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EXHIBIT 10.2
DATED the 15th day of JUNE 1997
BETWEEN
DSL ENTERTAINMENT GROUP INC
T/A TEAM ENTERTAINMENT GROUP
AND
BEYOND DISTRIBUTION PTY LIMITED
"BEYOND PACKAGE"
DISTRIBUTION AGREEMENT
Beyond Films Limited
00-00 Xxxxxxxx Xxxxxx
Xxxxx Xxxxx XXX 0000
Phone: (00) 0000 0000
Fax: (00) 0000 0000
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THIS AGREEMENT is dated the 15th day of June 1997
PARTIES:
1. DSL ENTERTAINMENT GROUP INC trading as trading as TEAM ENTERTAINMENT
GROUP OF 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxx 00000 Xxxxxx
Xxxxxx of America ("Team").
2. BEYOND DISTRIBUTION PTY LTD (ACN 003 019 501) whose registered office is
at 00-00 Xxxxxxxx Xxxxxx, Xxxxx Xxxxx XXX 0000 Xxxxxxxxx ("Beyond").
WHEREAS:
The parties desire that Beyond appoints Team as the distributor of the Programs
specified in Schedule 1 in the Territory and for the License Period specified
in Schedule 2 of this Agreement (which expression includes the Schedules
hereto) and upon the terms and conditions set out hereunder:
NOW IT IS HEREBY AGREED THAT:
1. Beyond appoints Team as the exclusive distributor of the Programs in the
Territory for the Distribution Period.
2. During the Distribution Period, Team shall be entitled but not obliged
to cause the broadcast of the Programs throughout the Territory an
unlimited number of times by all means of television whether now known
or hereafter invented and whether free or pay ("the Television Rights").
3. Team shall be entitled to cause the broadcast of the Programs by local
broadcasters in each country comprising the Territory in both the
original language of the Programs and any official language of the
country within the Territory.
4. In consideration for the grant of the Television Rights by Beyond, Team
hereby agrees to pay Beyond by wire transfer to Beyond's nominated
account, seven equal monthly instalments of $US156,285.71 each,
commencing on 1 December 1997 being a total amount of $US1,094,000 ("the
Distribution Advance").
5. Beyond shall deliver to Team the Delivery Items set out in Schedule 3
hereto as soon as practicable and in accordance with Schedule 3 after
the signature of this Agreement ("Delivery").
Upon Team's receipt of the Delivery Items, it shall have a period of
time not to exceed thirty (30) days in which to check the technical
standard of the Delivery Items -- Picture Elements and ensure they are
in first class condition suitable for broadcast and shall review all
Delivery Items -- Documentation comprising requisite clearance materials
to ensure good chain-of-title has been established.
Beyond agrees to provide by way of loan to Team, all tape masters and
Team hereby agrees to return the tape masters to Beyond within forty
five (45) days of Team's receipt thereof. Any technically deficient tape
masters will be replaced by Beyond within thirty (30) days of notice of
such defect or deficiency.
6. Team shall be entitled to reformat or otherwise edit or alter the
Programs as it deems fit and to exploit the component segments
comprising the Programs within the
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Television Rights it being acknowledged and agreed that Team shall in no
way denigrate from the editorial integrity of the Programs in carrying
out such reformatting or editing or delete or omit any credits which are
the contractual obligation of Beyond.
7. (a) Team shall submit a precis of any proposed agreement relating to
the exploitation of the Programs for approval by Beyond such
approval not to be unreasonably withheld prior to Team entering
into such an agreement and shall also, upon request, provide
Beyond with a copy of the agreement or proposed agreement or any
related agreement forthwith upon request. The precis shall
contain the following information:
(i) the name of the proposed sub-licensee;
(ii) the nature (including the territories and media) and
duration of the rights proposed to be granted;
(iii) full details of any other Program(s) being licensed or
sold in the same or any related acquisition;
(iv) the amount of the proposed advances (if any), fees,
commission, any other consideration whatsoever and the
terms of payment;
(v) any expenses proposed to be incurred; and
(vi) the proportion that moneys (or any other consideration)
paid for the Programs represent to the moneys (or any
other consideration) paid for any other Program(s) being
licensed or sold in the same or any related acquisition;
Upon receipt of all of the above information, Beyond shall have
five (5) working days to indicate whether or not it approves of
the above provided that if Beyond does not respond to Team
within five (5) working days Team is entitled to assume that
such terms are approved.
(b) Team shall represent the Programs actively in the Territory
consistent with good business judgment and sound commercial
practice and shall use best endeavours to obtain the best
possible price for the Programs (whether the Programs are sold
separately or as a package or with other programs) and shall use
its best endeavours to obtain similar obligations from
licensees, distributors or agents to whom its grants rights in
respect of the Programs;
(c) Team shall consult with Beyond in respect of its marketing plans
throughout the Territory;
(d) Team shall be entitled to receive a commission of 15% of Net
Proceeds (which expression means all proceeds actually received
by Team for distributing the Programs) ("Commission") received
to date. The Commission shall be inclusive of all costs,
expenses, commissions, licence fees or other fees deducted by
any sub licensees, agents or distributors as well as any taxes
(including withholding tax), levies or any other monies deducted
at source and Team shall not be entitled to any further payments
in respect of the same. Once Team has received the Commission on
Net Proceeds to date it shall not be entitled to the Commission
in respect of any further Net Proceeds which shall thereafter be
apportioned in accordance with Clause 7(e) and (f).
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(e) After recoupment of its Commission, Team shall also be entitled
to recoup dubbing costs relating the Programs from Net Proceeds
provided those dubbing costs are approved in advance by Beyond.
Dubbing costs of $US22.00 per minute for dubbing those Programs
not already dubbed into Spanish and provided to Team by Beyond,
are pre-approved. Thereafter Team shall be entitled to retain
Net Proceeds until Team has recouped an amount equal to the
License Fee of $US1,094,000.
(f) Thereafter, Net Proceeds will then be apportioned between Beyond
and Team pro rata and pari passu in the proportion 50:50.
(g) Subject to clause 7(e) the costs of all foreign language
versions of the Programs shall be borne solely by Team. Team
shall indemnify and hold Beyond harmless from any claims, loss,
damage or expense arising out of or in connection with the
dubbing or subtitling of the Programs.
(h) Team shall ensure that copyright in all foreign language
versions of the Programs and in all subtitles created pursuant
to this clause shall vest in Beyond and in that regard Team
hereby assigns by way of present assignment of present and
future copyright all right, title and interest in the copyright
of all foreign language versions and/or subtitles created in
respect of the Programs.
(i) Beyond may on thirty (30) days written notice inspect the books
of Team relating to the Programs and make reasonable copies (at
Beyond's expense) of relevant passages of such books for further
examination and audit the books of Team through a reputable firm
of accountants once per year during the License Period. The
costs of such audit shall be at the expense of Beyond other than
where the audit discloses an underpayment of 5% of revenues in
which case the full costs of the audit shall be paid by Team.
The equivalent of any underpayment or overpayment disclosed by
such audit shall be remitted to Beyond within fourteen (14) days
of written notice by Beyond.
8. Beyond represents and warrants as follows:
(a) It is a properly registered corporation under the laws of New
South Wales and it is fully empowered to enter into this
Agreement in its own name and to grant the Television Rights to
Team.
(b) Team's use of the Television Rights shall in no way interfere
with or derogate from any rights of third parties with respect
to the Programs.
(c) Nothing contained in the Programs is defamatory or otherwise in
breach of any third party's rights including copyright.
(d) Beyond shall not hereafter grant to any third party any rights
in the Programs which conflict with the Television Rights during
the License Period.
9. Team's right to distribute the Programs shall terminate forthwith in
the event that:
(a) Team is in breach of this Agreement and (provided the breach is
one capable of remedy) the breach is not remedied within thirty
(30) days of written notice to Team; or
(b) Team is insolvent, goes into liquidation, receivership, makes
an arrangement with its creditors or the equivalent of one of
these events occurs in any jurisdiction.
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10. The parties do hereby and shall at all times indemnify and save harmless
the other party from and against any and all claims, liabilities,
demands and causes of action or against any loss or damage or expenses
(including legal fees) suffered by them arising out of or relating to
any breach of the warranties contained in this Agreement or any act or
omission by the other party in relation to the Programs.
11. This Agreement enures to the benefit of and is binding upon each of the
parties and their respective successors and permitted assigns but
neither the rights nor the obligations of the parties under this
Agreement may be voluntarily novated or assigned, in whole or in part,
by any party to any person without the prior written consent of the
other PROVIDED THAT Beyond shall be entitled to assign or novate this
Agreement to any associated or subsidiary company and if requested Team
shall do any further act and execute any further agreement to give full
effect to this clause.
12. This Agreement shall be governed by the laws of New South Wales and
subject to the non-exclusive jurisdiction of the New South Wales courts.
Any dispute arising out of or in connection with this Agreement may also
be referred by the party alleging breach to arbitration in New South
Wales of a single arbitrator nominated by the President for the time
being of the Law Society of New South Wales.
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IN WITNESS WHEREOF this Agreement has been executed by the parties hereto the
day and year first hereinbefore mentioned.
Signed for and on behalf of )
DSL ENTERTAINMENT )
GROUP INC trading as TEAM ) /s/ XXXX XXXXX
ENTERTAINMENT ) ----------------------------------
in the presence of ) Authorised signatory of DSL
ENTERTAINMENT GROUP INC trading as
TEAM ENTERTAINMENT
/s/ XXXXX X. XXXXXXX
---------------------------
Witness
Signed for and on behalf of )
BEYOND DISTRIBUTION PTY ) /s/ X. XXXXXXXX
LIMITED (ACN 003 019 501) ) ----------------------------------
in the presence of: ) Authorised signatory of BEYOND
DISTRIBUTION PTY LIMITED
/s/
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Witness
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SCHEDULE 1
THE PROGRAMS
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BEYOND LIBRARY
BACKLASH
2 HOURS
BACKLASH - a taut drama of mystery and intrigue, set in the spectacular scenery
of the Australian outback. The story of a hardened street wise cop and a young
female rookie who take a prisoner back to a small outback town to stand trial.
The prisoner is beautiful black girl, charged with murder. They decide to take
a short cut and the unlikely trio get stranded in the outback. They soon come
to the realisation that someone, or something, has been following them.
DEAR CARDHOLDER
2 HOURS
A romantic comedy about an office clerk-cum-computer whiz who gets caught in a
whirlwind of easy credit, romance and huge debt.
JILTED
2 HOURS.
A contemporary love story; set on a wild and isolated island. He is working at a
small tourist resort escaping from a torn past. She is running from a failed
marriage. Neither wants to take another chance. Yet, despite themselves, they
do.
KIDEO!
13 x HALF HOURS
KIDEO! is a challenging television series unique in its approach to show
children 6-12 years of age that basic facts ARE to be questioned and science IS
fun. KIDEO! encourages children to think and do as much for themselves as
possible. The 13 half hour episodes cover everyday facts of life and include a
diverse range of topics such as Gravity, the Sun, Navigation, Ecology and Art.
There are various characters who present the questions and demonstrate the
answers in a practical and entertaining way. KIDEO! proves it's cool to be
clever.
GLAD RAGS
13 x HALF HOUR
Xxxxxx Xxxxxx is a 13-year-old with a vivid imagination who lives with her
mother above their costume hire shop "Glad Rags". When a crooked property
developer tries to take over their building, Lizzie and her young neighbours
outwit him at every turn.
BURNED BRIDGE
13 x 1 HOUR
STARRING XXXX XXXXXXXXX, THE LEAD IN XXXXXXX XXXXXXXXX'X OSCAR AND XXXXXXX
BURNED BRIDGE deal with the mystery surrounding the death of an Aboriginal girl
and the doubts concerning the guilt of her boyfriend, convicted of her murder.
It is also a love story between the two people convinced of his innocence -
their growing relationship must survive hostility from both the white and black
communities and the obstacles of their different backgrounds, attitudes and
cultures.
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BEYOND LIBRARY
Set in a small coastal town against the turmoils of murder, mystery and romance,
Burned Bridge also follows the people from this seaside community and their
battle to restructure their own way of life. Their struggle to restore their
self-esteem towards a positive future, despite the obstacles in their path.
MERCURY
2 HOUR TELEMOVIE LEAD INTO 12 X ONE HOUR SERIES
STARRING XXXXXXXX XXXX, 1997 BEST ACTOR ACADEMY AWARD WINNER
MERCURY is set in the cut-throat world of print journalism, centering on the
quality Sunday broadsheet - The Sunday Mercury. About real people and real
journalists in the 90's, the series follows the reporters as they chase the
stories - on the streets, in the political back rooms and in the newsroom.
Mercury enters the world of a tribal group obsessed with one thing: getting
their stories in the paper.
NAKED
6X1 HOUR SERIES
PRODUCED BY XXX XXXXXXX, AWARD WINNING PRODUCER OF THE PIANO
STARRING XXXX XXXXXXX, STAR OF XXXXXXXXX, QUEEN OF THE DESERT
NAKED - STORIES OF MEN is a six part anthology series produced by Xxx Xxxxxxx,
the award-winning producer of The Piano. Produced for the ABC (Australian
Broadcasting Corporation), this is a series in which men reveal themselves. Six
writers were commissioned to write about something which each believed to be
absolutely truthful and heartfelt, and to lay their emotions bare. The result
is a series which is emotional, surprising, sometimes funny, and subjective -
a celebration of modern men's real lives with all their complexities. It is a
chance for men to make unmediated expressions of their private worlds - a true
insight into what it means to be a man in the 1990's.
BREAD AND ROSES
4x1 HOUR MINI SERIES
BREAD AND ROSES is the story of Xxxxx Xxxxxx, a courageous woman who triumphs
against overwhelming odds to make an extraordinary life.
Set in New Zealand and spanning 20 years, this moving drama begins during World
War II when Xxxxx falls in love with a young American soldier who is sent away
to fight in the Pacific. Pregnant and unwed, Xxxxx learns that he will not
return and once her daughter Xxxxx is born, she returns to nursing to support
her new life.
Xxxxx becomes ill and during her recuperation in hospital she rekindles a
relationship with an old boyfriend, Charlie, who devotes himself to helping her
recover. They marry and are reunited with Xxxxx to become a family. In
building their future together, Xxxxx and Charlie experience great difficulties
with short sighted officialdom and become active in local politics. A pacifist
by inclination, Xxxxx finds her political strength amongst women and those with
socialist principles, and she struggles to ensure that others will share in the
peace and prosperity of a post war New Zealand.
Bread And Roses is a four hour mini-series that combines power and
confrontation in politics, love and commitment in relationships - Xxxxx is a
woman who has a passion to survive.
THE RIVER KINGS
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BEYOND LIBRARY
4x1 hours
A spectacular four hour drama for audiences of all ages. Set in the 1920s
amongst the lower reaches of the wide and languid River Xxxxxx. The River King
is a powerful and emotional story of a boy working on the old river steamers -
battling to survive and struggling to reunite his family. A funny, sad,
romantic series peopled with rich, warm, humorous characters and filled with
images of great comedy, great drama and tragedy.
TYPHON'S PEOPLE
4X1 HR.
STARRING XXXX XXXX, LEAD IN SENSE IN SENSIBILITY
In the shadowy world of genetic research some secrets can be worth more than
life itself. Just as he is about to unveil his results, scientist Xxxxx Typhon
is assassinated. International powers zero in on his closely-guarded research
station in remote New Zealand.
Half a world away, Cato Macgill is irresistibly drawn to trace the threads
which link him, body and soul, to Typhon's bizarre experiment. Who are these
perfect children, these eerily perfect people? What sinister powers do they
possess? And how is he connected to them? Aided by the beautiful and mysterious
Xxxx Xxxxxxx sets out on a deadly quest to uncover the haunting truth about
Typhon's People.
RAW FM
2 HOUR TELEMOVIE LEAD INTO 12 X ONE HOUR
A DRAMA SERIES WITH 90'S MUSIC
AND 90'S ATTITUDE
99.9 Raw FM is a community radio station created for youth by
youth. It's about a group of young people and their music, having to deal with
fame, power, authority and the search for personal identity. It's a drama . . .
with attitude.
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SCHEDULE 2
THE TERRITORY
LATIN AMERICA which means Anguilla, Antigua, Argentina, Aruba, Bahamas,
Barbados, Barbuda, Belize, Bermuda, Bolivia, Brazil, British Virgin Islands,
Cayman Islands, Chile, Columbia, Costa Rica, Cuba, Dominica, Dominican
Republic, Ecuador, El Salvador, French Guyana, Grenada, Grenadines, Guadeloupe,
Guatemala, Guyana, Haiti, Honduras, Jamaica, Martinique, Mexico, Montserrat,
Netherlands Antilles, Nicaragua, Panama, Paraguay, Peru, Puerto Rico, St.
Xxxxxxxxxxx, St. Xxxxx, St. Kitts & Nevis, St. Xxxxxxx, Surinam, Trinidad and
Tobago, Turks and Caicos Islands, Uruguay, US Virgin Islands and Venezuela;
Save for in respect of the following Programs where the following Latin
American countries are excluded for the period of time and for the Television
Rights indicated:
TYPHON'S PEOPLE (SERIES)
Costa Rica Free TV until 3/12/97
Venezuela Free TV until 7/4/99
TYPHON'S PEOPLE (TELEMOVIE)
Bolivia Free TV until 31/8/01
BREAD & ROSES
Costa Rica Free TV until 3/12/97
Venezuela Free TV until 7/4/99
THE LICENCE PERIOD
Five years commencing on 15 June 1997 and ending on 14 June 2002.
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