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EXHIBIT 10.97
PRODUCTION AGREEMENT
This agreement ("Agreement") is made and entered into this 10th day of
August, 1998 by and between American Artists Films, a division of American
Artists Film Corporation, a Missouri corporation, (the "Company") and Xxxxx
Xxxxxxxx, 000 00xx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxx 00000 (the "Consultant").
In consideration of and for the mutual promises and covenants contained
herein, and for the good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
1. RECITALS
The Company develops and produces video/television programs and feature
length films for worldwide distribution in all media markets.
The Consultant has invested considerable time and resources in the
development of a concept for a video program on the ideas and opinions of Xx.
Xxxxxx Xxxxxxxxx Trafford on the subject of spiritual healing (the "Project").
2. PURPOSE
The Company and the Consultant wish to enter into an agreement for the
production of the Project for cable/television distribution. It is anticipated
the Project will be a thirty minute video.
3. DUTIES OF THE COMPANY
The Company agrees to provide the writer, director, producer and all
other production personnel necessary to produce the Project. In addition, the
Company shall have complete authority in terms of creative decisions during all
phases of production, including but not limited to, budget, cast, final script,
locations, editing and music. The Company has made no assertions to the
Consultant to the contrary. The Company also agrees to use its resources and
contacts on a best efforts basis to develop and secure a distribution agreement
for broadcast on television/cable.
4. DUTIES OF THE CONSULTANT
The Consultant agrees to provide the services of Ms. Trafford. Ms.
Trafford will be available for meetings and discussions at times mutually
acceptable to both Ms. Trafford and the Company. The Consultant also agrees to
compensate the Company for its production services in the amount of $25,000.
Such compensation will be payable as follows: $15,000 upon execution of the
Agreement and $10,000 upon completion of production services.
5. OWNERSHIP
The Company and Consultant will retain joint ownership of all rights of
every kind and nature of any and all material developed or used for the Project
as listed in section 8, including without limitation, all rights of ownership
and copyright in all media now known or hereinafter devised in all territories
of the universe in perpetuity. Other materials may be jointly developed subject
to mutual written agreement by all parties.
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6. COMPANY'S LIABILITY
The Consultant agrees to defend, indemnify, and hold the Company
harmless from and against any and all reasonable costs, expenses and liability
(including reasonable attorney's fees paid in defense of the Company) which may
in any way result pursuant to its gross negligence or willful misconduct or in
any connection with any actions or statements, on behalf of the Company, without
the prior approval or authorization of the Company or which are otherwise in
violation of applicable law. The Consultant also agrees to obtain an
indemnification agreement from Ms. Trafford in favor of the Company.
7. CONSULTANT'S LIABILITY
In the absence of gross negligence or willful misconduct on the part of
the Consultant or the Consultant's breach of this Agreement, the Consultant
shall not be liable to the Company or to any officer, director, employee,
stockholder or creditor of the Company, for any act or omission in the course of
or in connection with the rendering or providing of services hereunder. Except
in those cases where the gross negligence or willful misconduct of the
Consultant or the breach by the Consultant of this Agreement is alleged and
proven, the Company agrees to defend, indemnify, and hold the Consultant
harmless from and against any and all reasonable costs, expenses and liability
(including reasonable attorney's fees paid in the defense of the Consultant)
which may in any way result from services rendered by the Consultant pursuant to
or in any connection with this Agreement. This indemnification expressly
excludes any and all damages as a result of any actions or statements, on behalf
of the Company, made by the Consultant without the prior approval or
authorization of the Company.
8. ALLOCATION OF GROSS REVENUES
The gross revenues will be allocated in the following order:
a) All gross revenues to the Consultant until the
Consultant has recovered 100% of the production costs related
to the production of the Project.
b) All gross revenues to Consultant until Consultant has
recovered a simple twenty percent (20%) return on invested
funds (i.e. $20,000 investment would require a $4,000 return).
c) All gross revenues to Company until Company has recovered all
deferred costs of production, currently estimated at
approximately $15,000.
d) Upon completion of the allocations under items (a), (b) & (c),
any remaining gross revenues will be split equally between the
Company and Consultant.
For purposes of this Agreement, gross revenues are defined as all
proceeds received from the distribution of the Project and all related ancillary
products (i.e. books, tapes, etc.) offered during the broadcast (both nationally
and internationally) of this project and through the related Internet site.
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Consultant acknowledges that the Company has not made any express or
implied representation, warranty, guarantee or agreement as to the total amount
of revenues which will be derived from the exploitation and distribution of the
Project, nor has the Company made any express or implied representation,
warranty, guarantee or agreement that there will be any sums payable to the
Consultant hereunder. In no event shall the Company or any affiliate thereof
incur any liability based upon any claim by the Consultant that the Company
failed to realize receipts or revenue which should or could have been realized.
9. REPRESENTATIONS
The Company makes the following representations to the Consultant:
a) The Company is duly authorized and empowered to enter into this
Agreement.
b) American Artists Film Corporation is in good standing in its state
of incorporation, Missouri.
c) American Artists Film Corporation is not currently the subject of an
investigation or inquiry by the Securities and Exchange Commission, the
NASD, or any state securities commission.
The Consultant makes the following representations to the Company:
a) The Consultant is not aware of any existing lien, copyright,
agreements or commitments related to the spiritual healing concept
which forms the basis for this Project.
b) The Consultant is not presently the subject of any criminal or civil
proceedings, the outcome of which could have a materially adverse
affect upon the production and distribution of the Project.
10. SEVERABILITY
Every provision of this Agreement is intended to be severable. If any
term or provision hereof is deemed unlawful or invalid for any reason
whatsoever, such unlawfulness or invalidity shall not affect the validity of
this Agreement.
11. HEADINGS
Headings are inserted for reference and convenience only and in no way
define, limit or describe the scope of this Agreement or intent of any
provision.
12. MISCELLANEOUS
(a) Any notice or other communication between parties hereto shall be
sufficiently given if sent by certified or registered mail, postage
prepaid, or faxed and confirmed at the following locations:
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COMPANY:
American Artists Films
0000 Xxxxxx Xxxxxx, XX
Xxxxxxx, Xxxxxxx 00000
(000) 000-0000 / (000) 000-0000(f)
Attn: Xxxxxxx Xxxxxxx
CONSULTANT:
Xx. Xxxxx Xxxxxxxx
000 00xx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxx 00000
(000)000-0000 / (000) 000-0000(f)
Such notice or other communication shall be deemed to be given on
the date of receipt.
(b) This Agreement embodies the entire agreement and understanding
between the Company and the Consultant and supersedes any and all
negotiations, prior discussions and preliminary and prior agreements
and understandings related to the primary subject matter hereof.
(c) This Agreement has been duly authorized, executed and delivered by
and on behalf of the Company and the Consultant.
(d) This Agreement shall be construed and interpreted in accordance
with the laws of the State of Georgia, without giving effect to
conflicts of laws.
(e) There is no relationship, partnership, agency, employment,
franchise or joint venture between the parties. The parties have no
authority to bind the other or incur any obligations on their behalf.
(f) This Agreement and the rights hereunder may not be assigned by the
parties (except by operation of law or merger) and shall be binding
upon and inure to the benefit of the parties and their respective
successors, assigns and legal representatives.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
AMERICAN ARTISTS FILMS, A DIVISION OF AMERICAN ARTISTS FILM CORPORATION
By: /s/ Xxx Xxxxx
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Xxx Xxxxx, President
CONSULTANT
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
