[EXHIBIT 10.1.10]
SHORT FORM ASSIGNMENT
For good and valuable consideration, receipt of which is hereby
acknowledged, and in consideration of the mutual covenants and
agreements herein set forth, the undersigned, Aryan Couple
International BVI ("Assignor"), hereby assigns and transfers to
Celebration International Pictures Limited (BVI) ("Assignee"),
and its representatives, successors, and assigns, all of
Assignor's right, title, and interest in and to the motion
picture presently entitled "Aryan Couple" (the "Picture"),
including, without limitation, all copyrights and all rights of
copyright in and to the Picture and all of Assignor's rights in
and to any and all agreements, assignments, licenses and other
instruments and documents of whatever kind and nature, including
without limitation, the agreements referred to in Schedule A
attached hereto and any and all other distribution agreements in
all media throughout the world heretofore or hereafter made or
executed which transfer rights in or to the Picture.
Assignor warrants and represents that (a) Assignor has all right
and authority to make this assignment and to grant to Assignee
all of the rights in and to the Picture and the contracts granted
herein; (b) Assignor has not heretofore granted, transferred,
encumbered, assigned, or other disposed of, in any manner
whatsoever any right, title or interest acquired by it in
relation to the Picture; (c) there is not now outstanding, any
litigation or claims or threats of claims or sums due which
affect or are concerned with, or in any way touch upon any of the
rights, licenses, privileges, and property assigned to Assignor
hereunder; and (d) Assignor has duly performed all of its
obligations to be performed prior to the date of this assignment
with respect to the subject of the contracts, including but not
limited to all payment obligations occurring prior to the date
hereof.
Assignor will indemnify Assignee and save and hold Assignee
harmless of and from any and all claims, demands, actions, and
liabilities of every kind and character whatsoever, including
reasonable attorneys' fees, arising out of any breach or
violation of the aforesaid representations and warranties by
Assignor.
Assignor agrees to execute, acknowledge and deliver, or cause to
be executed, acknowledged and delivered, any and all further
documents which may be necessary or expedient to effectuate the
purposes of this Assignment. In the event Assignor fails to
execute and deliver such other documents and instruments promptly
upon demand thereof from Assignee, Assignee is hereby authorized
and appointed attorney-in-fact of and for Assignor to make,
execute and deliver any and all such other documents and
instruments. Assignor hereby assigns and delegates such power to
Assignee. Assignor wishes to be released and discharged from
Agreements assigned hereunder as from the date of this agreement
(the "Effective Date") and the parties below have agreed to
release and discharge Assignor from Effective Date on condition
that the Assignee
undertakes to perform the Agreements and to be bound by the terms
of the Agreements in place of the Assignor. The Assignee hereby
assumes and undertakes to perform such obligations.
Assignee hereby expressly acknowledges that certain agreement
between Wigram, Inc. and Red Giants Productions, Inc., dated
January 21' 2004, entitled "Motion Picture Financing and
Production Services Agreement." Assignee hereby expressly assumes
any and all duties and obligations of Red Giants Productions,
Inc. to Wigram, Inc. under that agreement. A copy of said
agreement is attached hereto as part (1) of Exhibit A, and
incorporated herein by this reference.
This Assignment shall be binding upon and inure to the benefit of
the successors, assignees and licensees of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed this
short form assignment as of August 23, 2004.
Celebration International Pictures Limited ("BVI")("Assignee"),
By:/S/
--------------------------------
Its: President
-------------------------------
Aryan Couple International BVI (Assignor)
/s/
-----------------------------------
The following parties agree to this assignment and the assumption
by Assignee of all obligations under the agreements assigned.
MAIRIS FILM LTD. SP ZOO
By: /s/
--------------------------------
Its:
-------------------------------
Wigram
By: /s/
--------------------------------
Its:
-------------------------------
EXHIBIT A
Assigned Agreements
1. Motion Picture Financing and Production Services Agreement
between Wigram, Inc. and Red Giant Productions, Inc., dated
January 21 I 2004.
2. Assignment Agreement between Red Giants Productions, Inc. and
Aryan Couple International Limited, dated April 2004.
MOTION PICTURE FINANCING AND PRODUCTION SERVICES AGREEMENT
THIS MOTION PICTURE FINANCING AND PRODUCTION AGREEMENT (the "
Agreement") is made as of January 21, 2004, by and between WIGRAM
INC. ("Financier"), with offices at Akara Bldg., 00 Xx Xxxxxx
Xxxxxx. Wickharns Cay I, Road Town, Tortola, British Virgin
Islands; RED GIANTS PRODUCTIONS, INC. ("Production Company"),
with offices at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx,
XX 00000, Xxxxxx Xxxxx xx Xxxxxxx ("Guarantor").
WHEREBY IT IS AGREED:
--------------------
1. THE FILM a. The Film. Subject to the Financier providing $5m
--------
hereunder in accordance with the terms of this Agreement, the
Production Company hereby agrees and undertakes to produce at a
cost not exceeding US $5m within eight (8) months (pre-
production, 12 weeks; production, 8 weeks; post- production, 12
weeks) after the date hereof a full-length independent motion
film tentatively entitled "The Aryan Couple" (the "Film")
starring Xxxxxx Xxxxxx, and to be produced in Russia and such
other locations as Financier and Production Company shall agree.
b. Specification. The Film, when completed and delivered by
Production Company shall: (i) be on 35mrn stock with synchronized
sound in separate delivery materials, items and elements as
provided for in this Agreement at paragraph 8 below; (ii) be of
first-class technical quality, and the negative, sound track and
other material of the Film shall be of suitable quality and
condition so that first -class theatrical quality release prints
and first-class copies of media whether now know or hereafter
devised including but not limited to theatrical, television and
home video and digital devices (video cassettes, video discs,
etc.) throughout the world can be made there from; (iii) be
originally recorded primarily in the English language and in
Russian (but capable of being dubbed into other languages without
overlaying the English sound track); (iv) be photographed in
color using 35mrn format; (v) shall be produced in accordance
with the approved shooting schedule (the " Approved Shooting
Schedule") presented by Production Company to Financier and
appended wherewith at SCHEUDLE A; (vi) shall conform with the
approved screenplay entitled 'The Aryan Couple" ("the
Screenplay") written by Xxxx Xxxx and Xxxxxxx Xxxxxxxxx and
contain all other elements agreed to by the parties; and (vii)
shall be no less than 90 minutes and no more than 120 minutes
long including main and end titles.
2. PRODUCTION SERVICES. Subject to the terms and conditions
-------------------
hereof, Production Company shall provide or cause to be provided
in a timely manner, and for the avoidance of doubt in this
Agreement time is of the essence, all services of whatsoever
nature which are required for the production of the Film (the
"Production Services") unless the parties mutually otherwise
agree in writing and all agreements relating to the same shall be
executed in the name of the Production Company including without
limitation: (i) furnishing or procuring studio and location
facilities and services for the Film including, without
limitation, production, filming, location and generally all other
permits, licenses, consents, and permission required in
connection with the pre-production and production of the film;
(iii) engaging persons rendering services for the Film,
including, without limitation, actors, and crew as approved in
accordance with paragraphs 3(a) and 3(b) below; (iv) providing
use of, access to and the services of Production Company's
existing infrastructure, discounts, rebates, allowances, office
space, facilities, equipment and personnel in connection with the
rendition of the Production Services; (v) obtaining production
insurance and oversee and assist in obtaining Standard Errors and
Omission Insurance for the Film. The Financier should be named
the E&O insurance and should have approval of all production
insurance policies; (vi) "hot" costs reports, weekly "cost
reporting" in a form of written reports produced by the
Production Company to the Financier; and (vii) all accounting
services for the Production and corporate accounting for
Production Company.
3. PRODUCTION AND BUSINESS MATTERS. All of Production Company's
-------------------------------
Production Services shall be performed in accordance with the
requirements of Financier and the rendition of Production
---" Services shall be subject to the supervision of Financier in
accordance with the foregoing:
a. Approval of Agreements. The Production Company and Financier
----------------------
shall have the mutual right to approve all of the terms and
conditions of all material agreements to be entered into with any
person(s), firm(s), corporation(s), or other entity(ies)
providing services, materials, and/or rights which shall include
all assignment of rights including copyright and rental and
lending rights if applicable and all moral rights waivers with
respect to its portion or elements of the Film.
b. Approval of Personnel. Production Company shall have the right
---------------------
to approve and Financier has the right of good faith consultation
in the engagement and/or employment of line producer, production
manager and all other crew, any other persons rendering services
in respect of the Film and their terms of such engagement and
employment.
c. Casting. Production Company shall have the right to approve
-------
and the Financier the right of good faith consultation in regard
to Cast, the Director and the Director of Photography. The terms
and conditions of all of the engagements with all production
personnel must conform amongst other tings to the Approved
Budget.
d. Editing Rights. Production Company shall control all editing
--------------
in accordance with the Approved Budget in good faith consultation
with Financier.
e. Audit Rights. Financier shall have the right to have a
------------
representative on the set throughout production. Production
Company shall provide accurate and complete weekly "cost" reports
to Financier's on the set representative and weekly accurate and
complete cost reports to Financier. Financier shall have the
right to examine the books and records of Production Company in
respect of the production of the Film at any time commencing as
of the date of this Agreement and continuing for the period
ending ten (10) years after the deliver of the Film and/or its
elements for distribution. Such examination shall be made during
reasonable business hours, at the regular place of business of
Production Company, and shall be conducted on Financier's behalf
and at Production Company's expense, by Financier's Designee.
Production Company shall notify Financier immediately of the
budget effect of any request made by Financier to assure that
such request shall not cause any increase in the cost of the
Film.
4. BUDGET
------
a. Subject to the Production Company complying with the terms
hereof, the Financier will provide $5M (the " Approved Budget")
appended herewith at SCHEDULE B in accordance with the approved
cash flow (the " Approved Cash Flow") appended herewith at
SCHEDULE C to be placed in a separate Production Company's bank
account in the following installments upon the following
conditions:
Within 7 days of signing or July 15, 2004 which ever is earlier
upon presenting to and approval by the Financier of:
i. List of pre-arranged costs and expenses (budget estimate)
$500,000
ii. Pay Schedule.
On or before September 15, 2004 upon presenting to and approval
by the Financier of:
i. List of pre-arranged costs and expenses (budget estimate)
$500,000
ii. Pay schedule.
Equally, weekly during the eight (8) weeks of principal
photography $3,000,000 paid in installments of $375,000 per week.
Prior to first installment the Production Company shall produce
to the Financier the Schedule provided for in the Clause I, b(v)
of this Agreement. Each installment shall be paid by Financier
upon presenting to and approval by the Financier of:
i. List of pre-arranged costs and expenses (budget estimate)
$3,000,000
ii. Pay schedule
On the last day of principal photography upon presenting to and
approval by the Financier of:
i. List of Pre-arranged costs and expenses (budget estimate)
$500,000
ii. Pay Schedule
On or before December 15, 2004 upon presenting to and approval by
the Financier of:
i. List of pre-arranged costs and expenses (budget estimate)
$500,000
ii. Pay Schedule.
Each time the financing is requested, the Production Company
undertakes, warrants and represents to provide the Financier with
a Report (Sum-total) of all the costs and expenses which have
already been incurred and paid for by the date such further
financing is requested. In case the Financier agrees in writing
to personally meet any costs and expenses as mutually agreed
between the Financier and the Production Company, such costs and
expense will be excluded by the Financier from the amounts to be
paid pursuant to the above agreed schedule of financing.
a.
b. The production Company undertakes that in the event that the
costs and expenses of the production of the Film are below $5m,
the Production Company shall return any surplus monies or
underages to the Financier.
c. The Production Company undertakes that in the event that the
costs of the Film exceed $5m, the Production Company will solely
and personally meet all costs and expenses itself and not seek
any contribution from the Financier, provided always that if the
Financier requests a change to the Film and agrees in writing to
any cost increase associated therewith the Financier shall be
obligated to provide the additional funds required for the change
the Financier requested. All costs and expenses above 5m incurred
by the Production Company will be recouped by the Production
Company from the Production Company's 50% share of Net Receipts.
d. In the event that (a) the Film is not produced by a date eight
(8) months after the date hereof or, as ex1ended in the event of
"Force Majeure" events (as commonly understood in the film and
television industry) outside of the Production Company's control
delaying the completion of the Film, the expiry of such extension
as is reasonable in the light of such for Majeure circumstances,
then the Financier shall be entitled to require Production
Company to complete the Film by a date to be determined in its
sole discretion by the Financier and if the Production 'Company
refuses or is unable to do so, then the Financier shall in its
sole discretion require the Production Company to repay to the
Financier all monies (+LIBOR at a rate to be determined in its
sole discretion by the Financier) to be paid by or on its behalf
to the Financier in accordance with the Approved Budget and in
such instance Production Company shall own all rights and
cop)Tight in and to the Picture without further obligation to or
ownership by the Financier.
e. Budget shall include a capped fee to Production Company of
$750,000 U.S. which \\ill include all fees to producers, co-
producers, rights and screenplay acquisition costs, reimbursement
of previous expenses including all Xxxx Xxxx'x costs and living
expenses, airfares, travel car, secretary and office expense in
developing the Film.
5. OWNERSHIP OF THE FILM.
---------------------
a. Worldwide Copyright and all other right title and interest in
-------------------
the Film in all media whether now known or hereafter devised by
which the Film is produced by the Production Company and its
constituent parts (and in whatever language version), including
clips, stills, music, sound track, script and all underlying
rights relating thereto including but not limited to the
Screenplay and all rights assigned by production personnel for
the Film and the sole and excusive distribution exhibition
performance and reproduction rights, shall be jointly owned in
equal shares by the Financier and the Production Company in
perpetuity .The Production Company shall ensure that all
intellectual property rights and all other right title and
interest in the Film that exist or arise in respect of the Film
shall be automatically assigned and/or vested in the Financier so
that the Financier will have unfettered and royalty free
ownership of the Film and all rights in the Film as set out above
in perpetuity.
b. The Financier will have unfettered and royalty free perpetual
-------------
right to make remakes, sequels, prequels and grant merchandising
rights, apply for license trademark rights, subject to (i) paying
50% of the royalties received by the Financier (net of any costs
incurred in respect thereof) to the Production Company; (ii) during
the period of 5 years from the date of first public showing the
Production Company shall be responsible for arranging for the
distribution of the Film but without charging any fee therefore with
receipts distributed in accordance with Clause 10 hereof. In the
event Production Company actually license the Picture to a territory,
Production Company shall be entitled to a reasonable distribution
fee to be negotiated in good faith. The physical materials should
also be owned jointly by the parties in equal shares in perpetuity
subject to a lab access letter to the Production Company.
6. COPYRIGHT. CREDITS AND OTHER NOTICES.
------------------------------------
a. Production Company shall cause the main or end titles of the
------------------
negative and print materials of the Film to contain an
appropriate copyright notice, complying with all United States
statutory, Beme Convention and Universal Copyright Convention
requirements, and such other notices as are reasonably required
by Financier. The Copyright notice shall be in the name of
Production Company and the Financier as copyright proprietor
unless Financier timely instructs Production Company in writing
to cause such negative and print materials to contain a copyright
notice in any other name(s).
b. Production Company warrants and represents that it owns, ahs
------------------
and holds title to the copyright of the Screenplay and all
underlying rights making up the Film.
c. Financier will have the right to designate the individual or
---------
entity to receive a presentation credit. This presentation credit
will be on a single card before the title of the film and it
shall be equal in all respects including but not limited to size
and duration to the presentation credit given to Production
Company or its designee. Such credit shall appear on the title
and on the screen, but also in all paid ads and advertising and
in the billing block under control of Production Company where a
Production Company's credit appears.
7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
------------------------------------------
a. Each party has the full right, power and authority to enter
into, and to perform its obligations under this Agreement. This
Agreement has been duly and validly authorized, executed and
delivered by each party, this Agreement constitutes each party's
valid and binding obligation, enforceable in accordance with its
terms, except as enforcement may be limited by applicable law,
and neither party is a party to any contract or other arrangement
of any nature which will materially interfere with its full, due
and complete performance of this Agreement.
b. Production Company warrants, represents and covenants that the
------------------
elements it controls and owns, will not, to the best of its
knowledge, including that which Production Company should have
known in the exercise of reasonable prudence, violate or infringe
upon the rights of any third party of any nature of kind
including but not limited to intellectual property rights,
defamation, confidence and privacy and shall not expose the
Financier to civil or criminal liability; and Production Company
and Financier separately will quietly and peacefully enjoy and
possess each and all the rights, license, and privileges to
distribute and exploit the Film throughout the world in
perpetuity.
c. Production Company represents, warrants and covenants that it
------------------
has the full right and authority to produce the Film and as such,
owns, controls and/or has or will otherwise acquire any and all
rights necessary to produce the Film including, without
limitation, any and all rights in and to the Screenplay and all
underlying rights making up the Film. Production Company
represents, warrants and covenants that, to the best of its
knowledge, except to the extent based on actual events and people
who have provided signed releases assigning all rights to the
Production Company it being understood that it is condition
precedent of this Agreement that such signed releases have been
obtained by the Production Company, the underlying story and
Screenplay are original, will not infringe on the rights of any
third party(ies) and shall not expose the Financier to the civil
or criminal liability , or would be deemed libelous to any third
party(ies). The parties undertake to obtain Standard Errors and
Omissions Insurance in an amount no less than $l,OOO,OOO.OOU.S.
per incident
and $3,000,000.00U.S. in the aggregate for the film, and
Production Company and Financier shall each be named and covered
under such policy for a term of three years.
d. Indemnity by Production Company. Production Company shall
-------------------------------
indemnify and hold harmless Financier and its respective
affiliates, successors, licensees or assigns, and the members,
managers, officers, directors, employees and agents of all of the
foregoing ("Indemnitees"), from and against any and all claims,
demands, suits, losses, costs, expenses (including without
limitation reasonable attorneys' fees), damages, or recoveries
(including without limitation any amount paid in settlement)
suffered, made, incurred or assumed by the Indemnitees by reason
of the breach of any warranty, representation or agreement made
or entered into herein or hereunder by Production Company.
e. Indemnity by Financier. Financier shall indemnify and hold
----------------------
harmless Production Company and its respective affiliates,
successors, licensees, or assigns, and members, manager,
officers, directors, employees and agents of all of the foregoing
("Indemnitees") from and against any and all claims, demands,
suits, losses, costs, expenses (including without limitation
reasonable attorneys' fees), suffered, made, incurred or assumed
by the Indemnitees by reason of the breach of any warranty ,
representation or agreement made or entered into herein or
hereunder by Financier.
8. DELIVERY ITEMS.
--------------
a. Delivery Requirements. Without limitation, the Film as
---------------------
delivered hereunder shall include all materials, items and
elements (the "Delivery Material") as required by any distributor
or sales agent and customarily provided for the effective
marketing and showing of a film worldwide appended herewith at
SCHEDULE D.
9. TAX CREDITS.
-----------
a. The parties acknowledge and agree that, subject to satisfying
any and all eligibility requirements, Production Company shall
use its best efforts to submit an application for and, claim, for
the benefit of both parties, if applicable and desirable, tax
credits and all other credit or other benefits including but not
limited to government subsidies in connection with the Film. In
accordance with the relevant tax credit and subsidy guidelines,
Financier shall, if so requested, assist the Production Company
to apply to the relevant authorities to have the Film certified
as an accredited and/or eligible production as applicable.
Financier will provide to the Production Company any
documentation required for accreditation and/or certification of
the Film or parts thereof. Any Tax Credits or other sums
described above shall be part of the Approved Budget and Dived
equally between Financier and Production Company.
10. DISTRIBUTION. Production Company shall arrange for the
------------
distribution of the Film during the first five years from first
public showing. In doing so, all agreements for the distribution
or licensing of the Film shall be submitted to Financier for
mutual approval with Production Company. Within 12 (twelve) weeks
after the last day of post-production of the Film n accordance
with the Approved Shooting Schedule, the Production Company will
arrange for the first distribution and/or sales agency agreement
in respect of the Film to be executed. The production Company
undertakes warrants and covenants to arrange for the first
theatrical public showing of the Film to take place in the
territory of USA at the latest by September 2005. All proceeds
from the distribution of the Film as aforesaid shall be paid to a
segregated account administered by a mutually approved attorney,
bank or collection agent (the "Collection Agent"). The Collection
Agent, if any, shall be instructed that all gross receipts
derived from the exploitation of the Film as aforesaid and its
allied and ancillary rights, including but not limited to
merchandising publication and sound track rights, in all media,
throughout the world, in perpetuity ("Gross Receipts"), shall be
paid out in the following order of priority:
a. First, to pay the fee of the Collection Agent if any.
b. Second, to pay the costs and fees of the party responsible for
obtaining and negotiating agreements which generated such Gross
Receipts, such fee not to exceed Fifteen Percent (15%) of the
gross receipts to said party.
c. Third, to repay to the Financier an amount equal to the amount
paid to the Production ---Company in relation to its investment
in the Film in accordance with the Approved Budget and Approved
Cash Flow.
d. Thereafter all further Gross Receipts, net of expenses set
forth in (a) and (b) shall be payable 50% to Financier, and 50%
to Production Company. Production Company shall be responsible,
out if its 50 i.e. 5 share of Net Profits, to pay all third party
shares of Net Profits (whether Contingent Deferments or otherwise
as approved in accordance with the Approved Budget and the
Completion guarantor (if any). Financier's 50% share of Net
Profits shall not be reduced for this or any other purpose.
11. GENERAL PROVISION.
-----------------
a. Waiver. No waiver by any party hereto of any term of
------
condition of this Agreement shall be deemed or construed to be a
waiver of such term or condition of the future, or of any
preceding or subsequent breach of the same or any other term or
condition of this or any other agreement. All remedies, rights,
undertakings, obligations and agreements contained in this
Agreement shall be cumulative, and none of them shall be in
limitation of any other remedy, right undertaking, obligation or
agreement of either party.
b. Binding Effect of Agreement. This Agreement, and all rights
---------------------------
and obligation hereunder, shall be binding on and inure to the
benefit or the parties hereto and their respective heirs,
executors, legal and personal representatives, successors,
licenses and assigns.
c. Further Acts. Each of the Production Company and Financier
------------
agreed to perform any further acts and execute, acknowledge and
deliver any other instruments or documents that may be reasonable
necessary or desirable to evidence, effectuate, confirm or carry
out any of the provisions of this Agreement.
d. Notices. All notices, statements and other documents which any
-------
party is required or desires to give to any other party hereunder
shall be given in writing and shall be served in person, by
express mail, by certified mail, by overnight delivery, or by
electronic transfer (e.g. telecopier) at the respective addresses
of the parties first set forth above or at such other addresses
as may be designated in writing by such party in accordance with
the terms of this paragraph. They shall be deemed to have been
received by the party to whom it is directed, when delivered or
if by express mail, four (4) business days after the mailing
thereof.
Copies of all notices shall be sent to:
Financier Production Company
--------- ------------------
Wigram, Inc. Red Giants Productions, Inc.
0000 Xxxxxxxx Xxxxxxxxx Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Tel No.: (000) 000-0000
Fax No.: (000) 000-0000
e. Captions. The captions of paragraphs contained in this
--------
Agreement are for reference only and are not to be construed in
any way as part of this Agreement.
f. No Injunction. In the event of a breach of any of the
-------------
provisions of this Agreement by either party, the sole remedy
available to either party shall be an action at law for damages.
In no event shall either party have the right to injunctive or
other equitable relief or to enjoin, restrain or otherwise
interfere with the other's productions, distribution, exhibition
or generally exploitation of any other film or films.
g. Entire Agreement. Except as expressly set forth herein, this
----------------
Agreement is the sole and entire agreement between the parties
hereto with respect to the Film and supersedes all prior
representations, negotiations, promises, understanding or
agreements, whether oral or written, between the parties with respect
to the subject matter hereof.
h. Modification. No amendment or modification of this
------------
Agreement or of any covenant, condition, or limitation herein
contained shall be valid unless in writing and duly executed
by the party to be charged herewith.
i. Governing law. This Agreement shall be governed by and
-------------
construed in accordance with the laws of Los Angeles, California,
U.S.A., without reference to conflicts of laws principles.
The parties herein agree that any controversy or claim arising
out of this Agreement or any breach thereof, shall be
adjudicated in the Courts in Los Angeles, California, U.S.A., and
such Courts shall have exclusive venue and jurisdiction thereof.
j. Attorneys' Fees. In any action between the parties
---------------
relating to this Agreement, the enforcement of any of its terms
or to any other contract relating to the subject matter of
this Agreement, the prevailing party shall, in addition to any
award of damage or other remedy, be entitled to reasonable
attorney's fees, costs and expenses as may be awarded by the
Court.
k. Conflicts. Nothing contained in this Agreement shall be
---------
construed so as to require the commission of any act contrary to
the law; and wherever there is a conflict between any provision
of this Agreement and any statue, law, ordinance, rule, order or
regulation, the latter shall prevail, but in such event any
such provision of this Agreement shall be curtailed and limited
only to the extent necessary to bring it within the legal
requirements.
l. Counterparts. This Agreement may be executed in one or
------------
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
12. GUARANTOR.
---------
a. In consideration of the Financier entering into this
Agreement to provide financing for the Film, the Guarantor hereby
guarantees to the Financier the performance of this Agreement
by the Production Company and hereby indemnifies the Financier
against all costs, claims, liabilities incurred by the
Financier arising out of the breach of the Agreement by the
Production Company.
IN WITNESS WHEREOF, the parties to this Agreement executed this
Agreement as of the day and year first above written.
WIGRAM INC. RED GIANTS PRODUCITONS, INC.
By: /s/Xxxxxx Xxxxxxxxxx By: /s/Xxxx Xxxx
------------------------------ ------------------------------
Signed as a Deed by Signed by Xxxx Xxxx
Xxxxxx Xxxxxxxxxx
In the presence of: In the presence of:
--------------------------------- ---------------------------------
