EXHIBIT 10.16
AGREEMENT
This agreement (the "Agreement"), dated as of February 8, 2000, by
and between Trimark Pictures, Inc. ("Trimark") and Chequemate International,
Inc., a Utah corporation, d/b/a C3D Television, ("Company"), shall set forth
the terms and conditions, with reference to the following:
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree to license up to fifty
(50) pictures ("Pictures") to Company for a license period of thirty (30)
months as of the date this agreement is signed by Trimark as follows:
4. TRIMARK DELIVERY.
Upon execution of this Agreement, Trimark shall make delivery to
Company, by way of lab access letters, the first one (1) Picture "master".
Once the first master has been digitized and the items set forth in paragraph
2.b. and 2.c. have been delivered to Trimark, then, Trimark shall provide
Company with access to an additional one (1) master, and this process may
continue until the earlier of Trimark's termination of this Agreement or
until Trimark has delivered to Company a total of fifty (50) Picture masters
from Trimark's library. Selection of the Pictures shall be at Trimark's sole
discretion, and Trimark may substitute alternative pictures for any of the
previously delivered Pictures upon sixty (60) days' written notice.
5. COMPANY DIGITIZATION SERVICES
At Company's sole cost and expense, Company shall digitize the Pictures
as follows:
a. In the 3D format for Company and Trimark's use;
b. In the 2D format for Trimark's exclusive use (fully
authored per the specifications set forth by Trimark,
herein attached and incorporated as Exhibit "A"); and
c. In a format suitable for streaming with Windows Media
Player, per Trimark's specifications herein attached and
incorporated as Exhibit "B".
d. Company shall perform the digitization of one-half of the
Pictures within six (6) months of the signing of this
Agreement.
6. DISTRIBUTION OF 3D PRODUCT
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a. Trimark may, in its sole discretion, on a title by title
basis, distribute Company's 3D formatted versions of
Trimark's Pictures coupled together with Trimark's DVD
format releases (or with any other format releases). In
such event, Company shall be solely responsible for paying
any costs which Trimark incurs as a result of adding the
3D version on such formats, and Company shall be entitled
to ten percent (10%) of the net profits arising from the
sale of such DVDs (if any).
b. Trimark may, in its sole discretion, on a title by title
basis, solely distribute Company's 3D formatted versions
of Trimark's Pictures as Trimark DVD format releases (or
as any other format releases). In such event, Company
shall be solely responsible for paying any costs which
Trimark incurs solely as a result of using the 3D version
in such format, and Company shall be entitled to fifty
percent (50%) of the net profits arising from the sale in
such format (if any).
c. Company shall distribute the Pictures in 3D form on
Company's 3D "cable" channel (such Pictures shall not in
any form, be distributed or delivered over the internet or
over any other delivery system). Company shall pay to
Trimark, on a quarterly basis, ten percent (10%) of
Company's gross subscriber income from Trimark Picture's
pro-rata share of air time on Company's 3D network
distribution. Company shall supply pairs of 3D glasses to
Company's cable customers. Other than the right to
distribute the 3D product on Company's 3D network, Company
shall have no right (and shall have no right to grant to
any third party) to distribute or otherwise exploit any
Picture (or portion thereof).
d. Subject to third-party contractual restrictions, Company
shall have the right to create trailers of the Pictures in
the 3D format, such trailers not to exceed 2 minutes in
length. Company shall only have the right to exhibit such
trailers on Company's 3D cable channel, but only after
receiving Trimark's written approval of the subject
trailers.
Example $$
Subscriber count 1,000,000
Revenue per subscriber $5.50
Total $5,500,000
Gross revenue share 10% $550,000
Trimark net revenue @ 20% of grid $110,000
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7. LICENSE FEE
As a license fee for the rights granted to Company hereunder, upon
execution of this Agreement, Company shall issue to Trimark 100,000 shares of
Company's restricted common stock. Company hereby agrees to register such
stock, so as to make it free-trading, and to initiate the registration
process immediately upon execution of this Agreement.
8. ASSIGNMENT
Trimark may grant, assign or sublicense any or all of its rights under
this Agreement to any third party. Company shall not assign this Agreement or
any of Company's rights or obligations herein except upon Trimark's prior
written consent. Any purported assignment in violation of this paragraph
shall be null and void and of no effect.
9. ADDITIONAL DOCUMENTS
Company shall execute such additional documents as may be necessary or
desirable for Trimark to exploit and enforce its rights hereunder. In the
event that Company shall fail to deliver any such additional documents
requested by Trimark, Company hereby irrevocably appoints Trimark to execute
any such additional documents as Company's attorney-in-fact, such power being
coupled with an interest.
10. REMEDIES / INDEMNIFICATION
Company hereby acknowledges that the services Company is to perform
hereunder are of a unique, unusual, extraordinary and intellectual character
involving high skill and giving them peculiar value, the loss of which cannot
be reasonably or adequately compensated by damages in an action at law, and
that a breach of this Agreement by Company shall cause Trimark irreparable
injury and damage. Company therefore expressly agrees that Trimark shall be
entitled to seek injunctive and other equitable relief to prevent a breach by
Company of this Agreement or any part hereof or to secure its enforcement.
Resort to such equitable relief shall not be considered a waiver of any other
rights or remedies which Trimark may have hereunder, at law, in equity, or
otherwise. It is expressly agreed and understood that in no event shall
Company be entitled to terminate or rescind this Agreement, or to obtain
injunctive relief with respect to the exercise by Trimark of the rights
granted hereunder, it being understood that Company's sole remedy shall be an
action at law for damages.
Company shall indemnify, defend, and hold harmless Trimark, its parent,
subsidiaries, affiliates, assignees, licensees, sublicensees, distributors,
sub-distributors and dealers, and the directors, officers, agents,
consultants and representatives of the foregoing (the "Trimark Indemnitees"),
from all claims, costs, liabilities, obligations, judgments or damages
(including
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reasonable attorneys' fees), arising out of or for the purpose of avoiding
any suit, claim, proceeding or demand or the settlement thereof, which may be
brought against any of the Trimark Indemnitees by reason of the breach or
alleged breach of any of the warranties, representations or obligations made
by Company herein.
11. MISCELLANEOUS
a. This Agreement cancels and supersedes all prior agreements and
understandings between the parties relating to the subject matter hereof, and
contains all terms, conditions and promises of the parties hereto in the
premises, and no modification of any provision hereof shall be valid or
binding unless in writing.
b. No officer, employee or representative of Trimark has any authority
to make any representation or promise not contained in this Agreement, and
Company expressly agrees that Company has not executed this Agreement in
reliance on any such representation or promise.
c. Any license(s) granted hereunder shall immediately revert back to
Trimark in the event of Company's bankruptcy, assignment for the benefit of
creditors, or appointment of a receiver in behalf of Company.
d. All other terms and conditions of this Agreement shall be in
accordance with commonly-practiced industry standards.
9. GOVERNING LAW; CAPTIONS, ETC.
This Agreement shall be construed in accordance with the laws of the
state of California applicable to agreements which are executed and fully
performed within such state.
The captions used in connection with the sections, paragraphs, and
subparagraphs of this Agreement are used only for purposes of reference and
shall not be deemed to govern, limit, modify, or in any manner affect the
scope, meaning or intent of the provisions of this Agreement or any part
thereof, nor shall such captions be given any legal effect.
If any action or proceeding commences in any court in the state of
California for the purpose of enforcing this Agreement or any rights granted
herein or any order or decree predicated thereon, any summons, order to show
cause, writ, judgment, decree or other process, issued by such court, may be
served on Company at the address indicated in the Agreement or personally
without the state of California, and when so served, Company shall be subject
to the jurisdiction of such court as though the same had been served within
the state of California.
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IN WITNESS WHEREOF, this Agreement has been executed as of the date
first written above.
TRIMARK PICTURES, INC. COMPANY
/s/ Xxxx Xxxxxxxx /s/ J. Xxxxxxx Xxxx
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Signature Signature
Xxxx Xxxxxxxx J. Xxxxxxx Xxxx
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Print Name Print Name
Executive Vice President CEO
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Title Title
2/8/00 2/8/00
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Date Date
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