SALE & PURCHASE AGREEMENT
THIS AGREEMENT is made the day of October, 2004
BETWEEN:
(1) TRIMEDIA FILM GROUP INC whose address is at 000 Xxxxxxx Xxxxx, Xxxx Xxxx
XX 00000 XXX (the 'Owner') and
(2) THE KEYDATA MEDIA & MARKETING 1 LLP whose registered office is at
0 Xxxxxxx Xxx, Xxxxxx XX0X 0XX (the 'Partnership')
RECITALS
(A) The Owner is or will be the owner of the original master negative and
all rights therein of the Films (as defined below).
(B) The Owner wishes to sell and the Partnership wishes to acquire the
Rights (as defined below) in the Films on and subject to the terms and
conditions set out in this Agreement.
DEFINITIONS AND INTERPRETATION
In this Agreement the following words and expressions shall have the following
meanings:
'Agreement' this Agreement and any and all
Schedules annexures and exhibits
attached to it or incorporated in it
by reference
'Airline Rights' the right to show or play the Films
by any manner or means or make
available Videograms to passengers on
aircraft registered in any country in
the Territory
'Basic Cable' a group of Cable Television Channels
selected by or supplied to any Cable
Television Subscriber with or without
Interactive Services in consideration
for a single aggregate subscription
or other periodic or other fee
charged by the Cable Operator which
is not allocated or apportioned to
any channel
'Basic Satellite' a group of Satellite Television
Channels selected by or supplied to
any Satellite Television Subscriber
in consideration for a single
aggregate subscription or other
periodic or other fee charged by the
Satellite Operator which is not
allocated or apportioned to any
channel
'Broadcast' any transmission by Wireless
Telegraphy which is transmitted for
presentation to and capable of lawful
reception by members of the public
and which originates from any
terrestrial station in the Territory
which shall include Secondary
Transmission by Wireless Telegraphy
or from a satellite of any signals
transmitted to such satellite from
the Territory and shall include
Secondary Transmission by means of
MVDS and by means of cable or
satellite pursuant to the provisions
of the Broadcasting Xxx 0000 and any
amending or replacing or analogous
legislation but shall exclude
Secondary Transmission whether by
Cable Television Satellite Television
MVDS Wireless Telegraphy or any other
means of any transmission originating
directly or indirectly outside the
Territory
'Cable Operator' any person firm or partnership
licensed by the Department of Trade
and Industry and/or the Independent
Television Commission and/or their
successor bodies or equivalent bodies
pursuant to the laws of any country
to provide Cable Programme Services
'Cable Programme Service' has the meaning ascribed to it in
the Copyright, Designs and Patents
Xxx 0000
2
'Cable Television' Basic Cable and/or Pay Cable
'Cable Television Channel' any Cable Programme Service provided
by a Cable Operator
'Cable Television Rights' the right to authorise the
exploitation of the Films by Cable
Television or Pay Cable
'Cable Television Subscriber' any Subscriber to a Cable Television
Channel
'Channel' any Cable Television Channel or
Satellite Television Channel
'Copyright Work' has the meaning given to it by the
Copyright, Designs and Patents Xxx
0000, section 1
'Delivery' physical delivery of the Delivery
Material for the Films acceptable to
the Partnership on the Delivery Date
at the cost of the Owner to the
Laboratory or as the Partnership may
in writing otherwise direct and
delivery by the Owner to the address
of the Partnership on the Delivery
Date of the Laboratory Access Letter
if the Partnership is to create at
its own expense any film material as
the Partnership may require
'Delivery Date' the number of days after completion
of each Film as agreed between the
parties
'Delivery Material' all material other than the publicity
material relating to the Films short
particulars of which are set out at
Schedule 2
'Errors and Omissions Insurance' that policy taken out by the Owner
pursuant to clause 2.15 covering the
risks normally associated with such
type of policy including without
limitation claims arising as a result
of the exhibition of the Films,
infringement of copyright, defamation
or invasion of privacy
3
'Films' the monochrome or colour cinema or
television films short particulars of
which are contained in Schedule 1 (to
the extent accepted by the
Partnership in accordance with clause
1) and such other films as we
accepted by the Partnership in
accordance with clause 1
'Free Television' any Broadcast capable of reception
without the use of any decoding
decrypting or similar device by means
of a standard television set aerial
or roof top aerial and/or any
Broadcast provided by Secondary
Transmission by a Cable Operator
pursuant to the Broadcasting Xxx 0000
or any amending replacing or
analogous legislation for which in
either case no fee is paid by the
viewer other than statutory licence
fees government taxes or levies
relating to the reception of
Broadcasts
'Free Television Rights' the right to exploit and/or authorise
the exploitation of the Films by Free
Television
'Interactive Service' any service provided by a Cable
Operator by means of which a
Subscriber is capable of conveying to
the Cable Operator any images sounds
data or information other than
signals sent for the control of the
service
'Laboratory' such laboratory local to London as
may be approved by the Partnership in
writing
'Laboratory Access Letter' a completed laboratory access letter
in respect of a Film in the form set
out in Schedule 3 which has been
executed by the Laboratory
'Licence Fee' the sum set out at paragraph 1 of
Schedule 1
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'MVDS' multipoint microwave video
distribution systems operating at
frequencies between 2 Mhz and 25 Mhz
'Non-Theatrical Rights' the right to show or play the Films
and/or authorise others to do so for
screening before an audience by
institutions or organisations not
primarily engaged in the business of
exhibiting motion pictures to the
public including without limitation
educational social and religious
institutions churches businesses
industrial and civic organisations
hospitals libraries prisons convents
[and] orphanages [and marine and
military installations] [but
excluding hotels motels and similar
establishments]
'Pay Cable' any Cable Television Channel other
than Basic Cable receivable by any
Cable Television Subscriber for which
a premium in excess of
(pound)[......] per channel per month
is payable whether on a
'pay-per-view' 'pay-per-channel'
'pay' subscription or other periodic
or other fee basis
'Pay Satellite' any Satellite Television Channel
other than Basic Satellite receivable
by any Satellite Television
Subscriber for which a premium in
excess of (pound)[......] per channel
per month is payable whether on a
'pay-per-view' 'pay-per-channel'
'pay' subscription or other periodic
or other fee basis
'Performers' Property Rights' in relation to any and all
performances contained in the Films
and/or the Delivery Material those
rights specified in the Copyright,
Designs and Patents Xxx 0000, section
191A(1)
'Publicity Material' the publicity material relating to
the Films short particulars of which
are set out at Schedule 2
5
'Rental Right' the entire rental and lending right
within the meaning of the Copyright,
Designs and Patents Xxx 0000, section
18A(2) to (6) and 182C(2) to (7) in
relation to all copyright works and
performances included and/or
contained in the Delivery Material
and/or the Films
'Rights' the rights in the Films as set out in
Schedule 1 including all Performers'
Property Rights and Rental Rights
'Screenplays' any of the screenplays for the Films
'Satellite Operator' any person firm or partnership
licensed by the Department of Trade
and Industry and/or the Independent
Television Commission and/or their
successor bodies or equivalent bodies
pursuant to the laws of any country
to provide programme services by
means of satellite
'Satellite Television' Basic Satellite and/or Pay Satellite
'Satellite Television Channel' any television programme service
provided by a Satellite Operator
'Satellite Television Rights' the right to authorise exploitation
of the Films by means of Satellite
Television or Pay Satellite including
without limitation by means of
so-called 'direct broadcast
satellite' 'direct to home' and
'satellite master antenna television'
'Satellite Television Subscriber' any Subscriber to a Satellite
Television Channel
'Secondary Transmission' the reception and immediate
retransmission in the Territory of
any transmission by Wireless
Telegraphy excluding any Broadcast
originating outside the Territory
6
'Ship Rights' the right to show or play the Films
by any manner or means or make
available Videograms to passengers on
ships registered in any country in
the Territory
"Submission Period" the period commencing on the date of
this Agreement and continuing for a
period of eight years thereafter
'Subscription Television' any Broadcast for which a premium is
payable whether on a 'pay-per-view'
'pay-per-channel' 'pay' subscription
or other fee basis
'Subscription Television Rights' the right to authorise the
exploitation of the Films by means of
Subscription Television
'Television Rights' the Cable Television Rights the Free
Television Rights the Satellite
Television Rights the Subscription
Television Rights
"Term" in respect of each Film the period
set out in Schedule 1
'Territory' the territory set out in Schedule 1
'Theatrical Release' the exploitation of the Theatrical
Rights
'Theatrical Rights' the right to perform show or play the
Films in public by any manner or
means in any medium to any audience
which has paid or is deemed pursuant
to any statutory provision now
existing or in the future enacted to
have paid for admission to the place
where the Film is to be seen or heard
'Third Party Liabilities' all sums paid or payable in respect
of the exploitation of the Rights
(excluding only any sums payable to
the Performing Right Society Limited
in respect of the public performance
or broadcasting of the music and
lyrics contained in a Film) including
expressly synchronisation and
mechanical fees and payments (if any)
and re-use fees and residuals (if
any) and percentages of profits or
payments of any other nature
7
whatsoever arising under any
agreement between the Owner and any
parties who render services supply
goods or make available finance in
connection with the original
production and delivery of the Film
or under any union and/or guild
collective bargaining agreement
'United Kingdom' the United Kingdom of Great Britain
and Northern Ireland Eire Channel
Islands Isle of Man Malta Gibraltar
all territorial waters of the
foregoing including expressly but
without limitation the United Kingdom
sector of the continental shelf as
designated by the Continental Shelf
Xxx 0000, section 1(7), and all ships
and aircraft registered in or flying
the flag of any of the foregoing and
all oil marine and military vessels
and installations situate in any of
the foregoing
'Videogram' any video cassette or video disc tape
compact disc or any electronic
magnetic or other device whatever
existing now or developed in the
future which may be derived in whole
or in part from the Delivery Material
alone or in conjunction with other
audio-visual material by which visual
images with or without sounds derived
from a Film can be perceived
reproduced or otherwise communicated
directly or with the aid of any
machine or device
'Videogram Rights' the right at the sole cost and
expense of the Partnership to
manufacture sell distribute and make
available for rental Videograms for
the purpose of private viewing in the
home by means of playback through a
domestic television receiver with
suitable ancillary equipment
8
'Wireless Telegraphy' the sending of electro-magnetic
energy over paths not provided by a
material substance constructed or
arranged for that purpose
'Works' any literary work or novel upon which
any of the Screenplays or Films is
based
Any reference in this Agreement to any statute or statutory provision order or
regulation shall be construed as including a reference to that statute or
statutory provision order or regulation as from time to time amended modified
extended or re-enacted whether before or after the date of this Agreement and to
all statutory instruments orders regulations and directives modifying or
extending the same.
Unless the context otherwise requires words denoting the singular shall include
the plural and vice versa and words denoting any one gender shall include all
genders and words denoting persons shall include bodies corporate unincorporated
associations and partnerships.
The word 'copyright' means the entire copyright including rental and lending
right database right and design right subsisting under the laws of the United
Kingdom and all analogous rights subsisting under the laws of each and every
jurisdiction throughout the world.
The term 'equitable remuneration' shall have the meaning ascribed to it in
Council Directive (EEC) 92/100.
Unless otherwise stated time shall be of the essence for the purpose of the
performance of the Owner's obligations under this Agreement.
Unless otherwise stated references to clauses sub-clauses sub-paragraphs
schedules annexures and exhibits relate to this Agreement.
9
IT IS AGREED as follows:-
1. SUBMISSION AND LICENCE
1.1 The Owner shall submit to the Partnership for its consideration each
film produced (or which is in the process of production) or acquired by
the Owner during the Submission Period
1.2 The Partnership shall have a period of four weeks within which it may
at its entire discretion reject or accept such film
1.3 In the event that the Partnership accepts a film then such film shall
constitute a Film
1.4 The Owner:-
(a) irrevocably grants to the Partnership on a sole and exclusive basis the
Rights throughout the Territory during the Term together with the
non-exclusive right to distribute exhibit and exploit the Publicity
Material throughout the Territory during the Term; and
(b) undertakes to effect Delivery on the Delivery Date.
1.5 The rights granted to the Partnership shall include but not be limited
to the sole exclusive and irrevocable right (except in the case only of
the Publicity Material where the rights granted pursuant to this
Agreement shall be non-exclusive) to exploit the Rights and the right
to sell make produce lease license hire market publicise distribute and
reproduce mechanically graphically and electronically by any manner and
means (whether now known or devised in future) in any form the whole or
part of the Delivery Material and the Publicity Material and to combine
the same with any other material (including without limitation all
trade marks and logos) together with the sole exclusive and irrevocable
right to authorise or license any third party to exercise such rights
or any of them in its sole discretion.
1.6 The Owner confirms and agrees that the Partnership shall have the right
to use the name trade name trade xxxx biography and likeness of the
Owner and all persons connected with the Films the Delivery Material
and/or the Publicity Material in connection with the Rights granted
pursuant to this Agreement but not for the purposes of merchandising
products independently of the Films.
1.7 The Partnership may cut or alter the Films for the purposes of
censorship and time segmentation or to meet the requirements of the
Broadcasting Standards Commission the British Broadcasting Corporation
the Independent Television Commission and any of their successor bodies
or equivalent bodies in territories outside the United Kingdom and may
dub and/or sub-title the Film and may with the consent of the Owner
(which shall not be unreasonably withheld and be deemed irrevocably to
have been given 7 days after written request from the Partnership
unless within such time withheld for good and valid reason) cut alter
and adapt the Films.
10
1.8 The Partnership shall have the right to use excerpts from the Delivery
Material in all media and to make prints of scenes from the Films for
printed advertising and publicity material and for use on packaging and
the like and to authorise others to do any of the foregoing.
1.9 The Owner as a material inducement to the Partnership entering into
this Agreement warrants and undertakes that:
(a) all authors of Copyright Works included in each Film or on or from
which such the Film is directly or indirectly based or derived have
assigned all Rental Rights to the Owner, its successors, assignees and
licensees and have irrevocably and unconditionally waived all rights
which they may now have or to which they may in future be entitled
pursuant to the provisions of the Copyright, Designs and Patents Xxx
0000, sections 77 and 80, and any other legislation which may in future
be enacted in any part of the world which might in any way inhibit
restrict or impair the exploitation by the Partnership its successors
assigns licensees and sub-licensees of the Rights granted in respect of
the Film in this Agreement;
(b) all performers whose performances are included in any audio or
audio-visual material in each Film have assigned all Performers'
Property Rights to the Owner, its successors, assignees and licensees
and have irrevocably and unconditionally given all consents required
pursuant to the Copyright, Designs and Patents Xxx 0000 and any other
legislation which may in future be enacted in any part of the world
which may be required or necessary or advisable to authorise the
exploitation by the Partnership and its successors assigns licensees
and sub-licensees of the rights granted in respect of the Films to the
Partnership in this Agreement;
(c) the Partnership as against the Owner and all copyright owners (if any)
of any other copyright material included in the Films shall have the
sole and exclusive right to recover and receive any and all sums
payable by way of damages or otherwise in respect of any infringement
of copyright in the Films in the Territory during the Term to the
extent such infringement involves the media in which the Partnership
has been granted rights in this Agreement;
11
(d) the Owner shall prepay all equitable remuneration now or in future
payable in respect of Performers' Property Rights and/or Rental Rights
in relation to the rental or lending of the Films or the Delivery
Material in the Territory out of the sums payable to the Owner under
this Agreement or the Owner's other resources.
2. OWNER'S WARRANTIES
The Owner as a material inducement to the Partnership entering into and
performing this Agreement irrevocably warrants agrees and undertakes with the
Partnership that:
2.1 the Owner has the right to enter into and perform this Agreement and
grant to the Partnership all of the rights and licences granted in this
Agreement and the Owner has not entered into and shall not enter into
any arrangement or do any act or thing which would cut down inhibit
restrict or impair the free and unrestricted exercise by the
Partnership of its rights pursuant to this Agreement;
2.2 the Owner controls and throughout the period of this Agreement shall
control on a sole exclusive absolute unencumbered basis as the legal
and beneficial owner all rights necessary to grant to the Partnership
the Rights granted in this Agreement;
2.3 nothing contained in the Films (including without limitation their
working titles and final titles) the Delivery Material or the Publicity
Material shall be obscene libellous blasphemous or defamatory and the
exercise by the Partnership of the rights granted shall not infringe
any rights of copyright moral rights performers' rights performers'
property rights right of privacy right of publicity or other right
whatever of any third party;
2.4 the Films have not been exploited by any means [of television] in the
Territory prior to the date of this Agreement [and as a fundamental
condition the Owner warrants undertakes and agrees it shall not license
authorise permit or otherwise authorise or cause the Films to be
exploited in the Territory nor shall the Films be exploited whether by
the Owner or any third party [by any means [of television] exhibition
now or subsequently known including but not limited to Cable Television
Free Television Satellite Television Subscription Television MVDS or
any combination of any of the foregoing, whether or not encrypted]
during the Owner's Holdback in any or all of the countries of the
Territory];
12
2.5 the Owner has no actual or constructive notice of any defect in the
Rights granted to the Partnership in this Agreement;
2.6 the Owner shall deliver the Delivery Material to the Partnership free
and clear of all recording synchronisation mechanical dubbing redubbing
subtitling and/or distribution royalties and Third Party Liabilities
and any other payments whatever which may be required to be met in
whole or in part or with respect to the Delivery Material for each and
every part of the Territory throughout the Term all of which shall be
solely for the account of the Owner;
2.7 the Delivery Material and the Publicity Material comply with all screen
and advertising credit obligations to third parties connected with the
Films and/or the Delivery Material and/or the Publicity Material;
2.8 the Delivery Material is or shall on Delivery be in first class
condition and of suitable technical quality to enable without further
process or expenditure the exploitation of the Rights granted to the
Partnership in this Agreement;
2.9 the Partnership shall not incur any liability whatever in connection
with the exploitation by the Partnership of the Rights granted to the
Partnership pursuant to this Agreement except as expressly provided by
this Agreement;
2.10 all material created by the Partnership under this Agreement shall at
all times be and remain the sole and absolute property of the
Partnership;
2.11 the Partnership shall have the right to take all necessary steps
(including registration of copyright where the Partnership shall deem
necessary) to have the copyright in the Films and the Delivery Material
and the Rights granted to the Partnership under this Agreement
protected throughout the Territory during the Term and the Owner will
at the request of the Partnership execute any documents and do any acts
at any locations as may reasonably be required by the Partnership to
give effect to the foregoing;
2.12 the particulars of the Films set forth in this Agreement are correct;
2.13 following the expiry or other determination of the Term the Partnership
shall have the right for a further 6 full calendar months to sell off
Videograms previously manufactured by the Partnership during the Term;
13
2.14 each Film has been passed by those censors who have granted the
certificates particulars of which are set out in Schedule 1 and where
the Films have not yet been presented it shall achieve a certificate
other than 'R' from principal censors in the Territory to enable it to
be exploited.
2.15 the Owner has effected the Errors and Omissions Insurance on which the
interest of the Partnership is noted as additional insured and loss
payee and the Owner shall maintain such insurance throughout the Term.
3. INDEMNITY
The Owner undertakes to indemnify the Partnership and keep the Partnership at
all times fully indemnified from and against all actions proceedings claims
demands costs (including without prejudice to the generality of this provision
the legal costs of the Partnership on a solicitor and own client basis) awards
and damages however arising directly or indirectly as a result of any breach or
non-performance by the Owner of any of the Owner's undertakings warranties or
obligations under this Agreement.
4. PARTNERSHIP'S UNDERTAKINGS
The Partnership shall in its sole discretion use all reasonable efforts:
4.1 to exploit the Rights throughout the Territory; and
4.2 to secure as effective a Theatrical Release for the Films in the
Territory as the Partnership considers practicable.
5. REMUNERATION
As full and final consideration for the rights granted by the Owner to the
Partnership and subject to the complete compliance by the Owner with the
provisions of this Agreement the Partnership undertakes to pay to the Owner upon
the signature hereof the Licence Fee which shall (if and to the extent already
paid) be returnable immediately and in full if the Owner shall fail to effect
Delivery in accordance with this Agreement.
6. RESERVATION
The Owner and the Partnership acknowledge and agree that all rights not granted
are expressly reserved by the Owner.
14
7. ASSIGNMENT
The Partnership shall have the right to assign charge licence or sub-licence the
whole or any part of its rights under this Agreement provided it shall not be
relieved of its obligations to the Owner.
8. NOTICES
8.1 Any notice or other document required to be given under this Agreement
or any communication between the parties with respect to any of the
provisions of this Agreement shall be in writing in English and be
deemed duly given if signed by or on behalf of a duly authorised
officer of the party giving the notice and if left at or sent by
pre-paid registered or recorded delivery post or by telex telegram
cable facsimile transmission or other means of telecommunication in
permanent written form to the address of the party receiving such
notice as set out at the head of the Agreement or as notified between
the parties for the purpose of this clause.
8.2 Any such notice or other communication shall be deemed to be given to
and received by the addressee:
(a) at the time the same is left at the address of or handed to a
representative of the party to be served;
(b) by post on the day not being a Sunday or public holiday two days
following the date of posting;
(c) in the case of a telex telegram cable facsimile transmission or other
means of telecommunication on the next following day.
8.3 In proving the giving of a notice it shall be sufficient to prove that
the notice was left or that the envelope containing the notice was
properly addressed and posted or that the applicable means of
telecommunication was addressed and despatched and despatch of the
transmission was confirmed and/or acknowledged as the case may be.
8.4 Communications addressed to the Partnership shall be marked for the
attention of Xxxxxxx Xxxx with a copy to Xxxxxxx-Xxxxxxx Solicitors, 0
Xxxxxxx Xxx, Xxxxxx XX0X 0XX
9. MISCELLANEOUS
15
9.1 If any provision of this Agreement shall be prohibited by or adjudged
by a court to be unlawful void or unenforceable such provision shall to
the extent required be severed from this Agreement and rendered
ineffective as far as possible without modifying the remaining
provisions of this Agreement and shall not in any way affect any other
circumstances or the validity or enforcement of this Agreement.
(a) This Agreement contains the full and complete understanding between the
parties and supersedes all prior arrangements and understandings
whether written or oral appertaining to the subject-matter of this
Agreement and may not be varied except by an instrument in writing
signed by all of the parties to this Agreement. The Owner acknowledges
that no representations or promises not expressly contained in this
Agreement have been made by the Partnership or any of its officers
servants agents employees members or representatives.
(b) No failure or delay on the part of any of the parties to this Agreement
relating to the exercise of any right power privilege or remedy
provided under this Agreement shall operate as a waiver of such right
power privilege or remedy or as a waiver of any preceding or succeeding
breach by the other party to this Agreement nor shall any single or
partial exercise of any right power privilege or remedy preclude any
other or further exercise of such or any other right power privilege or
remedy provided in this Agreement all of which are several and
cumulative and are not exclusive of each other or of any other rights
or remedies otherwise available to a party at law or in equity.
(c) This Agreement shall not be deemed to constitute a partnership or joint
venture or contract of employment between the parties.
(d) This Agreement shall be governed by and construed in accordance with
the law of England and Wales the courts of which shall be courts of
competent jurisdiction.
16
SCHEDULE 1
1. LICENCE FEE:
One Thousand Pounds ((pound)1,000) on signature
2. DELIVERY DATE: [ ]
3. DELIVERY MATERIAL AND PUBLICITY MATERIAL
The materials specified in Schedule 2 together with a completed and
executed Laboratory Access Letter in the form specified in Schedule 3
4. FILMS:
[ ]
5. OWNER'S HOLDBACK
The period commencing on the date of this Agreement and ending [ ]
6. RIGHTS
[Airline Rights] [Cable Television Rights] [Free Television Rights]
[Non-Theatrical Rights] [Remake Rights] [Satellite Television Rights]
[Sequel Rights] [Ship Rights] [Subscription Television Rights]
[Television Rights] [Theatrical Rights] [Videogram Rights]
7. TERRITORY:
the World
8. TERM
50 years
9. CENSORSHIP
British Board of Film Classification: [ ] Motion Picture
Association of America: [ ]
11. SPECIAL STIPULATIONS:
17
SCHEDULE 2
DELIVERY & PUBLICITY MATERIALS
1. When requested in writing original or certified copies of all documents
relating to the title of the Owner in the Film which delivery
requirement shall be deemed not to have been fulfilled unless the Owner
shall have executed all such further documents of whatever nature as
may be required by the Partnership in its sole discretion with all
third parties in order to establish secure and perfect to the
satisfaction of the Partnership the right and title of the Owner to
authorise and enable the unrestricted and unimpaired exercise by the
Partnership of the Rights granted in this Agreement in respect of the
Film.
2. A list of all contractual screen and advertising credit obligations in
respect of the Film.
3. Two copies of the cue sheet of music recorded and included in the Film
(by sequence titles or by titles of compositions if titled) and
including timing on each piece of music and full details of composers
lyricists arrangers publishers and other copyright holders and
synchronisation licences authorising the exploitation in the Territory
during the Term of the Rights.
4. All publicity material of whatever description including without
limitation still photographs trailers and biographical material in the
possession of the Owner or from time to time during the Term created by
the Owner or its licensees ("Publicity Material").
5. A copy of a certificate of Errors and Omissions Insurance in respect of
the Film naming the Partnership as an additional named assured and loss
payee in an amount of not less than US$ 1 million in respect of any one
claim and an amount not less than US$ 3 million in the aggregate for a
minimum period expiring 2 years from the delivery of the Film.
6. The acceptance by the Partnership of less than all of the foregoing
items in respect of the Film shall in no event be construed as a waiver
of the Owner's obligation to deliver all of the above items. No waiver
of delivery of any such item shall be binding unless in writing and
signed by the Partnership.
All the above items shall be delivered to the Partnership at such place or
places as the Partnership may direct.
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SCHEDULE 3
LABORATORY ACCESS LETTER
To: [name of Partnership] of [address]
From: [name of laboratory] of [address]
Dated: [date]
Dear Sirs
[name of film] (the 'Film')
At the request of [name of owner] (the 'Owner') in consideration of the payment
of (pound)1 (the receipt of which we acknowledge) we agree as follows:
1. We confirm that we hold in our possession at our laboratory the
following materials (the 'Materials') in respect of the Film:
1.1 one complete 35mm colour reversal internegative of the Film as finally
cut, edited, assembled, main and end titled, together with original
optical English language soundtrack including music effects and
dialogue contained in the edited final form of the Film in perfect
synchronisation and without scratches or injury and in all respects
ready to serve in the manufacture of release prints of first class
commercial quality;
1.2 one 35mm magnetic 3-track of the Film and the trailer of the Film
containing separate music effects and dialogue tracks;
1.3 one 35mm English version colour feature print of the Film and the
trailer of the Film; and
1.4 one one-inch PAL C format master tape of the Film.
2. We confirm that the Film in our possession is not less than 90 minutes
of length, is in colour and is stated on the credits to be directed by
[name of director], produced by [name of producer] and starring [name/s
of star artist/s].
3. This letter constitutes an irrevocable authority to us from the Owner
to hold the Materials specified in paragraphs 1.1 to 1.4 and any
further material deposited with us by the Owner in relation to the Film
to your order upon the terms of this Agreement.
19
4. We confirm that we have examined the Materials and that they are of
technically satisfactory quality to enable you to exploit the Film by
theatrical exhibition, television broadcast and/or the manufacture of
videograms without further process or expenditure.
5. We undertake and confirm to you that we shall honour and carry out at
your expense (or the expense of your nominee) all orders placed with us
by you (or by your nominee) for release prints and duplicating material
with respect to the Film in accordance with our standard agreed terms
of business, and none of the Materials shall be removed from our
possession without your prior written consent and your rights shall not
be altered, diminished, abrogated, adversely or otherwise affected by
reason of any lien, claim, charge or other right in our favour arising
out of, or resulting from, the furnishing or performance of any prints,
materials or services of any kind for parties other than yourself.
6. We undertake to deliver or make available to you for collection
immediately upon demand the items listed in paragraphs 1.3 and 1.4.
The instructions and undertaking given in this letter are authorised and
approved by the Owner who confirms by way of counter-execution of this letter
that such instructions and undertaking shall not be capable of variation or
release by the Owner without your consent in writing.
Yours faithfully
[signature on behalf of laboratory]
We confirm and agree the above and agree to be bound by it.
[signature on behalf of Owner]
20
AS WITNESS the hands of the authorised representatives of the parties the day
month and year first above written:
SIGNED by (name) )
for and on behalf of )
TRIMEDIA FILM GROUP INC ) /s/ Xxxxxxxxxxx Xxxxxxxx
------------------------
SIGNED by (name) )
for and on behalf of )
KEYDATA MEDIA & MARKETING 1 LLP ) /s/ G. R. Bretten
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