EXHIBIT 10.9
PRODUCTION AND STUDIO FACILITY AGREEMENT
THIS AGREEMENT is made and entered into as of February 21, 2003 by and between
Xxxx 7 Entertainment ("Producer"), 0000 Xxxxxxxx Xxxx., Xxxxx 0000, Xxxxxxx
Xxxxx, XX. 00000 and RadioTV Network, Inc ("RTV"), 0000 Xxxxxxxx Xxxx., Xxxxx
0000, Xxx Xxxxxxx, XX. 00000.
WHEREAS RTV has the exclusive rights to produce and distribute the television
adaptation of "The Xxxx Xxxxxxxx Radio Show" ("Program"), and
WHEREAS Producer is an experienced television line producer and television
facility entity;
NOW THEREFORE, the parties do hereby agree as follows:
1. PRODUCTION FACILITY. Producer shall supervise, coordinate and generally
contract the construction, installation and implementation of a fully
operational, first class, digital television facility ("Studio"),
adjacent to the main radio broadcast booth at the KISS - FM radio
station in Dallas, of a quality and function suitable to produce,
record and broadcast the Program. The Studio shall minimally include
four (4) Panasonic 55 Digital cameras with robotic "heads", a Sony
switcher and four (4) monitors, an Avid editing system, a portable
digital camera and any and all necessary production equipment,
operational features, cable, wiring and installed fixtures as is more
fully described in Exhibit "A'.
2. PRODUCTION SERVICES. In addition to the Studio construction services
described above, Producer shall also provide the necessary production
personnel and staff required to produce the Program for its initial
three (3) weeks of pre-production and initial four (4) weeks of
production, on exact dates to be determined by the parties, but in no
event to commence later than October 1, 2003. Producer shall minimally
provide the services of Producer, Line Producer, Director, Technical
Director, two (2) Editors, two (2) Production Assistants and make up
and hair personnel, all subject to the direction and approval of RTV in
advance.
3. PRODUCTION. Producer shall produce the Program at the direction of RTV
and on a timetable as more fully described herein. RTV shall be the
sole owner and copyright holder in and to the Program.
4. CONSIDERATION. In consideration for the Production Facility, Studio and
initial Production Services described in paragraphs 1, 2 and 3 above,
RTV shall pay to Producer the total, fixed consideration of $162,000
payable at; $54,000 on or before March 1, 2003; $54,000 upon
commencement of Studio construction but in no event later than August
1, 2003 and $54,000 upon completion of the Studio construction.
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5. CONTINGENT CONSIDERATION. As contingent consideration, Producer shall
be entitled to receive an amount equal to 5% of any and all "Net
Receipts" derived by RTV from its exploitation of the Program(s)
produced by Producer. For the purposes of this Agreement, Net Receipts
shall be deemed to mean all of those funds actually collected by RTV
from the exploitation of the Program(s) after fully deducting all of
RTV's actual costs of developing, financing, producing and distributing
the Program(s). RTV shall provide semi-annual reports to Producer
showing the amount of Net Receipts earned in any period in which Net
Receipts are received.
6. TERMINATION/EXTENSION. RTV may terminate this Agreement at any time by
giving five (5) days notice to Producer at the address listed above. In
the event that RTV terminates the Agreement prior to June 1, 2003,
Producer shall refund to RTV all of the consideration advanced, except
for the amount of $10,000. In the event that RTV terminates the
Agreement after June 1, 2003 but prior to July 1, 2003. Producer shall
refund all of the consideration advanced except for $20,000. In the
event that RTV terminates the Agreement after July 1, 2003, Producer
shall only refund any unused portion of the consideration advanced,
plus $10,000. RTV shall have the right but not the obligation to extend
the Production Services portion of this Agreement, at the same rates,
for an additional one (1) year period, upon reasonable notice to
Producer.
7. CREDIT/INSURANCE. Producer shall be entitled to a production credit of
"Produced By" in the main titles of all Programs produced by Producer.
Producer agrees to maintain all proper production insurance, inclusive
of E & O insurance, while Producer is producing the Program.
8. REPRESENTATION AND WARRANTIES. Both parties hereby represent and
warrant that they have the full right, authority and ability to perform
under this Agreement and Producer represents and warrants it has the
ability to provide the equipment and render all services contemplated
under this Agreement.
The above named parties have executed this Production and Studio Facility
Agreement as of the date first above written.
By /s/ T. Xxxxxx Xxxxxxx By /s/ Xxxxxxx Xxxxxx
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RadioTV Network, Inc. Xxxx 7 Entertainment
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