordance with the rules and under the auspices of the
American Arbitration Association and any decision or award thereon may
be entered, docketed and enforced as a judgment of any court of
competent jurisdiction.
9. EXTENSION OF TERM
After the expiration of the original term of this agreement, Licensor
shall offer Licensee the exclusive option to renew this agreement for
a period of forty-five (45) days.
10. WARRANTIES
Licensor and Licensee each represent, warrant and covenant that:
a) It is not a party or subject to any written or oral contract
which would prevent Licensor from entering into or performing
this Agreement; or whose terms and conditions would be violated
by performance of this Agreement;
b) Neither the negotiation nor execution of this Agreement by
Licensor or Licensee will result in any liability or obligation
to or infringe on any rights of any third party.
c) It is authorized and has the power to enter into this Agreement.
Licensor warrants that it owns or controls the sole and exclusive
right to exhibit the Property in the manner and form provided in
this Agreement, free and clear of any and all liens, claims and
encumbrances and to authorize Licensee to do so. Licensor
warrants that it has not licensed the Property for exhibition
contrary to the provisions of this Agreement and it has not and
will not grant any rights in the Property inconsistent with the
rights granted Licensee herein;
d) Licensor shall not, prior to the expiration of this Agreement,
exhibit or authorize the exhibition of the property anywhere in
the Territory;
e) The Property and any advertising or publicity materials supplied
by Licensor shall not contain any material that is libelous,
slanderous or defamatory and will not, when exhibited infringe
upon any common law or other right including copyright,
trademark, trade name, service xxxx, literary, dramatic or motion
picture right, right of publicity or privacy or contract right of
any person or violate any law;
f) Licensee shall not have any liability or responsibility for the
making of payments to any person, union, guild, or performer by
virtue of the use of the Property. All residual and other third
party payments are the sole responsibility of Licensor, unless
Licensee specifically agrees in writing to reimburse;
g) Licensor has the standing to grant the rights contained herein
and for each musical composition in the Property. All musical
performances embodied in the Property are:
i) In the public domain, or
ii) Owned by or licensed to Licensor, so that no additional
clearance of, or payment with respect to such rights is
required for use of the Property.
h) There is no claim, suit, action or proceeding relating to the
Property pending or threatened before any court, administrative
or governmental body;
i) There exists a valid and enforceable copyright in the Property
throughout the Territory, which copyright will permit the
Licensee to exhibit the Property, and which will prevent third
parties from infringing upon such rights. In addition, such
copyrights will continue to be valid and enforceable until the
expiration of the Term;
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j) All Delivery Materials and exhibition copies shall be of first-
class technical and commercial quality.
11. INDEMNITY
Licensor will indemnify and hold Licensee harmless from any claims
arising as a result of the actual or proposed exhibition of the
Property or by breach of any of the covenants made by Licensor in
Paragraph 10.
Licensee will indemnify and hold Licensor harmless from any claims
arising as a result of breach of any of the covenants made by Licensor
in Paragraph 10.
12. CONFIDENTIALITY
Licensor shall not disclose to any third party any information with
respect to the financial terms and provisions of this agreement
except:
a) To the extent necessary to comply with law or order of a court of
competent jurisdiction. In which case, the disclosing party
shall inform the other party and seek confidential treatment of
such information.
b) As part of a regular reporting to parent or affiliated companies,
attorneys and auditors providing such firms and individuals agree
to abide by the provisions of this paragraph.
c) In order to enforce its rights pursuant to this Agreement.
13. INSURANCE
INTENTIONALLY DELETED.
14. COPYRIGHT
Licensor has represented to Licensee that the copyright in the
Property is full protected and has been registered with the United
States Copyright Office. At the Licensee's request, Licensor shall
provide complete chain of title evidencing a valid and binding
assignment of rights first to Licensor and then from Licensor to
Licensee.
15. GENERAL PROVISIONS
a) Licensor and Licensee are independent contractors with respect to
each other and nothing in this Agreement shall create any
association, partnership, joint venture or agency relationship
between them.
b) The parties agree that this contract is not for the benefit of
any third parties.
c) Licensee may assign its rights and obligations under this
Agreement with the written permission of Licensor. Such
assignment shall not relieve Licensee of its obligations herein.
d) All notices, statements, documents etc. shall be writing and sent
by certified mail return receipt requested to the addresses
listed on the first page of this Agreement.
e) No waiver by either party of any of the terms or conditions of
this Agreement in any instance shall be deemed to be a waiver of
such terms or conditions for the future or of any subsequent
breach thereof.
f) This Agreement shall be governed by the Laws of the State of
Nevada applicable to contracts. In the event that either party
shall desire to institute any suit, action or proceeding against
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the other party arising out of or based upon this Agreement, or
breach thereof, such action may be prosecuted either in Civil
District Court for the Count of Xxxxx, State of Nevada or the
United States District Court for the Western District of Nevada;
and may be changed only by an agreement in writing signed by both
parties hereto.
g) This Agreement constitutes the entire agreement between Licensor
and Licensee with respect to the subject and may be changed only
by an agreement in writing signed by both parties hereto.
h) The Exhibits referred to in the Agreement are a part of this
Agreement and are by this reference incorporated herein.
IN WITNESS WHEREOF, the parties have executed this contract in
duplicate on the 9th day of April, 2003.
LICENSOR LICENSEE
INDIEVISION FILMS ECLECTIC ENTERTAINMENT, INC.
/s/ Xxxxxx Xxxxx /s/ Xxxxx Xxxx Xxxxx
_______________________________ _______________________________
XXXXXX XXXXX XXXXX XXXX XXXXX
PRESIDENT CHIEF EXECUTIVE OFFICER
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ATTACHMENT A - PROPERTIES PRODUCED AND/OR DISTRIBUTED BY LICENSOR
Property Titles and Types
Property Type of Media Number of Episodes
-------- ------------- ------------------
The Three Muscatels Feature Film N/A
Never Look Back Feature Film N/A
Jump Cut Feature Film N/A
Top Of The World Feature Film N/A
Secret Obsession Feature Film N/A
Lift Feature Film N/A
Hollywood Heartbreak Feature Film N/A
The Cottonwood Feature Film N/A
Boat Dreams Feature Film N/A
Materials To Be Provided
Beta SP in English
Scripts
Promotional Material
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