EXHIBIT 10.1
PRODUCTION AGREEMENT
THIS NON EXCLUSIVE PRODUCTION AGREEMENT is made and entered into by and between
ADVANCED KNOWLEDGE, INC a Delaware Corporation, hereinafter referred to as
"ADVANCED" and The HATHAWAY GROUP, hereinafter referred to as "HATHAWAY",
collectively hereinafter referred to as PRODUCERS.
RECITALS
A. WHEREAS, It is the intention of the producers to co-finance the
production of up to six workforce training videos, hereinafter referred
to as "VIDEOS".
B. WHEREAS, HATHAWAY is experienced in the creation and production of
workforce training videos; and,
C. WHEREAS, ADVANCED has established a company for the purpose of
producing and distributing workforce training videos.
BASED THEREON, the parties hereto agree as follows:
1. PRODUCTION: During the next 24 months a series of up to six VIDEOS will
be produced by Hathaway. The first Video to be produced is entitled, 12 ANGRY
MEN-TEAMS THAT DON'T QUIT. The second Video to be produced in the series will be
based on the Cuban missile crisis. The subject matter and content of the
remaining four Videos will be determined by mutual agreement.
2. FINANCING: The cost of production of all VIDEOS will be borne equally
by Advanced and Hathaway. Prior to the start of production of any Video in the
series, both parties must agree on the overall production budget.
3. COPYRIGHT: Each Video will be registered with the United States
Copyright office, and will contain the appropriate copyright information on all
copies. The copyrights will be registered in the names of both Advanced and
Hathaway. Not withstanding the name appearing on the copyright registration, it
is expressly agreed by both parties that Advanced and Hathaway equally own each
copyright.
4. DISTRIBUTION: The VIDEOS will be distributed by Advanced Knowledge in
conjunction with a network of other industry distributors hereinafter referred
to as sub-distributors. Both parties must approve any sub-distribution agreement
relating to the distribution of the VIDEOS.
5. REVENUES: Following the recoupment of the funds advanced by each party
to cover production and distribution expenses for the VIDEOS, revenues derived
from their sale will be shared equally between Advanced and Hathaway.
6. CREDITS: On all VIDEOS, Hathaway will receive, "Produced By" credit,
and Advanced will receive, "Presented By" credit. Such credit to be positioned
on the VIDEOS in accordance with general industry standards.
7. NON EXCLUSIVITY: Both Advanced and Hathaway expressly understands that
this is a non-exclusive agreement. Nothing in this agreement prevents either
party from producing workforce-training videos outside the scope of this
agreement, or from entering into similar agreements with other entities.
8. NOTICES: All notices to be given hereunder shall be personally
delivered or sent by certified mail, return receipt requested, with postage
prepaid, to the parties at the following addresses (or to such other or further
addresses as the parties may hereafter designate by like notice similarly sent):
Advanced Knowledge The Hathaway Group
00000 Xxxxxxx Xxxx. 0 Xxxx 00xx Xxxxxx
Xxxxxx, XX 00000 New York, N.Y. 10016
9. ARBITRATION: In the event a dispute arises out of, or relates to this
Agreement, or any term, condition or provision hereof, such dispute shall be
settled by arbitration held pursuant to the rules of the American Arbitration
Association. Such arbitration shall be binding and conclusive upon the parties.
The arbitrator shall be an attorney or judge knowledgeable in the matters
relating to such dispute. The arbitrator shall award to the prevailing party to
any such dispute, a reasonable sum for costs, expenses and attorneys' fees
incurred in connection therewith.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as set forth
below, and the effective date of this Agreement shall be January 5, 1998.
ADVANCED KNOWLEDGE, INC. THE HATHAWAY GROUP
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxxxx
Title: President Title: President
DATED: 1/5/98 DATED: 1/5/98
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