CPT Holdings, Inc
DISTRIBUTION AGREEMENT
This Distribution Agreement (the “Agreement”) entered into as of April 1, 2009September [__], 2013 (“Effective Date”) confirms the agreement between SONY PICTURES TELEVISION INTERNATIONAL, a division of CPT HOLDINGS, INC. with an address at 10202 West Washington Blvd., Culver City, California 90232 (“SPTI”) and MASTERS OF ILLUSION, INC., a Nevada Corporation(“CPT”), and ASSOCIATED TELEVISION INTERNATIONAL, with an address at 4401 Wilshire Boulevard, Los Angeles, California 90010[________________] (“Licensor”), with respect to SPTICPT’s exclusive Rightsdistribution rights in the Territory in the ProgramsMiniseries, Formats and/or Local Versions (as such terms are defined below), all as more particularly set forth below:
DefinitionsDEFINITIONS. Capitalized terms set forth herein, unless elsewhere defined, shall have the meanings set forth below.
1. “Distribution Expenses” shall meanmeans all costs and expenses incurred in connection with the release, delivery, marketing, distribution and exploitation of the ProgramsMiniseries, Formats and/or Local Versions and the Rights (as defined in Article 4Section 5.5), including, without limitation, all expenses for advertising, marketing, promotion, merchandizing, and publicity of the ProgramsMiniseries, Formats and/or Local Versions; all expenses for the full and complete deliveryDelivery of Delivery Items (as hereinafter defined) and translation thereof; shipping; storage; cleaning and inspection; duplication of scripts and music cue sheets; renewal of music synchronization licenses; all taxes (other than corporate income taxes), whetherediting and production of any and all video devices (including but not limited to encoding and manufacturing, duplication and manufacturing shrink-wrapped, finished home video devices (including but not limited to, mastering, submastering, packaging, labeling and freight of all video devices)); sales, gross receipts, value added, withholding, remittance, excise, property, use, transfer or similar taxes, levies, penalties, fines or interest, however denominated, imposed directly or indirectly on SPTI or its affiliates, by a governmental authority or taxing authority (whether federal, local, territorial or state of the United States or any country in the Territory or similar taxes (other than corporate income taxes); foreign language dubbing and/or subtitling; any Third Party Payments (as defined atin Section 8.111.1), and all other usual distribution costs customarily incurred.
2. “Licensed Languages” with respect to the Programs shall mean all languages and dialects.Format(s)” means the underlying premise of the Miniseries and any and all rights in such format, including, without limitation, derivative rights, along with all parts, segments, or elements of and any, including, without limitation, synopses, narrative developments, scripts, titles, games, (interactive) applications, know-how, instructions, documentation and data, scripts, flow-charts, underlying databases, music, the manner and style in which the subject matter of such television format is presented, including, but not limited to, title sequences, theme music, game graphics, “look and feel”, logo, type of presenters, any commonly recurring phrases and any other distinctive features, as well as any local modifications thereto and as the same may from time to time be amended.
3. “Mobile Rights” shall mean the right to create, advertise, promote, distribute and otherwise exploit the Programs and mobile content from or based on the Programs, including without limitation, wallpapers, games, images, screensavers, ringtones, voicetones, and video clips, by any means now known or hereafter devised.Gross Receipts” means the aggregate of all monies actually received by CPT from the exploitation of the Rights in the Territory, including monies and royalties collected by a collecting society or governmental agency with respect to the exploitation of the Miniseries and/or Local Versions on television from compulsory licenses, retransmission income, secondary broadcasts, tax rebates, levies on blank videograms, DVDs or hardware, or the like (“Ancillary Royalties”), less rebates, discounts, reasonable reserves for returns and bad debt, credit adjustments for defective Videograms, advertising agency commissions, security deposits, advances or other similar sums received until earned or forfeited or credited and any amounts received and thereafter refunded (except to the extent such sums are non-refundable) related to the Miniseries, Formats and/or Local Versions. All Gross Receipts are the sole and exclusive property of CPT, subject only to Licensor’s contractual entitlements pursuant to Section 12 hereof.
4. “Programs” shall mean thirteen (13) episodes of the Series.Local Version(s)” means any audio-visual program based on a Format produced for distribution in the Territory during the Term.
1. “U.S. Television Network” means the Reelz channel.
2. 1.5 “Series” shall mean the one-hour episodicMiniseries” means the television seriesminiseries entitled, “MASTERS OF ILLUSION”. “THE DISCIPLES” consisting of five (5) two broadcast-hour episodes.
3. 1.6 “Term” shall have the meaning assigned in Section 34 of the Agreement.
4. 1.7 “Territory” shall mean the universe excluding the fifty (50) United States. Notwithstanding the foregoing, those (a) ships and aircraft registered in and/or flying the flag of any country in the Territory other than the fifty (50) United States; (b) marine installations including oil rigs serviced from any country in the Territory; (c) military installations at which armed forces of any country in the Territory other than the fifty (50) United States are stationed; and (d) any other government installations of any country in the Territory, other than the fifty (50) United States, which are situated in the United States, shall constitute part of the Territory.means the universe.
1.8 “Television Delivery System” shall mean any television delivery system now known or hereafter devised or commercially exploited, including without limitation, over-the-air, cable, satellite, hertzian, wire, fiber, telephone wire, ADSL, DSL, MDS, MMDS, all forms of digital, electronic, or on-line distribution (including, without limitation, the Internet), mobile, wireless, closed-circuit, master antenna, SMATV and STV, in each case without regard to whether such system transmits programming to viewers in an analog or digital format.
5. “Television Rights” shall mean the right to advertise, promote, distribute and otherwise exploit audio visual programming by any form of television media now known or hereafter devised or commercially exploited (including, but not limited to subscription pay television, basic television, free television, pay-per-view, video-on-demand, SVOD, near-video-on-demand, hotel/motel, electronic rental, download to rent, digital rental, electronic sell-through, digital sell-through, download to own, download to burn and on demand retention licensing), regardless of whether or how such media is paid for, programmed, marketed to, delivered to or received by the viewer (and shall, for the avoidance of doubt, include without limitation reception on television sets, personal computers, IP-enabled devices, mobile devices, and analogous devices), in all versions, resolutions, formats, and sizes, delivered by any Television Delivery System. “U.S. First Cycle Television Rights” means the exclusive right to exploit (in accordance with industry standard) through a single broadcast or cable television network the Television Rights in the Miniseries in the United States prior to such rights being exploited by anyone else in the United States.
1.10 “Video Rights” shall mean the right to manufacture, exhibit, distribute, market, display, transmit, reproduce, advertise, publicize, derive revenues from, dispose of, communicate publicly or privately, turn to account and otherwise exploit Videograms embodying the Programs whether directly or through licensees, retailers, agents, wholesalers or subdistributors, in all versions, sizes and resolutions, for the intended purpose of noncommercial viewing by consumers. For the avoidance of doubt, Video Rights includes exploiting the Programs by means of manufacturing-on-demand and in-store digital download.
1.11 “Videogram” means any and all physical video devices now known or hereafter devised capable of embodying an audio-visual picture, including without limitation any and all forms, formats and sizes of videocassette, cartridge, phonogram, tape, video disc, laser disc, 8mm recording, DVD (including without limitation standard definition and high definition, such as Blu-ray disc and HD-DVD), DVD-ROM, Internet access-ready DVD, CD-I and CD-ROM, Video Compact Disc, UMD, or other game console or game device medium, memory stick, memory card, any and all forms of embedding, computer hard drive or microprocessor, together with any other form or format of audio-visual recording or storage medium now known or hereafter devised, including without limitation a television, computer, cell phone, personal or digital assistant or game device.
Conditions Precedent. SPTICONDITIONS PRECEDENT. All of CPT’s obligations hereunder shall be subject to, and conditioned upon, the satisfaction, or written waiver by SPTI, of all of the following conditions precedent (the “Conditions Precedent”):
2.1 The Series consists of a minimum of thirteen (13) episodes and is not open-ended.
5. 2.2 Full execution of (a) this Agreement, and (b) the Instrument of Transfer in the form attached hereto as Schedule B hereto and incorporated herein.
6. 2.3 SPTICPT’s receipt and approval of all chain of title documents relating to the ProgramsMiniseries and Formats, including but not limited to the assignment of rights in and to the underlying property (if any) to Licensor, all agreements with respect to the music utilized in the ProgramsMiniseries and Formats and the documents establishing Licensor’s rights in the ProgramsMiniseries and Formats through the Term hereof.
7. 2.4 SPTICPT’s receipt and approval of all documents (and other materials) necessary: (ia) to establish Licensor’s valid copyright or Licensor’s rights under copyright with respect to the Miniseries and Formats (under applicable law) of the Programs throughout the Term hereof and (iib) for SPTICPT to file in theall relevant Copyright Offices in the U.S. and Canada and in each country in the Territory, all documents (and other materials) necessary to memorialize the grant of Rights to SPTICPT hereunder.
8. CPT’s receipt of Delivery of all Delivery Items for the Miniseries in strict conformity with the Miniseries Specifications and the Formats by the Final Delivery Date.
1. The Final Delivery Date for the Programs shall be no later than April 30, 2009, unless otherwise modified by SPTI in writing. premiere broadcast of all episodes of the Miniseries in the United States during prime time (i.e., exhibition starting between the hours of 8:00 pm and 10:00 pm local time) by the U.S. Television Network pursuant to its U.S. First Cycle Television Rights, and the marketing and promotion of such premiere broadcast in accordance with a marketing plan/spend to be mutually agreed upon by Licensor and CPT.
Term.MINISERIES SPECIFICATIONS. Licensor covenants, represents and warrants the following with regard to the Miniseries (collectively, the “Miniseries Specifications”):
9. Episodes. Licensor shall deliver the Miniseries, which shall consist of five (5) two broadcast-hour episodes (not open-ended) of first class high definition technical quality.
10. Title. The title of the Miniseries as delivered to CPT shall be “THE DISCIPLES” or such other title or title(s) as may be approved by CPT.
11. Running Time. Unless otherwise agreed in writing, each episode of the Miniseries shall have a running time (including main and end titles) of not less than [___] minutes and not more than [___] minutes. [Brandon, let’s discuss]
12. Actual Negative Cost. The Miniseries shall have a certifiable Actual Negative Cost of no less than $15 million. “Actual Negative” Cost shall mean the aggregate sum of all costs and expenses directly related to the Miniseries actually paid in connection with the development, preparation, production completion and Delivery of the Miniseries, [before/after] giving effect to any revenues, payments, rebates, vouchers, cash equivalents or other monetized net benefits derived from subsidies, tax credits or production incentives paid or payable in respect of the production of the Miniseries. [Brandon, let’s discuss]
13. Musical Performances on Screen. The Miniseries shall not include any musical performance for which (i) the rights have not been cleared prior to the performance (i.e., clearance of synch license and public performance rights of the individual(s) performing) in the Territory, (ii) the music has not been commissioned for the Miniseries or (iii) any other appropriate licenses have been obtained, the documentation of which shall be provided to CPT as part of Delivery hereunder.
14. No Violations. The Miniseries shall not, either in whole or in part constitute, or contain any material which constitutes, a violation of any law or administrative regulation or rule, or an invasion, violation or infringement of any right or interest of any third party; and shall be produced in accordance with all applicable laws, statutes, ordinances, rules, regulations and requirements of all governmental agencies and regulatory bodies, both domestic and foreign, having jurisdiction with respect to the production of the Miniseries. To the extent required pursuant to any applicable law by reason of Licensor's or any other entity's activities, Licensor and/or such other entity or entities, as the case may be, shall have become signatory to all applicable collective bargaining agreements and Licensor's activities and those of such other entity or entities in connection with the Miniseries have not, are not and will not be in violation of such collective bargaining agreements.
15. No Product Placement. The Miniseries shall not include any so-called “product placements” or “product integration” nor shall it depict or show any product, commodity or service in a manner that constitutes an express or implied endorsement or advertisement thereof.
16. Production of the Miniseries. As between Licensor and CPT, Licensor shall produce the Miniseries and fulfill all standard production company obligations, including, without limitation, obtaining insurance and contracting with and employing talent and all other third-party development/presentation/pilot/series talent and staff. Furthermore, Licensor shall be responsible for the physical production and Delivery of the Miniseries.
17. Consultation on Casting. CPT shall have reasonable consultation rights over all principal cast engaged on the Miniseries, provided, however, that in any event Licensor’s decision shall be final. CPT will designate one or more individuals who will be its representative with respect to the foregoing consultation rights, which designation may be changed by CPT from time to time.
3.1 TERM. The “Term” of this Agreement shall commence on the date hereof and expire on the date fifteen (15) years from the earlier of (i) first exploitation of the Programs by SPTI in any country of the Territory; or (ii) ninety (90) days subsequent to Final Delivery (“Initial Term”); provided, however that the Initial Term shall be extended by an additional twelve (12) month period for each additional season (or portion thereof) of the Program. Thereafter, SPTIconsist of the Initial Term and the Extension Term, if any. The “Initial Term” shall commence on the date hereof and shall terminate 30 years after the Final Delivery Date. Thereafter, CPT shall have an exclusive Right of First Negotiation and Last Refusalright of first negotiation and last refusal with regard to the extension of the Initial Term (“Extension Term”). . A “Right of First Negotiation and Last Refusal”right of first negotiation and last refusal with regard to the extension of the Initial Term shall mean that at least six (6) months before the end of the Initial Term, the parties shall negotiate in good faith for the extension of the Initial Term of this Agreement. If the parties cannot, after ninety (90) days of negotiation, reach a mutually satisfactory agreement, Licensor shall be free thereafter to make and/or receive offers from third parties with respect to the Rights hereunder (“Third Party Offer”); provided that before accepting a Third Party Offer, Licensor must notify SPTICPT in writing of the terms thereof (the “Notice”) and allow SPTICPT ten (10) days after receipt of such Notice within which to match such offer. If SPTICPT materially matches such Third Party Offer within ten (10) days of receipt of Notice, SPTICPT shall be granted the rights to such extension of the Initial Term. If Licensor has not received notice from SPTICPT within ten (10) business days of SPTICPT’s receipt of such Notice, then Licensor shall have the right to license such rights to such other third party on terms and conditions no more favorable to such other party than those notified to SPTICPT in the Notice; provided, that if there is a change in any item set forth in the Notice, a revised Notice will be resubmitted to SPTICPT and SPTI (or such affiliate)CPT will again have the option to acquire such rights on the terms set forth therein. The Initial Term and Extension Term, if any, shall together be the “Term”. Notwithstanding the anything in the above to the contrary, the Term shall include an additional six (6) month exclusive sell-off period during which CPT may continue to exercise the Video Rights with respect to its then-available inventory.
3.2 In the event that average gross sales per episode are less than fifty thousand U.S. dollars (US$50,000) within one (1) year of SPTI’s first exploitation of its Television Rights in the Programs in any country of the Territory, Licensor shall have the right to terminate this Agreement without prejudice upon sixty (60) days written notice. SPTI shall provide Licensor written notice of SPTI’s first exploitation of its Television Rights in the Programs in any country of the Territory, within thirty (30) days of such first exploitation. Notwithstanding any termination by Licensor pursuant to this Section 3.2, the licenses for any Programs then under license under this Agreement shall remain under license until the expiration or earlier termination of any then-existing license agreements with respect to such Programs and SPTI shall have the right to continue to negotiate the licenses for any Programs under negotiation as of the end of the Term.
3.3 With respect to Video Rights, the Term shall include an additional six (6) month exclusive sell-off period during which SPTI may continue to exercise the Rights with respect to its then-available inventory. With respect to Television Rights and Mobile Rights, SPTI may license a Program for a period starting before the Term expires but ending after the Term expires.
4. Rights. RIGHTS.
1. 4.1 For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor hereby grants to SPTICPT, subject only to Article 6 below, the sole, irrevocable and exclusive right, under copyright, throughout the Term, to (and cause and license others to) exploit the Television Rights, Video Rights, Non-Theatrical Rights and Ancillary Rights (as such terms are defined in Schedule A) in the Miniseries, Formats and/or Local Versions including, without limitation, to exhibit, distribute, market, display, project, transmit, broadcast, perform, advertise, publicize, promote, exploit, manufacture, sell, license copies of, derive revenues from, rent, dispose of and otherwise communicate publicly or privately and/or turn to account the Television Rights, the Mobile Rights, and the Video Rights in the Programs (and theirMiniseries (and its themes and other elements), Formats and/or Local Versions and trailers and clips and excerpts therefrom, including, for the avoidance of doubt, the right to chapter the Programs, in the Licensed Languages in the Territory for the Term in the Territory, in any and all languages, versions, and resolutions, on any and all kinds, sizes, gauges and/or widths of film and tape, and via any and all transmission and delivery means, methods processes or devices now known or hereafter devised, discovered, created, or developed (including without limitation any and all computer, electronic, digital, mobile, and on-line transmission means), develop, adapt and/or produce or license the development, adaptation and/or production of Local Versions and/or edit, combine or otherwise modify original scripts based on a Format as provided as well as create wholly new scripts beyond such original scripts.
4.2 Licensor agrees that SPTI shall have an exclusive Right of First Negotiation and Last Refusal to acquire rights in and for any additional episodes of the Series produced, owned, or controlled by Licensor or any affiliated or related company (each an “Additional Episode”). A “Right of First Negotiation and Last Refusal” with regard to any Additional Episode shall mean that Licensor shall notify SPTI in writing no later than fifteen (15) days (“Additional Episode Notice”) after it has determined that production shall commence on, or otherwise determined to distribute or exploit, any Additional Episode, and SPTI shall (i) have the exclusive right, but not the obligation, to license such Additional Episode on the same terms and conditions as set forth hereunder with respect to the Programs herein and (ii) notify Licensor within thirty (30) days of receipt of such Additional Episode Notice whether it intends to so license such Additional Episode. If SPTI elects not to so license the Additional Episode, then Licensor shall be free thereafter to make and/or receive offers from third parties with respect to such Additional Episode (“Third Party Additional Episode Offer”); provided that before accepting a Third Party Additional Episode Offer, Licensor must notify SPTI in writing of the terms thereof (“Third Party Offer Notice”) and allow SPTI five (5) business days after receipt of notice within which to match such offer. If SPTI materially matches such Third Party Additional Episode Offer within five (5) business days of receipt of the Third Party Offer Notice, SPTI shall be granted the rights to such Additional Episode. If Licensor has not received notice from SPTI within five (5) business days of SPTI’s receipt of such Third Party Offer Notice, then Licensor shall have the right to license such rights to such other third party on terms and conditions no more favorable to such other party than those notified to SPTI in the Third Party Offer Notice; provided, that if there is a change in any item set forth in the Third Party Offer Notice, a revised Third Party Offer Notice will be resubmitted to SPTI and SPTI (or such affiliate) will again have the option to acquire such rights on the terms set forth therein.
2. 4.3 In addition, and withoutWithout limiting the generality of the foregoing, such Rights granted to SPTIrights shall include without limitation, the sole, exclusive and irrevocable right to (and cause and license others to) (i) use clips from the Programs: (i) exploit, exhibit, and distribute the Miniseries, Formats and/or Local Versions in the Territory during the Term in any and all languages, by any and every means, method, process or device or other delivery systems now known or hereafter devised, discovered, created, or developed; (ii) license the Rights (as defined in Section 5.5) for the Miniseries, Formats and/or Local Versions for exhibition on such terms as CPT deems appropriate, and CPT shall have complete discretion relating to the exploitation, promotion and distribution of the Miniseries, Formats and/or Local Versions; (iii) subject to the terms hereof and to such customary third party contractual restrictions of which CPT is provided prior written notice, the exclusive right in all media in the Territory to use clips from the Miniseries, Formats and/or Local Versions, cut and use trailers, engage in all customary promotional, advertising, publicity and marketing activities regarding the Programs,Miniseries, Formats and/or Local Versions including without limitation the exclusive right to engage in marketing, advertising, promotion, “co-promotions” and “commercial tie-ins”, (collectively, “Advertising”) of the Miniseries, Formats and/or Local Versions (and trailers, clips and excerpts therefrom) as such terms are commonly understood in the motion picture industry in Los Angeles, California, as well as the right to use, produce and exploit any Special Feature Material (as defined at Section 5.37.3) in connection with the exploitation of the Programs; (ii) use, perform and exploit all music, lyrics and/or musical performances created for the Programs and Special Feature Material, any pre-existing music licensed for use in the Programs and Special Feature Material, and the master recordings in connection therewith (collectively the "Program Music"), or portions thereof (regardless of usage or timing), for exploitation of the Rights, in synchronism or in timed relation with the Programs and in all forms of in-context and out-of-context Advertising in any and all media now known or hereafter devised, (iii) use the approvedRights in the Miniseries, Formats and/or Local Versions; (iv) collect Ancillary Royalties (as defined at Section 1.3); (v) the right to use the names, voices and likenesses (collectively “Likenesses”), of all persons who appear in, or above-the-line persons who rendered services in connection with the production of, the Programs for purposes of the Advertising of the Programs, as well as the right to use the approved Likenesses of the writers and performing artist(s) of the Program Music for purposes of the Advertising for the Programs; (iv) collect Ancillary Royalties (as defined at Section 9); (vMiniseries, Formats and/or Local Versions; (vi) edit and permit the editing of (and make changes and modify) all prints and copies of the ProgramsMiniseries and/or Local Versions in its discretion including, but not limited to, for aspect ratio, selection of any bonus material to be included, for transfer of the Programs (including without limitation panning and scanning), forthe insertion of commercials for edits required to accommodate the media of distribution allowed hereunder, for chaptering, to create short form content (including minisodes), or to accommodate time restrictions or censorship obligations always without the removal of title and end credits, copyright notice or anti-piracy warning; and dub and subtitle and permit the dubbing and subtitling; (vi of the Miniseries and/or Local Versions in any and all languages; (vii) translate the original title of and character names in the Miniseries, Formats and/or Local Versions into any and all languages and change the title of the Miniseries, Formats and/or Local Versions; (viii) manufacture and distribute, or cause to be manufactured and distributed, advertising accessories of all types and kinds in connection with the exhibition and distribution of the Programs,Miniseries, Formats and/or Local Versions all of which shall be the sole property of SPTICPT; (viiix) include SPTICPT’s (and/or one or more of SPTICPT’s affiliates, licensees or subdistributors) name, logo, trademark or emblem in such manner, position, form and substance as SPTICPT may elect on the prints of the Programs,Miniseries and/or Local Versions and on all advertising and publicity material for the ProgramsMiniseries, Formats and/or Local Versions together with such words as SPTICPT may elect indicating that the Programs isMiniseries, Formats and/or Local Versions are being distributed by SPTICPT or one of its subdistributors, licensees or any of its affiliates; and (viii) translate the original title of the Programs into any and all languages and change the title of the non-original language versions of the Programs. All music licenses, whether master use or synchronization licenses, shall be subject to approval of SPTI. SPTI(x) use, produce and exploit any special feature materials for the Miniseries, Formats and/or Local Versions. Further, such rights shall include without limitation, the sole, exclusive and irrevocable right to use, perform and exploit all music, lyrics and/or musical performances created for the Miniseries, Formats and/or Local Versions, any pre-existing music licensed for use in the Miniseries, Formats and/or Local Versions and the master recordings in connection therewith, (collectively the “Miniseries Music”), or portions thereof (regardless of usage or timing), for exploitation in all media now known or hereafter devised (including without limitation on home video devices and Internet distribution) on any soundtrack album(s) derived from the Miniseries and/or Local Versions (“Soundtrack Album”) and in all forms of in-context and out-of-context trailers, featurettes, advertising, promotions and co-promotions for any of the foregoing in any and all media now known or hereafter devised (collectively “Promotions”), as well as the right to use the names, voices, and Likenesses, which Licensor shall provide to CPT upon delivery hereunder, of the writers and performing artists of the music on the Soundtrack Album and for purposes of the Promotions for the Miniseries, Formats and/or Local Versions (including home video devices and Internet distribution). CPT shall have the right to freely assign, license, sublicense and/or otherwise transfer, convey and/or encumber any and/or all of the Rights, at any time and from time to time, in whole or in part, to any affiliate or other entity that directly or indirectly controls, is controlled by, or is under common control with SPTICPT or in connection with any merger, consolidation, reorganization, sale of all or substantially all of its related assets or similar transaction.
3. 4.4 Licensor agrees that SPTICPT shall have an exclusive Right of First Negotiation and Last Refusalright of first negotiation and last refusal throughout the Term to acquire rights in the Territory in and for any derivative work based on any part of a Program, and/or its themes or other elements, and all future programs, motion pictures, television productions, or other productions based on the Miniseries, Formats and/or Local Versions whether as a sequel, prequel, re-make or otherwise (including without limitation any sequels or spin-offscharacters therein), produced, owned, or controlled by Licensor or any affiliated or related company involving the Programs (each, a “Derivative WorkProgram”). A “Right of First Negotiation and Last Refusal”right of first negotiation and last refusal with regard to anya Derivative WorkProgram shall mean that Licensor shall notify SPTICPT in writing no later than fifteen (15) days (“Derivative WorkProgram Notice”) after it has determined that production shall commence on, or otherwise determined to distribute or exploit, any Derivative Work, and SPTI shall (i) have the exclusive right, but not the obligation, to license such Derivative Work on the same terms and conditions as set forth hereunder with respect to the Programs herein and (ii) notify Licensor within thirty (30) days ofProgram and CPT shall be entitled to exercise such right of first negotiation and last refusal. If the parties cannot, after thirty (30) days of negotiation from the receipt of such Derivative Work Notice whether it intends to so licenseProgram Notice, reach a mutually satisfactory agreement with respect to such Derivative Work. If SPTI elects not to so license the Derivative Work, thenProgram, Licensor shall be free thereafter to make and/or receive offers from third parties with respect to such Derivative WorkAdditional Miniseries (“Third Party Derivative WorkProgram Offer”); provided that before accepting a Third Party Derivative WorkProgram Offer, Licensor must notify SPTICPT in writing of the terms thereof (“Third Party Derivative Program Offer Notice”) and allow SPTI fiveCPT ten (510) business days after receipt of notice within which to match such offer. If SPTICPT materially matches such Third Party Derivative WorkProgram Offer within fiveten (510) business days of receipt of the Third Party Derivative Program Offer Notice, SPTICPT shall be granted the rights to such Derivative WorkProgram. If Licensor has not received notice from SPTICPT within fiveten (510) business days of SPTICPT’s receipt of such Third Party Derivative Program Offer Notice, then Licensor shall have the right to license such rights to such other third party on terms and conditions no more favorable to such other party than those notified to SPTICPT in the Third Party Derivative Program Offer Notice; provided, that if there is a change in any item set forth in the Third Party Derivative Program Offer Notice, a revised Third Party Derivative Program Offer Notice will be resubmitted to SPTICPT and SPTICPT (or such affiliate) will again have the option to acquire such rights on the terms set forth therein.herein.
4. 4.5 The rights described in this Article 4 shall be referred to herein as the “Rights”.5 shall be referred to herein as the “Rights”.
4.6 Licensor shall deliver an executed Instrument of Transfer for the Programs, attached hereto as Exhibit A, concurrently upon the execution of this Agreement.
5. Delivery
RESERVED U.S. FIRST CYCLE TELEVISION RIGHTS. The Rights granted to CPT hereunder shall be subject only to Licensor’s reservation of the U.S. First Cycle Television Rights with respect to the Miniseries. Notwithstanding anything to the contrary herein, the U.S. First Cycle Television Rights shall expire on the earlier of (i) the date on which the exclusivity period granted to the U.S. Television Network that licenses such U.S. First Cycle Television Rights expires (which exclusivity period shall expire in accordance with industry standard), and (ii) five (5) years from the initial broadcast of the initial episode of the Miniseries by the U.S. Television Network (such earlier date, “U.S. First Cycle Expiration Date”). For the avoidance of doubt, CPT shall be free to exploit the Television Rights in the Miniseries in the United States any time after the U.S. First Cycle Expiration Date.
DELIVERY.
1. 5.1 Licensor shall, at its sole cost and expense, deliver to SPTI with respect to the Programs all elements and materials set forth on Exhibits B, C and D together withDeliver to CPT each episode of the Miniseries and/or Format and all available advertising and promotional materials (including without limitation, trailers, one-sheets, and EPKs)and all the elements and materials set forth on Schedule C attached hereto and incorporated herein by this reference (the “Delivery Items”) promptly after such items are available to Licensor but in each case free and clear for exploitation, no event later than April 30, 2009. the Final Delivery Date). “Delivery” shall mean, with respect to the Programs, SPTI for each and every episode of the Miniseries and/or Format, CPT’s receipt, at Licensor’s sole cost and expense, and technical acceptance of, all of the Delivery Items listed in Exhibits B,Schedule C and D attached hereto, and SPTICPT’s Approval (as defined at Section 5.2below) of such Delivery Items according to the procedures set forth belowabove. “Final Delivery Date” with respect to the Miniseries and/or Format shall mean the date upon which Licensor makes full, final and complete Delivery of all Delivery Items for each and every episode of the Miniseries and/or Format acceptable to CPT as set forth herein, in its sole discretion, in no event to be later than February 28, 2014. It is specifically agreed that for the purposes of this Section, time is of the essence. Delivery shall be made to SPTICPT at the addresses as set forth in Exhibits B, C and DSchedule C.
2. 5.2 SPTICPT shall have the right to inspect and examine all Delivery Items tendered for delivery hereunder. All Delivery Items to be delivered or made available to SPTICPT pursuant to this Agreement are and shall be of first class technical quality suitable for no less than first class exhibition of each Programthe Miniseries and/or the Formats. In the event that SPTICPT, in its good faith business judgmentsole discretion determines that any Delivery Items delivered in respect of each Programthe Miniseries and/or Formats are not of first class technical quality suitable for no less than first class exhibition and are not free of all technical defects, or are incomplete or legally insufficient, SPTICPT shall provide Licensor with notice thereof and Licensor shall have ten (10) business days to replace such item. Upon delivery of such replacement Delivery Item(s), SPTICPT shall have the right to inspect such Delivery Item(s). If SPTICPT, in its sole discretion, determines that such replacement Delivery Item(s) are not of a first class technical quality suitable for first class exhibition and are not free of all technical defects, SPTICPT shall provide Licensor with notice thereof and Licensor shall have another ten (10) business days to deliver acceptable replacement Delivery Item(s). If SPTICPT has not sent a notice within ten (10) business days of receipt of a Delivery Item (provided that SPTICPT’s appropriate review of such item is not dependent upon SPTICPT’s receipt and review of other items which are in conjunction therewith) then such item shall be deemed approved (“Approval”) (but notwithstanding such deemed approval, SPTICPT specifically reserves all its rights and remedies with respect to all other Delivery Items). If Delivery is not completed within the time specified above and in the manner and in accordance with the other requirements of this Agreement, SPTI (including without limitation the Miniseries Specifications), CPT (without prejudice to any other right or remedy) may, but shall not be obligated to, (i) itself supply at Licensor’s cost or require Licensor to promptly supply such items or materials as Licensor failed to supply in the first instance, provided that the cost of any Delivery Item supplied by SPTI shall, at SPTI’s option and without limiting any of SPTI’s rights and remedies, be (a)CPT shall be promptly reimbursed to SPTICPT by Licensor or (b) withheld from any amounts due to Licensor hereunder; (ii) extend the end date of the Term by a number of days equal to the sum of (a) 30 days plus (b) the number of days after the original delivery deadline for the Delivery Items that complete delivery in accordance with this paragraph occurs; or (iii) terminate all of SPTI, or (ii) terminate all of CPT’s obligations hereunder with respect to such Program(s)the Miniseries, Formats and/or Local Versions, in which event, upon demand, Licensor will pay SPTICPT a sum equal to all unrecouped costs and expenditures, including the Minimum Guarantee (if applicable), incurred by SPTICPT in respect of such terminated Programs.Miniseries, Formats and/or Local Versions. If Licensor fails to reimburse SPTICPT, or pay unrecouped costs and expenditures as set forth above, without prejudice to any other right or remedy it may have, SPTICPT shall have the right (but not the obligation) to deduct such costs and expenditures as a Distribution Expense and such costs and expenditures shall not be subject to the Distribution Expense Cap as set forth in Section 10.1.2. Acceptance by SPTIfrom any amounts due to Licensor hereunder. Acceptance by CPT of incomplete Delivery of Delivery Items with respect to the Programs or release or other exploitation of the ProgramsMiniseries and/or Formats shall not constitute a waiver of SPTICPT’s right to demand and require full and complete Delivery of the Delivery Items for the Programs. For purposes hereof, “Final Delivery Date” with respect to the Programs shall mean the date upon which Licensor makes full, final and complete Delivery of all Delivery Items for the Programs acceptable to SPTI, in its sole discretion, unless otherwise modified by SPTI in writing. It is specifically agreed that for the purposes of this Section, time is of the essence.Miniseries and/or Formats.
3. 5.3 Special Feature Material. Licensor agrees herein to provide SPTICPT (without payment of any manufacturing, duplication, delivery, permission or other fee by SPTICPT) any and all so-called special feature or bonus material, including, without limitation, the “making of” materials created in connection with the ProgramsMiniseries, behind-the-scenes footage, b-roll, cast and/or crew interviews and commentaries (pre-approved by any third parties which may have approval rights thereover pursuant to talent or other third party agreements) produced in connection with such ProgramsMiniseries (“Special Feature Material”) for SPTICPT’s use in connection with the ProgramsMiniseries in accordance with the Rights granted hereunder. Licensor represents and warrants that it has cleared all such extra footage and special feature material for all uses by SPTICPT in accordance with this Agreement.
6. Credits/Editing.
4. Foreign Language Versions. If Licensor, or any distributor or licensee of Licensor, has prepared or subsequently prepares versions of the Miniseries in any language version, CPT shall have unrestricted access to any such dubbed or subtitled tracks of the Miniseries without payment of a permission, use or performance fee (including residuals or any mechanical fees) by CPT to Licensor or any third party (although CPT shall advance the cost of any orders for masters placed with the laboratory with respect to such dubbed or subtitled tracks).
5. Closed Captioning. By the Final Delivery Date, Licensor shall deliver to CPT closed caption files for each episode of the Miniseries in the SMPTE-TT format, the .scc format and any other formats available to Licensor. CPT may convert any closed captioning file delivered by Licensor to any format in CPT’s sole discretion in accordance with applicable law. Licensor hereby certifies that as of the effective date of this Agreement, the Miniseries has never been aired on broadcast television as defined under the CVAA with closed captions in the United States. In the event that the Miniseries is aired on broadcast television as defined under the CVAA with closed captions in the United States during the Term, then Licensor shall promptly, but in no event later than three (3) days, after the airing notify CPT in writing and provide certification to CPT of the date, time and other relevant information regarding the airing of the Miniseries on broadcast television with closed captions in the United States.
CREDITS/EDITING
1. 6.1 As soon as shall be practicable but in no event later than upon the Final Delivery Date for the Programs, Licensor shall deliver to SPTICPT a complete written statement showing the exact form and manner of the main and end titles offor each Programepisode of the Miniseries and/or Format, copyright and trademark notices, and the full text of all advertising credit obligations, and any and all talent restrictions/approvals. Such copyright and trademarks shall be included on all promotional, advertising and packaging material prepared by SPTI. SPTI agrees that it will not unreasonably withhold its approval of Licensor’s credit list. SPTICPT. CPT shall not be obligated to give paid ad credit in any paid advertising which SPTICPT customarily deems to be “Excluded Ads”, subject to customary exclusions. No casual or inadvertent failure of SPTICPT to comply with any provision hereof shall constitute a breach of this Agreement and the rights and remedies of Licensor or any third party, in the event of a breach relating to credit by SPTICPT, shall be limited to an action at law for damages, provided that upon receiving written notice of any failure to comply with any provision hereof relating to credits, SPTICPT shall use commercially reasonable efforts to correct such credit as soon as practicable with respect to new or additional materials subsequently created.
2. 6.2 SPTICPT shall have the right, at its discretion, to make any and all changes and modifications in the ProgramsMiniseries, Format and/or Local Version (including the Programs’its title(s)) which SPTICPT shall determine to be necessary or desirable. If such changes are desirable by reason of censorship, registration (i.e. ratings) or other requirements of governmental or other authorities or law, then, either (A) SPTI shall have the right to cause Licensor, at Licensor’s cost, to make any and all such changes and modifications in the Programs or (B) SPTI CPT shall have the right to make such modifications itself and any costs associated therewith shall, at CPT’s election, be withhelddeductible from the Minimum Guarantee or Licensor’s Share or reimbursable as a Distribution Expense (as such term isterms are defined in Section 10Paragraph 12 below). Licensor agrees to cooperate with SPTICPT to clear customs, registrations and censorship or similar authorities and any fees associated therewith may, at CPT’s election, be deductible from any amounts payable to Licensor, including without limitation the Minimum Guarantee or from Licensor’s Share or reimbursable as a Distribution Expense.
MINIMUM GUARANTEE. Subject to the terms and conditions of this Agreement, and provided the Conditions Precedent have all been satisfied, and provided, further, that Licensor is not in breach of the Agreement, CPT shall pay to Licensor a fully recoupable and cross-collateralized minimum guarantee in the total amount of US$1,000,000 (“Minimum Guarantee”). CPT shall pay the Minimum Guarantee (less any amounts of the Licensor’s Share already paid to Licensor pursuant to Section 13.2 below) to Licensor by no later than the later of (i) thirty (30) days after the Final Delivery Date, and (ii) thirty (30) days after date on which the U.S. Television Network has completed exhibiting all five (5) episodes of the Miniseries in the United States in accordance Section 2.5 above. For the avoidance of doubt, if the U.S. Television Network fails to exhibit all licensed episodes of the Miniseries in the United States in accordance with Section 2.5 above, CPT shall have no obligation to pay to Licensor the Minimum Guarantee.
7. Distribution FeeDISTRIBUTION FEE. In connection with SPTICPT’s exploitation of theits Rights hereunder, SPTICPT shall retain a distribution fee in an amount equal to twentythirty-five percent (2535%) of Gross Receipts from exploitation of the Rights in the Territory of the Rights (“Distribution Fee”).
8. Certain Expenses.CERTAIN EXPENSES.
1. 8.1 Third Party Payments. As between Licensor and SPTICPT, Licensor shall be responsible for, and shall pay, all third party payments (except to the extent that the performing rights in the music are controlled by any performing rights society having jurisdiction in the Territory, in which event, as between Licensor and CPT, CPT shall be liable for payments of any such performing rights fees due to any such society) that may become payable as a result of SPTICPT’s exploitation of its Rights hereunder (“Third Party Payments”), including, without limitation, any residuals deferments, music-related payments (including but not limited to, synchronization and mechanical fees, master use licenses for the performance of the Programs in all media granted hereunder) literary, EU Copyright directives, artistic, musical, technological and/or intellectual property fees, reuse fees, and participations in the proceeds (net or gross) of the ProgramsMiniseries and Formats (“Third Party Payments”). If Licensor fails to make such payments, without limiting SPTI’s rights and remedies, SPTICPT shall have the right (but not the obligation) to make such Third Party Payments and may deduct any such amounts paid to third parties as an additional Distribution Expense. As between Licensor and such amountsCPT, CPT shall not be subject to the Distribution Expense Cap as set forth in Section 10.1.2.be responsible for, and shall pay, all third party payments payable with respect to Local Versions (“Local Version Payments”); provided, however, that CPT shall have the right to deduct any such Local Version Payments as provided in Section 12 hereof.
2. 8.2 Payment of Distribution Expenses. As between Licensor and SPTI, SPTI shall be responsible for and shall pay all Distribution Expenses. Distribution Expense(s) incurred by SPTI shall be deducted as provided in Section 10 hereof.CPT, CPT shall be responsible for and shall pay all Distribution Expenses, provided however that CPT shall have the right to deduct the same in accordance with Section 12 hereof.
9. Gross Receipts. “Gross Receipts” shall mean all monies actually received by SPTI or its affiliated companies from the exploitation of the Rights, including monies and royalties collected by a collecting society or governmental agency with respect to the exploitation of the Programs from compulsory licenses, retransmission income, secondary broadcasts, tax rebates, levies or other charges collected under operation of law with respect to the Programs on account of the sale, rental or other exploitation (collectively, “Ancillary Royalties”), less any ad agency commissions, applicable taxes required by law, credits, rebates, import charges, customs duties for the shipment of masters and creation costs of down conversion, security deposits, advances or other similar sums received until earned or forfeited or credited and any amounts received and thereafter refunded (except to the extent such sums are non-refundable) related to the Programs. All Gross Receipts are the sole and exclusive property of SPTI, subject only to Licensor’s contractual entitlements pursuant to Section 10 hereof.
10. Net Receipts and Accounting. Provided that Licensor performs its material obligations hereunder and is not in material breach of this Agreement, and in full consideration of all the Rights herein granted by Licensor to SPTI and the representations, warranties and covenants made by Licensor hereunder, SPTI shall pay to Licensor, for the Programs, an amount (“Licensor’s Share”) equal to one hundred percent (100%) of the Aggregate Net Receipts (as defined herein) derived from the distribution and exploitation of the Programs by SPTI. As used herein, the term “Aggregate Net Receipts” with respect to the Programs shall mean all Gross Receipts derived from the exploitation of the Programs by SPTI or its affiliates in the Territory less the following deductions in the following order of priority:
10.1.1 SPTI’s Distribution Fees on account of the exploitation of the Programs by SPTI;
10.1.2 All Distribution Expenses in connection with the exploitation of the Programs by SPTI or it affiliates; provided, however, that no more than ten percent (10%) of Gross Receipts for each Program (“Distribution Expense Cap”) shall be deducted as Distribution Expenses without Licensor’s prior written approval; and further provided that Distribution Expenses for or relating to dubbing, subtitling, taxes, shipping, duplication, unrecouped costs and expenditures as set forth in Section 5.2, Third Party Payments as set forth in Section 8.1, and any and all other out-of-pocket expenses, shall not be subject to the Distribution Expense Cap
ALLOCATION OF GROSS RECEIPTS. Subject to Section 13.1 below and any other rights and remedies of CPT as set forth in this Agreement, CPT shall, on an ongoing and continuing basis, deduct the following from Gross Receipts in the following order of priority, with any amounts remaining payable to Licensor (“Licensor’s Share”): [Brandon, where in the waterfall will the Local Version Payments be deducted from Gross Receipts – maybe right before or after Distribution Expenses (or as part of the Distribution Expense)?]
1. Distribution Fee;
2. Distribution Expenses;
3. Interest at a rate of two percent (2%) over the prime interest rate, as announced from time to time by Bank of America at its home office, on the Minimum Guarantee; and
4. The Minimum Guarantee.
11. Payments and Accounting Statements. PAYMENTS AND ACCOUNTING STATEMENTS.
1. 11.1 SPTICPT shall have the right to cross-collateralize the Gross Receipts (after SPTICPT deducts its Distribution Fees) earned for exploitation of the Rights in the Programsin all media throughout the Territory for Miniseries, Formats and the TermLocal Versions for purposes of collecting Interest, recouping the Distribution Expenses and Third Party Payments,the Minimum Guarantee and calculating Licensor’s Share.
2. 11.2 Subject to Section 9 hereof, SPTI12 hereof, CPT shall credit Licensor’s Share to the Programs to Licensor within:
11.2.1. sixty (60) days after the end of each calendar quarter in which the related Gross Receipts are received pursuant to Sections 10 and 11 hereof for the first two (2) years following the Effective Date;
11.2.2. sixty (60) days after the end of each six-month period (i.e., January through June and July through December) in which the related Gross Receipts are received pursuant to Sections 10 and 11 hereof continuing through the end of the Term or for such longer period as any Gross Receipts are due and payable to SPTI.CPT. [Brandon, I didn’t see specific payment terms for Licensor’s Share. Please confirm if this works]
3. 11.3 Licensor hereby directs SPTICPT to make all payments for the ProgramsMiniseries, Formats and/or Local Versions in U.S. Dollars by wire transfer to Licensor at the following bank account: [______________________].
Bank Name: City National Bank
Bank Address: 400 N. Roxbury Drive, Beverly Hills, CA 90210
Swift Code: CINAUS6L
ABA Number: 122 01 6066
Account Number: 001 150 189
Account Name: Associated Entertainment Releasing
4. 11.4 SPTI shall account to Licensor and provide customary participations statementsAccounting reports (“Accounting Statements”) showing in proper detail the appropriate calculations for the Miniseries, Formats and Local Versions shall be provided within sixty (60) days after each consecutive quarterly period for the first two (2) years following the date hereof, and each semi-annual period (i.e., for the periods January through June and July through December) thereafterfollowing the date hereof (each such period an “Accounting Period”) for any periods in which there are any Gross Receipts in a form SPTI customarily details such calculations for other licensors. If in any such period the deductions allowed pursuant to this Agreement for the ProgramsMiniseries, Formats and/or Local Versions exceed Gross Receipts reported for the ProgramsMiniseries, Formats and/or Local Versions, such excess shall be deducted from Gross Receipts in each succeeding calendar quarter or semi-annual period, as applicable, until such excess has been totally recouped. Accounting Reports shall be sent to the parties as set forth in Section 18.20.
5. 11.5 SPTICPT shall not be liable for any default or delay in payments from any licensee of SPTICPT with respect to the Programs,a Miniseries, Format and/or Local Version provided that SPTICPT shall take commercially reasonable steps to cause such licensee to pay any monies owed by such licensee in connection with its license of the Programswith respect to such Miniseries, Format and/or Local Version licensed by such licensee.
6. 11.6 Books of account in respect of the distribution of the Programs,Miniseries, Formats and Local Versions and other rights referred to in the Agreement relating to thesuch distribution of the Programs (which books of account are hereinafter referred to as "records"), shall be kept at SPTICPT’s various offices (both in the United States and abroad) where generated or customarily kept, including the underlying receipts and vouchers in connection therewith for as long as such receipts and vouchers are customarily retained by such office (provided, however, that the foregoing obligation shall apply only to SPTICPT and not to any subdistributors of the ProgramsMiniseries, Formats and/or Local Versions). During the Term, Licensor may, at its own expense and upon reasonable notice, but not more than once annually, audit the applicable records at the aforesaid office in order to verify earnings statements renderedfor the sole purpose of verifying Gross Receipts reported to Licensor hereunder. Any such audit shall be conducted only by a certified public accountant (subject to SPTICPT reasonable approval) during reasonable business hours and in such manner as not to interfere with SPTICPT’s normal business activities and shall not continue for more than twentyten (2010) consecutive business days (SPTI approves any of the so-called "Big-Four" accounting firms)days. Licensor shall not have the right to examine or inquire into any matters or items which are embraced by or contained in any such statement after the expiration of twelve (12) months from and after the date of mailing of such statement, and such statement shall be final and conclusive upon Licensor upon the expiration of such twelve (12) month period notwithstanding that the matters or items embraced by or contained therein may later be contained or referred to in a cumulative statement pertaining to more than one accounting period. Such cumulative statement shall not be subject to audit by Licensor to the extent the material contained therein was first reflected on a statement submitted more than twelve (12) months prior to the date of mailing of such cumulative statement. Licensor shall be forever barred from maintaining or instituting any action or proceeding based upon, or in anywayany way relating to, any transactions had by SPTICPT, or its licensees, in connection with the ProgramsMiniseries, Formats and/or Local Versions which are embraced by or reflected on any statement rendered hereunder, or the accuracy of any item appearing therein, unless written objection thereto shall have been delivered by Licensor to SPTICPT within twelve (12) months after the date of mailing of the statement on which such transaction or items was first reflected and unless such action or proceeding is commenced within twelve (12) months after delivery of such written objection. Licensor's right to examine SPTICPT’s records is limited to the Programsconfirming the Gross Receipts hereunder, and under no circumstances shall Licensor have the right to examine records relating to SPTICPT’s business generally or any other programmotion picture for the purpose of comparison or otherwise.
12. Licensor Covenants, Representations and Warranties; Indemnity.LICENSOR COVENANTS, REPRESENTATIONS AND WARRANTIES; INDEMNITY.
1. 12.1 Licensor hereby covenants, warrants and represents to SPTICPT that: (a) it is a corporation duly formed and validly existing in good standing under the laws of the statecountry of incorporation, it is the sole and exclusive owner of the rights granted to SPTICPT hereunder and the execution and delivery of this Agreement by Licensor and the consummation by Licensor of the transactions contemplated hereby have been duly authorized and no other corporate or partnership proceeding or consent on the part of Licensor is necessary to authorize this Agreement and the transactions contemplated hereby and to perform its obligations hereunder and this Agreement is the legally valid and binding obligation of Licensor enforceable against Licensor in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or other similar laws affecting creditors’ rights generally or by general equity principles; (b) the copyright in each Programthe Miniseries and Formats licensed hereunder and in the literary, dramatic and musical material upon which such ProgramMiniseries and Format is based or which is contained therein is and shall be valid and subsisting throughout the Territory during the Term, and no part is or will be in the public domain during the Term, Licensor shall at its sole cost and expense take all steps necessary to secure and maintain U.S. Copyright protection for each Program and shall, along with the Delivery Items, furnish SPTI withLicensor shall furnish CPT a copy of the application for copyright and a conformed certificate of the same from the U.S. and Canadian Copyright Offices; (c) the Rights, the revenues derived from the Rights and the ProgramsMiniseries and Formats, when delivered to SPTICPT and thereafter, shall be and remain free and clear of any lien, claim, charge, encumbrance, security interest, restriction, agreement, commitment grant, assignment or arrangement with any third party with respect to the ProgramsMiniseries and/or Formats, the underlying material upon which the Programs areMiniseries and/or Formats is based or the physical materials thereof, which might, in any way, interfere with, impair or adversely affect any of the Rights granted to SPTI hereunder any of the provisions of this Agreement or the use or enjoyment by SPTI of any of the Rights granted to itCPT hereunder, and (other than as specifically provided in this Agreement) there are and will be no payments of any kind required to be made by SPTICPT in respect of, or as result of, any use by SPTICPT of the ProgramsMiniseries and/or Formats or exercise of its Rights hereunder; (d) Licensor has secured and will maintainobtained all of the rights, permissions and licenses (including all music licenses) required to enable SPTICPT to fully exploit the ProgramsMiniseries, Formats and Local Versions pursuant to the terms of this Agreement including, without limitation, the right to use any performers’, or real persons’ (whether living or dead) names, likenessesLikenesses and biographies in connection with the Advertising; (e) the Programs, and all parts thereof will be or have been produced in compliance with any and all relevant laws, rules, regulations, guidelines, whether state, federal, international or local (e.g., those imposed by any union, guild or labor organization), applicable to the publication and completion of motion pictures; (f) no part of any Programs, subject to those customary paid ad restrictions of which CPT is notified in advance in writing; (e) no part of the Miniseries (including the music contained therein) or Formats nor SPTICPT’s exercise of any Rights granted hereunder will violate, infringe upon or give rise to any adverse claim with respect to any common law or other right (including, without limitation, the trademark, tradename, service mark, copyright, right of privacy or publicity, literary dramatic or musical right, or property right) of any person or entity (including LikenessLikenesses) and does not contain any language or material which is libelous, slanderous or defamatory; (gf) there is not now outstanding any litigation or threatened litigation or any claims, demands, investigations or threats of claims with respect to the ProgramsMiniseries, the dramatic or musical material upon which the ProgramsMiniseries are based, or which is used therein, or the physical properties thereof or Formats; (hg) Licensor has not done and will not do or permit any person or entity to do anything which interferes with the full performance of Licensor’s obligations or SPTICPT’s Rights hereunder; (ih) the non-dramatic performing rights to all music contained in the ProgramsMiniseries and Formats are controlled by BMI, ASCAP, SESAC or a performing rights society having jurisdiction in the Territory, or in the public domain, or controlled by Licensor so that no additional clearance of, or payment with respect to, such rights will be required by SPTICPT in connection with the exploitation of the Rights granted hereunder (in which event such rights are hereby assigned to SPTICPT to the extent necessary for the exercise of SPTICPT’s Rights hereunder); (ji) Licensor has obtained all of the rights, permissions and licenses from the applicable artists, producers, record companies, songwriters, composers, and publishers required to enable SPTICPT to fully exploit the Rights granted hereunder, the following: (1) all synchronization, master use, performing rights licenses and other agreements (including applicable waivers) necessary for the use of all ProgramMiniseries Music contained in the ProgramsMiniseries and Formats in connection with the Rights granted to SPTICPT hereunder, (2) all Rights in connection with master recordings newly recorded for or first exploited in connection with the ProgramsMiniseries and Formats, including all required waivers from applicable record companies, and (3) any and all other documents necessary to grant the Rights in and to the music contained in the Programs (in connection with the Programs), to SPTI (collectively “Music Rights”); (k) SPTIMiniseries and Formats, to CPT; (j) the execution and delivery of this Agreement by Licensor and the consummation by Licensor of the transactions contemplated hereby have been duly authorized and no other corporate or partnership proceeding or consent on the part of Licensor is necessary to authorize this Agreement and the transactions contemplated hereby; (k) CPT will not be obligated to make any Third Party Payments to any person or entity, unless otherwise expressly specified in this Agreement, in connection with the exercise by SPTICPT or its licensees of the Rights granted to SPTICPT hereunder; and (l) Licensor shall provide SPTI at no additional expense to SPTI any access to any foreign language tracks, versions and materials of the Programs to which Licensor has free access; and (m) to the extent the Programsto the extent the Miniseries or the underlying properties of such Programsproperty or Formats are based upon or related to, events in the life of real persons, living or dead, or portrays real persons, Licensor has obtained all personal releases and other rights necessary to permit SPTICPT to exploit the ProgramsMiniseries and/or Formats in the manner provided herein without violating any third party rights or incurring any obligation to any third party, and Licensor shall provide true and correct copies of such personal releases to SPTICPT as part of the chain of title documents hereunder. Licensor further warrants, represents and covenants that: (i) Licensor meets all of the eligibility requirements for the safe harbor certification set forth in 18 U.S.C. §2257A(h)(1) and 28 C.F.R. §75.9(a)(1)-(3); (ii) Licensor regularly and in the normal course of business collects and maintains, and with respect to the Miniseries, shall collect and maintain, individually identifiable information regarding all performers, including minor performers, employed by Licensor, pursuant to tax, labor, and other laws, labor agreements or otherwise pursuant to industry standards, where such information includes the name, address and date of birth of the performer, in accordance with 28 C.F.R. §75; and (iii) Licensor shall by the deadlines established in 28 C.F.R. §75.9(e), file with the Attorney General of the United States of America the certification (substantially in the form of Schedule G attached hereto) provided under 18 U.S.C. §2257A(h) and 28 C.F.R. §75.9, and shall provide CPT with a true, correct and complete copy of said certification, by the earlier of: (A) within ten (10) business days of the filing of such certification with the Attorney General of the United States of America; (B) within ten (10) business days of the execution of this Agreement; or (C) upon request.
2. 12.2 Licensor shall indemnify, defend and hold harmless SPTICPT (and SPTICPT’s affiliates, and its and their respective directors, officers, employees, agents, representatives, successors, assigns and licensees) (collectively, the “SPTICPT Indemnified Parties”) from and against all loss, cost, liabilities and expenses (including, without limitation, reasonable outside attorneys’ fees, court costs and any judgment and settlement payments) or claims suffered by, incurred by or imposed upon the SPTICPT Indemnified Parties by reason of any breach by Licensor of any of Licensor’s representations, warranties, undertakings and covenants hereunder except to the extent resulting solely by a breach of this Agreement by CPT. Each party hereto shall give the other party prompt written notice of any claim or action which is or may be covered by this Section 12.214.2 and which comes to such party’s attention; provided however, that any failure of SPTICPT to notify Licensor of any such event shall reduce Licensor’s indemnification obligation only to the extent Licensor is prejudiced by such failure. Upon SPTICPT’s request, Licensor shall from time to time advise SPTICPT or SPTICPT’s counsel of any developments as to any claim or action which is or may be covered by this Section 12.214.2 and shall consult with SPTICPT or SPTICPT’s counsel as to the determination of major policies of defense or settlement, but Licensor shall have primary control over the defense of and the right to settle any such claim or action, although SPTICPT may participate in the defense thereof at SPTICPT’s own expense. It is agreed, however, that Licensor may not settle any claim or action without SPTICPT’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed) if such settlement would result in any manner of injunctive or injunctive-like relief or would in any manner materially impair or inhibit the quiet enjoyment of SPTICPT’s Rights hereunder.
3. 12.3 Licensor shall secure and maintain standard producer’s liability and errors and omissions insurance in the minimum amounts of at least US $3,000,000 for any claim arising out of a single occurrence and US $5,000,000 for all claims in the aggregate until at least threefour (34) years after the Final Delivery Date, which policies shall be endorsed by the insurance carrier,to name the SPTICPT Indemnified Parties as additional insureds, and shall contain a provision negating the “other insurance clause” therein, together with a statement that such policies are primary and that any insurance carried by the SPTICPT Indemnified Parties is neither primary nor contributory and may not be cancelled without first providing the SPTICPT Indemnified Parties with thirty (30) days written advanced notice of cancellation or non-renewal. Licensor shall deliver to SPTICPT a certificate evidencing such insurance concurrently with the execution of this Agreement as more particularly set forth at Schedule C hereto.
13. SPTI Representations and Warranties. CPT REPRESENTATIONS AND WARRANTIES.
1. 13.1 SPTICPT hereby represents and warrants to Licensor that: (a) SPTICPT has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and this Agreement is the legally valid and binding obligation of SPTICPT enforceable against SPTICPT in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally or by general equity principles; (b) the execution and delivery of this Agreement by SPTICPT and the consummation by SPTICPT of the transactions contemplated hereby have been duly authorized and no other corporate proceeding or consent on the part of SPTICPT is necessary to authorize this Agreement and the transactions contemplated hereby; and (c) SPTICPT will take no action in the course of its Rights hereunder or the distribution of any ProgramsMiniseries which violates the rights of any third party (so long as such violation is not a result of Licensor’s breach of its representations, warranties, undertakings and covenants set forth in this Agreement) or violates any statute, regulation, court order, principal or common or judicial law, or any other law of any federal, state, municipal or other applicable jurisdiction.
2. 13.2 SPTICPT shall indemnify and hold harmless Licensor (and Licensor’s affiliates, and its and their respective directors, officers, employees, agents, successors, representatives, assigns and licensees) (collectively, the “Licensor Indemnified Parties”) from and against all loss, cost, liabilities and expenses (including, without limitation, reasonable outside attorneys’ fees, court costs and any judgment and settlement payments) or claims suffered by, incurred by or imposed upon the Licensor Indemnified Parties by reason orof any breach by SPTICPT of any of SPTICPT’s representations, warranties, undertakings and covenants hereunder or by reason of SPTICPT’s distribution of the ProgramsMiniseries hereunder, except to the extent resulting from Licensor’s breach of its representations, warranties, undertakings and covenants set forth in this Agreement except to the extent caused solely by a breach of this Agreement by Licensor. Each party hereto shall give the other party prompt written notice of any claim or action which is or may be covered by this Section 13.215.2 and which comes to such party’s attention; provided, however, that any failure of Licensor to notify SPTICPT of any such event shall reduce SPTICPT’s indemnification obligations only to the extent SPTICPT is prejudiced by such failure. Upon Licensor’s request, SPTICPT shall from time to time advise Licensor or Licensor’s counsel of any developments as to any claim or action which is or may be covered by this Section 13.215.2 and shall consult with Licensor or Licensor’s counsel as to the determination of major policies of defense or settlement, but SPTICPT shall have primary control over the defense of and the right to settle any such claim or action, although Licensor may participate in the defense thereof at Licensor’s own expense.
14. Default.DEFAULT.
1. 14.1 SPTICPT shall be in default of this Agreement if (a) SPTICPT fails or refuses to perform any of its material obligations hereunder or breaches any other material provision hereof, or (b) SPTICPT becomes insolvent or appoints a receiver or a petition under any bankruptcy act shall be filed by or against SPTICPT (which petition, if filed against SPTICPT, shall not have been dismissed within 30 days thereafter), or SPTICPT executes an assignment for the benefit of creditors, or SPTICPT takes advantage of any applicable insolvency, bankruptcy or reorganization or any other like or analogous statute, or experiences the occurrence of any event analogous to the foregoing (each of the above acts is hereinafter referred to as ana “SPTICPT Event of Default”). Immediately upon the occurrence of an SPTIa CPT Event of Default under subclause (a) that is not curable, or an SPTIa CPT Event of Default under subclause (b), or if SPTICPT fails to cure an SPTIa CPT Event of Default under clause (a) that is curable within thirty (30) days after delivery by Licensor to SPTICPT of a written notice of such failure or breach, then Licensor may (x) in the event of an SPTI Event of Default specified in subclause (a) above, terminate the license for the Programs to which such default relates or (y) in the event of an SPTI Event of Default specified in subclause (b) above,shall be limited to bringing an action at law to recover damages, and in no event shall Licensor or a party transferring rights or rendering services in connection with the Miniseries and/or Formats, be entitled to terminate or rescind this Agreement, in each case by giving written notice to SPTI or CPT’s rights with respect to the Miniseries and/or Formats or enjoin or restrain or otherwise interfere with CPT’s production, distribution or exhibition of the Miniseries, Formats and/or Local Versions or CPT’s use, publication or dissemination of any advertising issued in connection with the Miniseries, Formats and/or Local Versions.
2. 14.2 Licensor shall be in default of this Agreement if (a) Licensor fails or refuses to perform any of its material obligations hereunder or breaches any material provision hereof, or (b) Licensor becomes insolvent or appoints a receiver or a petition under any bankruptcy act shall be filed by or against Licensor (which petition, if filed against Licensor, shall not have been dismissed within thirty (30) days thereafter), or Licensor executes an assignment for the benefit of creditors, or Licensor takes advantage of any applicable insolvency, bankruptcy or reorganization or any other like statute, or experiences the occurrence of any event analogous to the foregoing (each of the above acts is hereinafter referred to as a “Licensor Event of Default”). Immediately upon the occurrence of a Licensor Event of Default under clause (a) that is not curable, or a Licensor Event of Default under clause (b), or if Licensor fails to cure a Licensor Event of Default under clause (a) that is curable within thirty (30) days after delivery by SPTICPT to Licensor of a written notice of such failure or breach, then SPTICPT may, in addition to any and all other rights which it may have against Licensor, immediately terminate this Agreement and/or any or all licenses hereunder by giving written notice to Licensor.
3. 14.3 Notwithstanding anything to the contrary contained in Sections 14.116.1 or 14.2,16.2, no termination of this Agreement for any reason shall relieve or discharge, or be deemed or construed as relieving or discharging, any party hereto from any duty, obligation or liability hereunder which was accrued as of the date of such termination.
15. CopyrightCOPYRIGHT. Licensor hereby acknowledges and agrees that the ProgramsMiniseries and Formats licensed hereunder shall contain a copyright notice in the name of the copyright proprietor conforming to and complying with the requirements of the applicable copyright laws of the Territory. SPTICPT may, in its own name (or in the name of the copyright proprietor), take such steps as SPTICPT may deem necessary or appropriate by action at law or otherwise, to prevent any unauthorized reproductions, exhibition or distribution of the ProgramsMiniseries and Formats, any infringement of the copyright of the ProgramsMiniseries and Formats or any impairment of or encumbrance on the Rights granted to SPTICPT hereunder. Licensor agrees that upon the request of SPTICPT it shall promptly execute and deliver to SPTICPT such additional documents as SPTICPT may reasonably need in connection with the foregoing and Licensor hereby irrevocably appoints and designates SPTICPT as its attorney-in-fact solely to exercise and file all such documents requested by SPTICPT pursuant to this Section 15,17, with a copy of any such filed document to be provided to Licensor upon request. This power-of-attorney is coupled with an interest.
16. Distribution/Exploitation. SPTIDISTRIBUTION/EXPLOITATION. CPT shall have absolute discretion concerning the exploitation of the ProgramsMiniseries Formats and/or Local Versions, including without limitation the right to release and distribute (and/or refrain from releasing and distributing) the ProgramsMiniseries, Formats and/or Local Versions in such manner and media and through such releasing or distribution entity or entities (and/or to engage such subdistributors or licensees) as it so chooses). SPTICPT makes no representation, warranty, guarantee or agreement as to the amount of receipts, which may be derived from the distribution, exhibition or other exploitation of any ProgramsMiniseries, Formats and/or Local Versions and the Rights, nor does SPTICPT guarantee the performance of any contract for the exhibition of any Programs. the Miniseries and/or Local Versions. Licensor hereby releases and discharges SPTICPT from any and all liabilities for any loss or damage which Licensor may suffer by reason of SPTICPT’s failure to release, market, advertise or exploit any Programs,the Miniseries, Formats and/or Local Versions or to exercise any of the Rights. Notwithstanding anything to the contrary contained herein, SPTICPT shall have the right, in SPTICPT’s sole discretion, to withhold distribution of any Programsthe Miniseries, Formats and/or Local Versions or to withdraw any Programsthe Miniseries, Formats and/or Local Versions from distribution anywhere in the Territory at any time during the Term.
17. Further AssurancesFURTHER ASSURANCES. Each of the parties shall execute and deliver any further documents or instruments the other may reasonably request to carry out the intent of this Agreement.
18. Notices. NOTICES. All notices, claims, certificates, requests, demands and other communications under this Agreement shall be made in writing and shall be delivered by hand or sent by telecopy, or sent, postage prepaid, by registered, certified or express mail, or reputable overnight courier services, and shall be deemed given when so delivered by hand or upon confirmed receipt if deliveredDelivered by telecopy or facsimile, or if mailed, five (5) days after mailing (one (1) business day in the case of express mail or overnight courier service) to the parties at the addresses set forth below (or at such other address for a party as shall be specified by like notice). If a notice is sent to a party outside of the country of the sender, such notice shall be sent by express mail or overnight courier service.
If to Licensor:
MASTERS OF ILLUSION, INC.
4401 Wilshire Boulevard
Los Angeles, California 90010
Attn: Business Affairs
Telecopier No.: 1-323-556-5610
With a copy to:
[___________________]
MASTERS OF ILLUSION, INC.
4401 Wilshire Boulevard
Los Angeles, California 90010
Attn: Chief Financial Officer
Telecopier No.: 1-323-556-5610
If to SPTICPT:
SONY PICTURES TELEVISION INTERNATIONAL
CPT HOLDINGS, INC.
10202 West Washington Boulevard
Culver City, California 90232
USA
Attn.: PresidentTelecopier, International Distribution
Telecopy No.: 1-310-244-6353
With a copy to:
SONY PICTURES ENTERTAINMENT INC.CPT HOLDINGS, INC.
10202 West Washington Boulevard
Culver City, California 90232
USA
Attn.: General Counsel
TelecopierTelecopy No.: 1-310-244-63530510
19. Miscellaneous Terms.MISCELLANEOUS TERMS.
1. 19.1 Licensor hereby acknowledges that the ProgramsMiniseries, Formats and/or Local Versions and the Rights granted to SPTICPT hereunder for the Programs are of a special, unique and extraordinary character which gives them a peculiar value, for the loss of which SPTICPT cannot be reasonably or adequately compensated in damages in any action at law and that a breach of this Agreement by Licensor (including, but not limited to, a breach of its delivery requirements pursuant to Section 57 hereof) will cause SPTICPT irreparable injury and damage. Licensor therefor expressly agrees that in the event of a breach or threatened breach of this Agreement by Licensor, that impairs SPTICPT’s ability to exploit the Rights, SPTICPT shall, in its sole discretion, be entitled to seek injunctive and other equitable relief against Licensor to end or prevent such breach and to secure enforcement of this Agreement. Resort to equitable relief, however, shall not be construed as a waiver of any other rights or remedies which SPTICPT may have for damages or otherwise. Notwithstanding any other provision of this Agreement, Licensor’s sole remedy for any breach by SPTICPT of this Agreement shall be an action at law for damages and Licensor acknowledges that such damages are fully adequate to compensate Licensor in the case of any breach by SPTICPT hereunder. In no event shall Licensor have any right to terminate this Agreement or seek or be entitled to rescission, injunctive or other equitable relief.
2. 19.2 SPTI may freely assign and transferNeither this Agreement ornor any of its rights hereunder, in whole or in part, to any person or entity without limitation. Licensor may not assign this Agreement without SPTI’s prior written approvalLicensor’s rights hereunder may be assigned by Licensor without the prior written consent of CPT.
3. 19.3 This Agreement may not be amended or modified, nor may any provision thereof be waived, except only by a written instrument executed by the parties to this Agreement or, in the case of a waiver, the party making such waiver. No failure or delay on the part of any party in exercising any of its respective rights hereunder upon any failure by any other party to perform or observe any condition, covenant or provision herein contained shall operate as a waiver thereof, nor shall any single or partial exercise of any such rights preclude any other or further exercise thereof or the exercise of any other right hereunder.
4. 19.4 Nothing contained in this Agreement shall constitute a partnership between, or joint venture by, the parties hereto or constitute either party the agent of the other. Neither party shall hold itself out contrary to the terms of this Agreement and neither party, shall become liable by reason of any representation, act or omission of the other contrary to the provisions hereof.
5. 19.5 Nothing expressed or referred to in this Agreement is intended or shall be construed to give any person or entity, other than the parties to this Agreement, or their permitted successors and assigns, any legal or equitable right, remedy or claim under or in respect thereof or any provision contained herein, it being the intention of the parties that this Agreement is for the sole and exclusive benefit of such parties, and any permitted successors and assigns of this Agreement and for the benefit of no other person or entity.
6. 19.6 The Section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
7. 19.7 Governing Law/ Dispute Resolution.
19.7.1. This Agreement shall be interpreted and construed in accordance with the substantive laws (and not the law of conflicts) of the State of California and the United States of America with the same force and effect as if fully executed and to be fully performed therein.
19.7.2. All actions or proceedings arising in connection with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this Section 19.722.7 (a “Proceeding”) shall be submitted to JAMS (“JAMS”) for binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less (as applicable, the “Rules”) to be held solely in Los Angeles, California, U.S.A., in the English language in accordance with the provisions below.
19.7.3. Each arbitration shall be conducted by an arbitral tribunal (the “Arbitral Board”) consisting of a single arbitrator who shall be mutually agreed upon by the parties. If the parties are unable to agree on an arbitrator, the arbitrator shall be appointed by JAMS. The arbitrator shall be a retired judge with at least ten (10) years experience in commercial entertainment industry matters. The Arbitral Board shall assess the cost, fees and expenses of the arbitration against the losing party, and the prevailing party in any arbitration or legal proceeding relating to this Agreement shall be entitled to all reasonable expenses (including, without limitation, reasonable attorney’s fees). Notwithstanding the foregoing, the Arbitral Board may require that such fees be borne in such other manner as the Arbitral Board determines is required in order for this arbitration clause to be enforceable under applicable law. The parties shall be entitled to conduct discovery in accordance with Section 1283.05 of the California Code of Civil Procedure, provided that (a) the Arbitral Board must authorize all such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitral Board finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. There shall be a record of the proceedings at the arbitration hearing and the Arbitral Board shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitral Board’s decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the Arbitral Board’s decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Licensor such other court having jurisdiction over Licensor, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitral Board shall be appealed to three (3) neutral arbitrators (the “Appellate Arbitrators”), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitral Board. The appealing party shall file its appellate brief within thirty (30) days after its written notice requesting the appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitral Board applying the same standards of review (and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeal reviewing a judgment of the Los Angeles County Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitral Board. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Licensor, such other court having jurisdiction over Licensor, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitral Board shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys’ fees of the opposing party, unless the decision of the Arbitral Board is reversed, in which event the costs, fees and expenses of the appeal shall be borne as determined by the Appellate Arbitrators.
19.7.4. Subject to a party’s right to appeal pursuant to the above, neither party shall challenge or resist any enforcement action taken by the party in whose favor the Arbitral Board, or if appealed, the Appellate Arbitrators, decided. Each party acknowledges that it is giving up the right to a trial by jury or court. The Arbitral Board shall have the power to enter temporary restraining orders and preliminary and permanent injunctions. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the Arbitral Board’s award; provided, however, that prior to the appointment of the Arbitral Board or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California or, if sought by SPTICPT, such other court that may have jurisdiction over Licensor, without thereby waiving its right to arbitration of the dispute or controversy under this section. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Notwithstanding anything to the contrary herein, Licensor hereby irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any motion picture, production or project related to SPTICPT, its parents, subsidiaries and affiliates, or the use, publication or dissemination of any advertising in connection with such motion picture, production or project. The provisions of this Section 19.722.7 shall supersede any inconsistent provisions of any prior agreement between the parties.
8. 19.8 Neither party shall, in any manner whatsoever, be liable or otherwise responsible for any delay or default in, or failure of, performance resulting from or arising out of or in connection with any event of Force Majeure and any such delay, default in, or failure of performance shall not constitute a breach by either party hereunder. As used in this paragraph, “Force Majeure” means any event beyond a party’s reasonable control, including, without limitation, fire, flood, earthquake, or public disaster, strike or labor dispute (other than a strike by, or labor dispute with, employees of such party) or embargo, riot, war, act of terrorism, insurrection or civil unrest.
9. 19.9 If any provision of this Agreement, or any covenant, obligation or agreement contained herein is determined by a court to be invalid or unenforceable, such determination shall not affect any other provision, covenant, obligation or agreement, each of which shall be construed and enforced as if such invalid or unenforceable provision were not contained herein. Such invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each such provision, covenant, obligation or agreement, shall be deemed to be effective, operative, made, entered into or taken in the matter and to the full extent permitted by law.
10. 19.10 This Agreement and all of its terms shall be confidential, and each party agrees that, except as may be required by law, it shall not make any disclosures to any third party, other than its attorneys, advisors, directors, employees, agents, shareholders, accountants and parent entities (each of whom shall be subject to the confidentiality provisions hereof) on a need-to-know basis, with regard thereto without the prior written approval of the non-disclosing party.
11. 19.11 This Agreement constitutes the entire agreementincludes the entire understanding of the parties with respect to the subject matter of this Agreement understandings, or representations relating to the subject matter of this Agreement.
19.12 This Agreement shall supersede all prior and contemporaneous written or oral agreements pertaining to the subject matter hereof and may not be modified except by an, and all prior agreements (written or oral) with respect to such subject matter have been merged herein. No representations or warranties have been made other than those expressly provided for herein. This Agreement may not be modified, except by a written instrument in writing signed by Licensor and SPTIsigned by the parties, and this provision may not be waived except by written instrument signed by the parties.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed below by its duly acknowledged representative.
|SONY PICTURES TELEVISION INTERNATIONAL, a division of CPT HOLDINGS, |MASTERS OF ILLUSION, INC.ASSOCIATED TELEVISION INTERNAIONTAL |
|INC. | |
| | |
| | |
|By: |By: |
| | |
|Title: |Title: |
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|Date: |Date: |
EXHIBIT A
SCHEDULE A
DEFINITIONS
1. “Ancillary Rights” means and includes the right to advertise, promote, distribute, reproduce, and otherwise exploit all ancillary, incidental and subsidiary rights, including, without limitation, all Merchandising (as defined below), character licensing, Music Publishing Rights (as defined below), Master Recording Rights (as defined below), Soundtrack Album Rights (as defined below); photonovel, novelization, screenplay publication, interactive media, multi-media, and theme park (or other “themed” or location-based attraction) rights. “Merchandising” includes, without limitation, the right to create and exploit computer, video, and other electronic games, interactive programs, whether in CD-ROM, DVD, set-top or arcade formats; and the right to create and exploit toys, non-electronic games, comic books and so-called “making of books”, apparel, food and beverages, posters, and any and all other commodities, services or items. “Music Publishing Rights” means the exclusive right to own and exploit Score Compositions and/or Controlled Compositions (collectively, “Compositions”), to the extent Licensor has obtained rights to exploit such Compositions, including, without limitation, the right to license the Compositions to third parties (including, without limitation, to CPT and its affiliates). “Master Recording Rights” means the exclusive right to own and exploit Score Masters and/or Controlled Masters (collectively, “Master Recordings”), to the extent Licensor has obtained rights to exploit such Master Recordings, including, without limitation, the right to license the Master Recordings to third parties (including, without limitation, to CPT and its affiliates). “Soundtrack Album Rights” means the exclusive right to produce, license and/or distribute soundtrack albums and/or other sound recordings (“Soundtrack Album(s)”). Advance payments received from the Soundtrack Album distributor that are applied to Soundtrack Album related costs shall not be considered Gross Receipts under this Agreement.
2. “Non-Theatrical Rights” means and includes the right to advertise, promote, distribute (including, without limitation, the right to enter into rentals, leases, licenses and sublicenses), reproduce, and otherwise exploit in Non-Theatrical Markets, as defined below, by any and all means, whether now known or hereafter known or devised (including, without limitation, by any Transmission Means). “Non-Theatrical Markets” means and includes airlines, educational and institutional facilities (including, without limitation, schools, libraries, hospitals, and nursing homes), religious organizations and facilities (e.g., churches), Red Cross facilities, oil rigs and oil fields, public transportation, corporate locations, ships at sea flying the flag of a country in the Territory or which are serviced from within the country of such flag, governmental bodies (including, without limitation, embassies, military and armed services installations, bases, and vessels, and all other governmental facilities flying the flag of the Territory), hotels, motels, prisons, and all other locations, institutions, and/or forms of transportation, not primarily engaged in the business of exhibiting motion pictures, where the Miniseries is exploited before an audience.
3. “Television Rights” means and includes the right to advertise, promote, distribute, reproduce, and otherwise exploit by means of a linear, scheduled television signal at exhibition times chosen by the service provider (e.g., broadcaster), either encrypted or unencrypted, and delivered by any Transmission Means (“Television”). Television Rights include, without limitation, the right to exploit via Pay Television and Free Television, as defined below. “Pay Television” shall mean Television exhibition for which the viewer pays a premium subscription fee for the right to view programming transmitted (e.g., HBO). “Free Television” means: (i) Television exhibition transmitted free to the public and primarily broadcast via digital or analog broadcast signal, whether network stations or independent stations, which exhibition is primarily supported by advertisement revenues and sponsorships; and (ii) Television exhibition in respect of which the viewer pays a subscription fee for the privilege of receiving such service together with other program services other than Pay Television services and which exhibition is primarily supported by advertisement revenues and sponsorships (i.e., so called “basic television”).
4. “Video Rights” means and includes the right to manufacture, advertise, promote, distribute, reproduce, and otherwise exploit by any basis (including, without limitation, by sale, rental or subscription), whether directly or through licensees, retailers, agents or sublicensees, in all languages, versions, and sizes, utilizing any media (including, without limitation, interactive media and multi-media), on all forms, formats of video devices, and resolutions now known or hereafter known or devised, including, without limitation, all Videogram, Electronic Sell-Through, and Video-On-Demand, delivered by any and all Transmission Means (as all such terms are defined below). “Videogram” shall mean any and all video devices now known or hereafter known or devised, including, without limitation, any and all forms, formats and sizes of videocassette, cartridge, phonogram, tape, video disc, laser disc, 8mm recording, DVD (including, without limitation, standard, down-res and high definition (e.g., Blu Ray and HD DVD), DVD-ROM, internet access-ready DVD, CD-I and CD-ROM, Video Compact Disc, UMD or other game console or game device medium, memory stick, memory card, any and all forms of embedding, computer hard drive or microprocessor, including, without limitation, any of the foregoing created by a kiosk or interactive terminal capable of creating a copy of the Miniseries for consumer use, together with any other form or format of audio-visual recording or storage medium, now known or hereafter devised. “Electronic Sell Through” including, without limitation, so-called “digital sell-through”, “download-to-own”, “download-to-burn”, and “on-demand retention licensing” shall mean the embodiment of a program in any intangible or electronic form now known or hereafter devised (including, without limitation, as software or an electronic audio-visual file), which permits an unlimited number of viewings or unlimited retention by the viewer and which is delivered by any Transmission Means. “Video-on-Demand” including, without limitation, so-called “electronic rental”, “download-to-rent”, and “digital rental”, shall mean the exploitation on a rental, subscription or free basis (including ad-supported or as part of basic programming) for private viewing in any venue (including, without limitation, residences and hotels) which is delivered by any Transmission Means and which is either: (i) in a mode whereby the viewer may elect to start each exhibition at a time chosen by the viewer (including, without limitation, so-called “subscription video-on-demand”, “free video-on-demand”, and “basic video-on-demand”); or (ii) “pay-per-view” (including, without limitation, so-called “near video-on-demand” and “subscription pay-per-view”) which shall mean exhibition by way of any Transmission Means, over a service whereby the viewer may choose from a selection of programs with exhibition times chosen and offered by the service provider.
5. “Transmission Means” shall mean any form of intangible, traditional, digital, or electronic transmission methods now known or hereafter devised including, without limitation, downloading and streaming, by means of the internet, worldwide web, internet protocol or so-called “broadband” or “on-line” delivery, telephone, fiberoptics, power lines, wireless (including, without limitation, mobile, cellular, radio and microwave technologies), MDS, UMTS, closed circuit, analog or digital signal via UHF/VHF broadcast, satellite, cable, CATV, MMDS, SMATV, MATV, DBS, TVRO, and every other form of transmission, now known or hereafter devised, to any device, now known or hereafter devised (including, without limitation, a television, computer, cell phone, personal or digital assistant or game device).
Instrument of Transfer
SCHEDULE B
Reference is hereby made to that certain distribution agreement (the “Agreement”) dated as of April 1, 2009 by and between Masters of Illusion, Inc. (“Producer”) and Sony Pictures Television International, a division of CPT Holdings, Inc. (“Company”).
INSTRUMENT OF TRANSFER
For good and valuable consideration, the receipt and adequacy of which isare hereby acknowledged by the parties, Producer hereby irrevocably transfers, grants and assigns to Company the sole and exclusive Rights in and to the program presently entitled “MASTERS OF ILLUSION: IMPOSSIBLE MAGIC” (the “Program”) and any and all of such Program’s elements as the same presently exists and/or hereafter shall come into being in the “, ASSOCIATED TELEVISION INTERANATIONAL (“Licensor”) hereby licenses to CPT HOLDINGS, INC. (“CPT”) by means of this Instrument of Transfer, all Rights to the Miniseries, Formats and/or Local Versions in the Territory” during, for the “Term” (each as such terms are defined, below and), as more specifically set forth in the Agreement).Distribution Agreement dated as of _________________, 2012 (“Agreement Date”), by and between Licensor and CPT (“Agreement”):
The “Miniseries” means the television miniseries entitled “THE DISCIPLES” consisting of five (5) two broadcast-hour episodes.
The “Format(s)” means the underlying premise of the Miniseries and any and all rights in such format, including, without limitation, derivative rights, along with all parts, segments, or elements of and any, including, without limitation, synopses, narrative developments, scripts, titles, games, (interactive) applications, know-how, instructions, documentation and data, scripts, flow-charts, underlying databases, music, the manner and style in which the subject matter of such television format is presented, including, but not limited to, title sequences, theme music, game graphics, “look and feel”, logo, type of presenters, any commonly recurring phrases and any other distinctive features, as well as any local modifications thereto and as the same may from time to time be amended.
The “Local Version(s)” means any audio-visual program based on a Format produced for distribution in the Territory during the Term.
The “Territory” shall mean the universe.
The “Rights” shall mean and include, subject only to the U.S. First Cycle Television Rights with respect to the Miniseries which are reserved by Licensor, the sole, irrevocable and exclusive right, under copyright, throughout the Term, to (and cause and license others to) exploit the Television Rights, Video Rights, Non-Theatrical Rights and Ancillary Rights in the Miniseries, Formats and/or Local Versions, including, without limitation, to exhibit, distribute, market, display, project, transmit, broadcast, perform, advertise, publicize, promote, exploit, manufacture, sell copies of, derive revenues from, rent, dispose of and otherwise communicate publicly or privately and/or turn to account the Television Rights, the Mobile Rights, and the Video Rights in the Programs (and theirMiniseries (and its themes and other elements), Formats and/or Local Versions and trailers and clips and excerpts therefrom in the Licensed Languages in the Territory for the TermTerritory, in any and all languages, versions, and resolutions, on any and all kinds, sizes, gauges and/or widths of film and tape, and via any and all transmission and delivery means, methods processes or devices now known or hereafter devised, discovered, created, or developed (including without limitation any and all computer, electronic, digital, mobile, and on-line transmission means).
The “U.S. First Cycle Television Rights” means the exclusive right to exploit the Television Rights in each episode of the Miniseries in the United States prior to such rights being exploited by anyone else in the United States.
The “Term” shall mean fifteen (15) years from the earlier of (i) first exploitation of the Programs by Company in any country of the Territory; or (ii) ninety (90) days subsequent tomeans shall commence on the Agreement Effective Date hereof and shall terminate 30 years after the Final Delivery Date unless otherwise terminated earlier as set forth in the Agreement. Company. CPT has a further right to extend upon exercise of a right of first negotiation and last refusal (as set forth in the Agreement).
The “Territory” shall mean the universe excluding the fifty (50) United States. Producerundersigned hereby agrees, if applicable, to obtain or cause to be obtained renewals of all copyrights in and to said Miniseries and/or Formats, whether or not referred to herein, and hereby assigns said rights under said renewal copyrights to CPT; and should the undersigned fail to do any of the foregoing, the undersigned hereby irrevocably appoints CompanyCPT as its attorney-in-fact, coupled with an interest, with full and irrevocable power and authority to do all such acts and things, and to execute, acknowledge, deliver, file, register and record the Programs, and all such documents pertinent thereto and consistent herewith, in the Copyright Office of the United States of America and in any other office or offices in any other jurisdictions in the Territory in the name, stead, in the name and on behalf of Producerthe undersigned, as CompanyCPT may deem necessary or proper in the premises to accomplish the same, this being a power coupled with an interest.
Company isCPT, its successors and assigns are hereby empowered to bring, prosecute, defend and appear in suits, actions and proceedings of any nature, under or concerning any copyright in and to the Programs, or any infringement of such copyright or violation of any rights granted to Company herein, but at the cost and expense of Company, and, at its option, Company may join Producer as a party plaintiff or defendant in any suchor interference with any of the Rights granted to it under the Agreement in CPT’s own name or in the name, stead, and on behalf of Licensor, as CPT may deem necessary, appropriate or desirable. Licensor may, at its own cost and expense, participate in any suit, action or proceeding. Company shall provide Producer written notice of any such suit and Producer may participate in the defense thereof at Producer’s own expense provided that Company shall have sole and primary control over the suit of and the sole right to settle any such claim or action. Any recovery of damages, penalties, costs or other amounts arising by reason of the infringement of any such copyright(s) or violation of the rights granted to Company herein has been assigned and shall be paid, to Company in accordance with using counsel of its choice. This instrument is effective as of [_______________], 2013 and is executed in connection with and is subject to the Agreement.
Dated: As of _______________ MASTERS OF ILLUSION, INC.[Date]
[ASSOCIATED TELEVISION INTERNATIONAL]
By:
Its:
UNITED STATES OF AMERICA
State of California )
)
County of ____________________ )STATE OF ___________________________________
COUNTY OF ________________________________
On __this ________________ day of ___________________, 2013, before me,
_________________________________________________________________,
(NAME, TITLE OF OFFICER - E.G., "JANE DOE, NOTARY PUBLIC")
personally appeared, _____________________________________________________________
(NAME OF SIGNER)
___________________________________, personally known to me (orwho proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
_________________________________________________
NOTARY PUBLIC
(Signature of Notary)
EXHIBIT B
SCHEDULE C
TELEVISION ASSET DELIVERY SCHEDULE FOR MADE FOR TELEVISION MOVIES, (MFT) AND SERIES FOR DOMESTIC AND INTERNATIONAL DISTRIBUTION (High Definition Productions)
Revised: May 2, 2007
Programs shall include, but not be limited to, the technical specifications listed below.
1. MINISERIES.
PRIMARY REQUIREMENTS
A. Video Requirements Video Requirements – SONY Requires One (1) TAPE of each episode, short or MOW/MFT delivered. Production shall also advise the availability of additional versions, when applicable (ie. Premiere, Re-Run, Extended, DVD, etc…).
1. 1. 1-HD 1080/60i and 1-HD 1080/50i,TAPE - One (1) High Definition HDCAMSR (1080/23.98p) Color Timed, Sweetened, Edited, Texted (Original language) for each episode. All video must be 16x9 full frame protected for 4x3 picture safe, so that a 4x3 full frame center cut extraction can be created. Audio configuration will be Channel 1 & 2 – Stereo Compilation (original language), Channels 3 & 4 – Filled Stereo Music & Effects. (MOW/MFT configuration is noted below, B 4.) (B.1). If commercial blacks (ie. act breaks) are present in the program, they shall be no less than :01 second in length and no more than :02 seconds in length. Each show must have all textless material approximately :30 secseconds after the end of program logo. All textless Textless material includes Main Titles, genericdaters, inserts, and for episodic, for the opening and closing for each episode.
1.1 NEXT DAY - If requirements specify “Next Day” of US Air Date, Sony may require an additional HDCAMSR master. This second master is only required if the original HDCAMSR master (as outlined above) cannot deliver minimum 5 days prior to US Air Date. If a “Next Day” master is required, please adhere to the following specs:
o One (1) HDCAMSR (1080/23.98p / 16x9 / OAR)
o 5.1 English composite and English LT/RT must be included
o Master can contain commercial blacks
o Unfilled M&E is not required and should not be included
o Closed Captions must be delivered simultaneously (accepted formats: .txt, .cap, or .scc)
1.2 CANADA - If requirements specify, Sony may require an additional HDCAMSR master. If a Canada master is required, please adhere to the following specs:
o One (1) HDCAMSR (1080i/59.94/ 16x9 / OAR) (same as Network Master)
o 5.1 English composite and English LT/RT must be included
o Closed Captioned
B. Audio Requirements
1. TAPE - Audio Configuration for the HDCAMSR
Channels 1 & 2 – Original Language Comp. Mix Stereo
Channels 3 & 4 – Music &Effects Stereo
Original Language Comp. Mix 5.1 discrete
Channel 5 - Left
Channel 6 - Right
Channel 7 - Center
Channel 8 - Sub Woofer
Channel 9 - Left Surround
Channel 10 - Right Surround
2. 1. One (1) DVD-R of the Pro Tools 4.3 or higher sessions, 24 bit if possible, (16 bit is accepted). The sessions must be "flattened" (aka consolidated, rendered) so there is only one audio file per track for the length of the program, and no edits or plug-ins in the pro toolsPro Tools sessions. The required separate tracks are noted above. The file names are to be representative of what the files contain. (i.eie. TheIf Stereo Left Dialogue only, should be named “Stereo_Dialogue”).
The Pro Tool sessionsTools session should be separated as follows:
Track 1 - Stereo Left Dialogue only
Track 2 - Stereo Right Dialogue only
Track 3 - Stereo Left Music only
Track 4 - Stereo Right Music only
Track 5 - Stereo Left Effects only
Track 6 - Stereo Right Effects only
Track 7 - Stereo Left Composite (Original Language)
Track 8 - Stereo Right Composite (Original Language)
3. 2. One (1) DATCD - all music written and/or recorded
4. 3.
5. One (1) DATCD - Theme of series/pilot
6. One (1) DVD-R: M&E 5.1
Channel 1 - Left
Channel 2 - Right
Channel 3 - Center
Channel 4 - Sub Woofer
Channel 5 - Left Surround
Channel 6 - Right Surround
7. One (1) DVD-R: English Comp. 5.1
Channel 1 - Left
Channel 2 - Right
Channel 3 - Center
Channel 4 - Sub Woofer
Channel 5 - Left Surround
Channel 6 - Right Surround
8. One (1) DVD-R: Separate Stems 5.1 of the Dialogue, Music, and EFX
Channel 1 - Left
Channel 2 - Right
Channel 3 - Center
Channel 4 - Sub Woofer
Channel 5 - Left Surround
Channel 6 - Right Surround
C. Documentation
• One (1-) As Broadcast Continuity Script (English) per episode (prefer computerPDF file, if available)
• One (1-) Music Cue Sheet per episode
• One (1-) Final Credits List
SECONDARY REQUIREMENTS
A. Documentation
1. 1. Original Language and English as-Broadcast Script (ComputerPDF file if available)
2. 2. One (1) Staff & Crew List (If available)
3. 3. One (1) Shooting & Taping Schedule (If available)
4. 4. One (1) Final Credits (If available)
5. 5. Edit Decision List - (if shot on film, must contain film keycodes.)
6. 6. Code Book, Lined Script (Film Production Only)
7. 7. Laboratory Access Letter for original film material (Film Production Only)
8. Closed Caption files formatted for HD (if show was produced in HD) or for SD (if show was produced in SD)
B. Music
1. 1. Music Cue Sheets
2. 2. Composer Agreements (include I-9 & W-9/4)
3. 3. CD or DAT of the masters
4. 4. All Source Music Licenses (Sync and Master use, as applicable)
5. 5. Certificates of Authorship
6. 6. Any/All documents with union, guild, or similar reuse/renewal implications
7. 7. Chain-Of-Title documents (aka "Assignment of Rights" or "Transfer of Rights") or similar agreements which set forth music rights (e.g., production/distribution agreement or similar document)
Delivery addresses: All items are to be delivered pursuant to the contractual agreement.
Video and Audio Delivery:
Video & Audio Masters and Documentation
Mitch Gordon
Sony Pictures Entertainment
WPF/CPS Attn: Calvin Jones
10202 W. Washington Blvd.
SPP 4701
Culver City, CA 90232, USA 90232
Tel: 310-244-6102
Email: mitch_gordon@spe.
wpf_cps_la@spe.
All Music Delivery:
Bernadette Lingle (310) 244-2771
Sony Pictures Entertainment
SPP# 551
10202 W. Washington BoulevardBlvd
SPP 5414
Culver City, CA 90232, USA90232
Tel: 310-244-2771
Email: bernadette_lingle@spe.
TECHNICAL REQUIREMENTS:
1. 1. Head Format
:30 black
:60 bars & tone (Full Field 75% Reference Bars/1 kHz @ -20dB)
:10 black
:10 slate (See Below)
:10 black
Start show with continuous Timecode (dictated by above Standard or High Definition) beginning at hour 1:00:00:00 at first frame of program video. HDCAM SR, and must have continuoscontinuous NON-DROP Frame timecodeTimecode if originated on film or 1080/24p (1080/25p - if created in a PAL territory).
2. 2. The 16x9 aspect ratio must be maintained throughout the entire post production process, and must be framed with the 4x3 aspect ratio in the center of the 16x9 frame. A 4x3 Aspect Ratioaspect ratio center cut conversion (non-Pan &Scan) must be easily madecreated from a 16x9 Full Frame master must be delivered from a non-pan and scan center cut of the 16x9.. All essential program content and titling must be contained in the center of the 16x9 frame so that it is within 4x3 safe.
3. All HD files should be delivered in a QuickTime wrapper in 1920 x 1080 resolutions.
4. 3. All production logos must be at the tail of the episode, followed by the appropriate Sony Pictures Entertainment logo, must be at the tail of each episode. (see contract for correct logo).
5. 4. All technical specifications, including the horizontal and vertical blanking, audio and video levels, reference bars and tone to be within SMPTE/EBU specifications and to match program content.
6. 5. Component serial digital signal paths should be maintained throughout the post production process in creating the digital master.
7. 6. Video must be free of drop outs, glitches and other technical flaws.
8. 7. All commercial blacks are to be pulled between :01 and :02 seconds in length.
9. 8. No in-show bumpers, i.e (ie. commercial in or out bumpers).
10. 9. Rapid detailed motion credits are to be kept to a minimum and within 4:x3 center, picture safe area. Static credit cards are preferable to crawls for reasons of standards conversion.
11. 10. Consolidated episodes (i.eie. special 1 hour of Seinfeld) must be delivered in original length format (i.eie. 2-1/2 hour episodes).
12. 11. No Time Compression, Time Expansion, Enhancement, Noise Reduction or Electronic Dirt Concealment Process.
13. 12. No Network ,TV Ratings, Closed Captioning or In-Stereo logos are permitted.
14. 13. No Hi-8 or consumer quality source material to be utilized unless inserted digitally inside a graphics mask or prop TV.
15. 14. No voice oversvoiceovers for bumpers i.e.(ie. "We’ll Be Right Back") in program.
16. 15. No crushed blacks or clipped whites.
17. 16. No address, telephone number, or Web PageURL references in program.
18. 17. Labeling & Slating:
a. a. Episode labeling must comply with SPE labeling procedures, with : the first of the three/four -digit episode number (which ever has been determined by Sony Pictures) reflective ofdigit equates to the season of production and the last two digits of the episode number reflective of, followed by the episode number production has assigned. For example episode #101 is the first episode of the first season, episode #210 is the tenth episode of the second season, etc. …
b. b. Material must be labeled and slated as follows:
Show Title / Movie Title (English/Native Language)
Episode #/Version Production #
Episode Title
Ch1- audio / Ch2- audio / Ch3- audio / Ch4- audio
Tape Format, Standard, Version - Runtime: XX:XX
Date of Creation PO#
Facility Name and Order#
EXHIBIT C
MOBILE ASSET DELIVERY SCHEDULE
Graphics
Wallpapers
Wallpapers are required in two formats: JPG file, which is the format received by consumers, and a layered PSD (Photoshop) file that is used as a source file for Mobile Ops.
The layered PSD file is necessary in case transcoding cuts off various elements, such as the title treatment or copyright line, and these need to be re-overlaid.
Basic file requirements for Wallpaper graphics:
|Wallpapers |
| |JPG |PSD |
|Resolution |300 dpi |300 dpi |
|Quality |High Quality / No Compression |High Quality / No Compression |
|Color Depth |24bit RGB / Full Quality: 100/Maximum |24bit RGB / Full Quality: 100/Maximum |
|Encoding |Standard (Not Progressive) |Standard (Not Progressive) |
|Dimension |480x640 Portrait |480x640 Portrait |
|CROPPED | | |
|(Not Stretched) | | |
| |640x480 Landscape |640x480 Landscape |
| |640x640 Square |640x640 Square |
| |1000x1000 Square |1000x1000 Square |
It is very important that all images are CROPPED to these sizes, since stretching will distort the image.
All images must appear identical in all four sizes, and all additional elements such as the title treatment and copyright line must have consistent placement throughout. All fonts, logos and copyright text must be consistently sized throughout all four sizes.
Cropping Guidelines
Images placed within frames or borders to meet the four required dimensions listed above are unacceptable. Each image must be cropped properly into each size.
The image on the left (with borders) is unacceptable, while the image on the right (no borders) is acceptable since it has been cropped.
NO YES
The following will result in delivery failures:
Black & White / grayscale images, images with artifact, inconsistent images (of the versions/dimensions), and images with frames/borders.
Safe Zones Guidelines
Wallpapers must be created with safe zones around the edges, in order to ensure that transcoding does not trim off the main portion of the image. Without safe zones, various elements are likely to be cut off after being transcoded.
A buffer of 75 pixels on all sides is highly recommended.
The areas that are not covered by the white overlay will appear in the final product:
[pic] [pic] [pic]
UNACCEPTABLE
Without safe zones portions of the talent’s faces, the copyright line, and title treatment are cut off. This occurs when these elements are placed along the edge, and not within a safe zone of at least 75 px.
Example of appropriate safe zones:
ACCEPTABLE
The talent’s face, character text, and title treatment are all placed inside the safe zone.
As a backup to this rule, a layered PSD is required to fix any errors that may occur during transcodes.
Copyright Guidelines
For any background, dark or light, white text with black shadow-drop is suggested. Copyright text must be in a consistent formatting and placement so it can be re-overlaid when necessary.
Here are some examples to illustrate this scheme’s effectiveness:
Against both a light and dark background, the white text with a black shadow-drop is clearly visible.
Screensavers
Screensavers are required in two formats: An animated GIF file, which is the format received by consumers, and a layered PSD file that is used as a source file by Mobile Ops, which is necessary in case a carrier updates their delivery requirement to a higher resolution than what is required for the animated GIF.
Here are the specifications for the source file used to create the animated GIF:
| Screensaver Source File |
|Resolution |300 dpi |
|Quality |High Quality / No Compression |
|Color Depth |24bit RGB / Full Quality: 100/Maximum |
|Encoding |Standard (Not Progressive) |
Here are the requirements for both the animated GIF and PSD files:
|Screensavers |
| |Animated GIF |PSD |
|Resolution |72 dpi |300 dpi |
|Quality | Uncompressed / No Transparency |High Quality / No Compression |
|Color Depth | 8bit RGB / 256 colors, lossless |24bit RGB / Full Quality: 100/Maximum |
|Encoding | |Standard (Not Progressive) |
|Dimension |480x640 Portrait |480x640 Portrait |
|CROPPED | | |
|(Not Stretched) | | |
| |640x480 Landscape |640x480 Landscape |
| |640x640 Square |640x640 Square |
| |1000x1000 Square |1000x1000 Square |
It is very important that all images are CROPPED and appear identical in all 4 sizes, any stretching will distort the image. Animated GIF format supports 8bits per pixel, the image used for each frame should not possess too much detail. Otherwise, artifact will appear on exports.
Screensavers must adhere to the same guidelines as wallpapers: Consistency, Safe Zones, Copyright, and Cropping (Pg 1-2).
Audio - Voicetone, Musictone & Alert Tone
All audio must be CD Quality, here are the respective specifications:
| |Voicetone & Musictone |Alert Tone |
|Format |MP3 & WAV |MP3 & WAV |
|Type |Uncompressed |Uncompressed |
|Duration |10 seconds & 30 seconds |3-5 seconds |
|Bitrate |320 kbit/s & 1,411.2 kbit/s |320 kbit/s & 1,411.2 kbit/s |
|Sample Rate |44,100 Hz |44,100 Hz |
|Channels |2-channel stereo |2-channel stereo |
Voicetones, most often dialogue, are audio taken from a video property.
Approximately 0.5 seconds of silence should precede and follow the voicetone.
Clean edits are mandatory; no words should be cut off.
Tones will be replayed multiple times on a mobile handset.
Avoid dialogue that contains sound effects, or other sounds that muffle/distort the voice.
Musictones are audio files taken from a soundtrack or music cue, and must also be edited for looping.
In order to optimize the sound, give preference to mid to high range musictones.
Alert tones are a 3-5 second audio file, used for alerting purposes on a mobile phone.
All tones must be a minimum of 3 seconds in length. Stereo only: No poly/mono tones.
Video
|Video |
|Container Format |mpg |
|Video Codec |mpeg-2 |
|Video Bitrate |8mbps |
|Video Size |720x480 |
|Video Aspect Ratio |4:3 |
|Frame Rate |30 (29.97) |
|Video Mode |cbr |
|Audio Codec |mpeg-1 layer II |
|Audio Channels |stereo |
|Audio Sample Rate |48 kHz |
|Audio Bitrate |224kbps |
|Total Bitrate |~8.6mbps |
In addition, each video file must be accompanied by an image (screengrab) that represents the video clip. These can be submitted in either a JPG or PSD format. Here are the requirements:
|Video Screengrab |
| |JPG |PSD |
|Resolution |300 dpi |300 dpi |
|Quality |High Quality / No Compression |High Quality / No Compression |
|Color Depth |24bit RGB / Full Quality: 100/Maximum |24bit RGB / Full Quality: 100/Maximum |
|Encoding |Standard (Not Progressive) |Standard (Not Progressive) |
|Dimension |480x640 Portrait |480x640 Portrait |
|CROPPED | | |
|(Not Stretched) | | |
| |640x480 Landscape |640x480 Landscape |
| |640x640 Square |640x640 Square |
| |1000x1000 Square |1000x1000 Square |
It is very important that all images are CROPPED to these sizes, since stretching will distort the image.
Screengrabs must adhere to the same guidelines as wallpapers: Consistency, Safe Zones, and Cropping (Pg 1-2).
File Naming
Here is the standard naming convention for all Personalization content:
[Property]_[Content Type]_[Title]_[Dimension/Format]
[Property]
This is a 2-3 character abbreviation of the content property. Here are some examples:
Spider-Man 3 = sm3
Surf’s Up = sup
21 = 21
Vantage Point = vpt
[Content Type]
A two character abbreviation based on the content category:
Screensaver = ss - Wallpaper = wp
Voice Tone = vt - Wallpaper frame = wf
Alert Tone = at - Video Clip = vc
Custom Voice Tone = cv - Video Blog = vb
Music Tone = mt - Screengrab = sg
[Title]
This is a compelling description of each particular asset, and is often what the consumer will see at the time of purchase.
It is imperative to avoid chronological numbering of assets (i.e. Wallpaper1, Wallpaper2)
No talent (actor) names can be used for the Title
[Dimension/Format]
For graphics, this is one of the four standard sizes. It contains no spaces, and has an x between the width and height
o 480x640
o No w or h is necessary
This portion of the file name is not necessary for Audio and Video
Additional Notes for File Naming
Only user lower case text
No spaces in any portion of the file name, instead, use underscores ( _ )
File names should only consist of the following characters:
o A – Z
o 0 – 9
o _ - .
♣ The period ( . ) is only used to separate the file name from the extension
Examples
Alert Tone: sm2_at_sirens.wav
Music Tone: sm1_mt_maintitile.wav
Voice Tone: sm1_itstybitsyspider.wav
Wallpapers: sm3_wp_venom_1000x1000.jpg
Screensavers: sm3_ss_thebattlewithinanimated_640x640.jpg
Video Clips: sm3_vc_eng_unmasked.mpg
Video Blogs: sm3_vb_mech_tech.mp4
EXHIBIT D
HOME VIDEO ASSET DELIVERY SCHEDULE
Licensor will thoroughly QC, and review for content, all picture and audio elements prior to delivery to Sony.
Sony is only to receive final picture and audio elements.
Should Licensor elect to make picture and/or audio changes after delivery, it is Licensor’s sole responsibility to retrieve all picture and audio elements from Sony, which will include Licensor’s original deliverables to Sony and all items, if any, created by Sony.
Licensor will manufacture no video or audio deliverables for Sony until Licensor is in receipt of Sony’s video and audio technical specifications. Please contact Brad Word, or such individual as Sony will determine, for said technical specifications.
1. FEATURE:
The following materials will be delivered to Sony, 10202 West Washington Blvd., Culver City, CA 90232, Attention: Brad Word, or such other address or individual as Sony will determine:
a. Electronic Copy: One (1) detailed combined dialogue and action continuity and spotting list of the picture, in the form specified by Sony and conforming in all respects to and with the action and dialogue contained in such version, in a form and condition suitable for use in dubbing, subtitling and submission to censorship authorities in the Territory. This document will be e-mailed to Brad Word or such other individual designated by Sony.
b. 5.1 Uncompressed Final Mix Stems: One (1) uncompressed DVD-R of each of the 5.1 dialogue, music, effects and foley stems.
c. Dolby Surround (LT/RT) Uncompressed Printmaster: One (1) uncompressed DVD-R of the Dolby Surround encoded stereo two-track (LT/RT) printmaster of the original language soundtrack of the Program ("Printmaster”).
d. 5.1 Uncompressed Printmaster: One (1) uncompressed DVD-R of the 5.1 printmaster, configured L, C, R, LS, RS, sub woofer, of the original language soundtrack of the Program.
e. 6+2 Uncompressed M&E (Foreign) Master: One (1) uncompressed DVD-R of the 6+2 M&E. Channels 1-6 will contain a discrete 6-track (L/C/R/LS/RS/Sub) M&E. The sound effects in this dub must be fully filled and mixed in the same manner as the domestic dub. Channel 7 is the extra or optional materials track, containing any special sound elements peculiar to the Program (e.g. grunts, groans, shouts, screams, breaths, echoes, foreign language dialogue, dialogue from on-screen radios/computers/televisions, etc.). Channel 8 is the dialogue guide track containing a mono mix of the original language.
f. 6-Track or 3-Track Uncompressed DME: One (1) uncompressed DVD-R of the 6-track DME containing separate stereo dialogue, stereo music and stereo effects tracks. If 6-track is not available, then one (1) uncompressed MO Disk of the 3-track DME containing separate mono dialogue, mono music and mono effects tracks.
g. High Definition Videotape Masters: The following high definition (“HD”) videotape masters will be delivered without commercial breaks:
(1) For 1.85:1 or 1.78:1 films:
(A) HD Cam SR 16:9 (1.33 side-matted)
(B) HD Cam SR 16:9 full frame (1.78)
(2) For 2.35:1 (or other scope measurement) films:
(A) HD Cam SR 16:9 (1.33 side-matted)
(B) HD Cam SR 16:9 full frame (1.78)
(C) HD Cam SR 16:9 (2.35)
(3) Each HD videotape master will be recorded at 1080P/23.98sf. Each HD videotape master will have the 2-track LT/RT printmaster on channels 1 and 2, the 2-track LT/RT M&E on channels 3 and 4, and the 5.1 printmaster on channels 5-10 (L/C/R/LS/RS/sub). Textless backgrounds for the main, insert and end titles will appear sixty (60) seconds after Program in each videotape master. The textless backgrounds will be color corrected to match the corresponding texted shots.
FOREIGN LANGUAGE VERSIONS (if available):
a. Dolby Surround (LT/RT) Uncompressed Foreign Language Mix: If available, oneOne (1) uncompressed DVD-R of the Dolby Surround encoded stereo two-track (LT/RT) Parisian French printmaster. of all available foreign language soundtracks of the Miniseries applicable to CPT’s territory.
b. 5.1 Uncompressed Foreign Language Mix: If available, oneOne (1) uncompressed MO DiskDVD-R of the 5.1 Parisian French printmaster of all available foreign language soundtracks of the Miniseries applicable to CPT’s Territory.
2. TRAILER:
TRAILER/PROMOTIONAL (if available):
Sony will be granted free access to any and all promo/trailer material created by Licensor or any third party. If a trailer is made for use in connection with the Miniseries of an episode of the Miniseries by Licensor or any third party at the time of delivery to CPT, or at a later date, Licensor will deliver two (2) HD CAM tapes of said trailer to CPT, 10202 West Washington Blvd., Culver City, CA, 90232, Attention: Alli Farrell, or such other address or individual as CPT shall determine. CPT shall determine, within ten (10) business days, if it shall use said trailer. If CPT elects to use said trailer, Licensor shall deliver (or grant CPT access, as designated) the following items.
2. 3. ADVERTISING/ AND PUBLICITY MATERIALS:.
Materials to be delivered to SonyCPT, 10202 West Washington Blvd., Suite 7014, Culver City, CA 90232, Attention: Kelly Guevara Alli Farrell or such other address or individual as Sony willCPT shall determine:
a. Sample copies of the one-sheet posters prepared for the release of the ProgramMiniseries (if any).
b. Original textless, layered full color key art used in the one-sheet posters specified in SectionParagraph 3(a) of this Schedule C, together with the correct advertising billing, title treatment copylines and logos for use in such one-sheets. To be provided in digital format.
c. One (1) black and white reproduction-quality unscreened textless print of newspaper advertising art and correct advertising billing, title treatment and copylines for use in such advertisements, provided in digital format (if any).
d. Not less than two hundred (200) different color images, provided in high-resolution digital format or original negatives or transparencies (if original negatives are not available) comprising production, publicity and portrait photographsMiniseries key art and episodic art, in such proportions as SonyCPT may require, each of which willshall bear an explanatory caption. In addition, Sony willCPT shall have free access to all original color negatives, transparencies and contact sheets. All such materials willshall have been pre-approved by any third parties thatwhich have approval rights thereover pursuant to talent or other third party agreements.
e. Typewritten copies of all synopses of the ProgramMiniseries, biographies of the individual producer(s), director(s), writer(s) and leading players thereof, production notes, interviews, quotes and reviews, and complete lists of the final main and end titles of the ProgramMiniseries. All such materials willshall have been pre-approved by any third parties thatwhich have approval rights thereover pursuant to talent or other third party agreements. If available, this material is to be delivered in an electronic format (i.e., a Microsoft Word document).
f. Sample digital or DVDVHS copies of all (i) television advertisements; (ii) trailer; (iii) electronic press kits (“EPKs”"EPK's"); and (iv) publicity clips, together with samples of any written press kits (complete with a “"brown bag”" set of 8x10 black and white stills) prepared in connection with the release of the ProgramMiniseries in the United States (if any).
g. Digi-Beta NTSC and PAL (as applicable for the Territory) videotape masters of all such television advertisements, EPKsEPK's and publicity clips prepared for the ProgramMiniseries, containing the following passes for trailers: Pass 1 (Texted): channels 1&2 willshall have a full stereo mix; channels 3&4 willshall have stereo mix minus narration; Pass 2 (Textless): channel 1–narration; channel 2–dialogue; channel 3–music; channel 4–effects. All other audio-visual material masters may contain just one pass with channels 1&2 having a full stereo mix and channels 3&4 having mix minus narration (if any).
h. Typewritten copies of the full transcripts of the narration dialogue and scene clips dialogue of all such television advertisements, EPKsEPK's and publicity clips. If available, this material is to be delivered in an electronic format (i.e., a Microsoft Word document) (if any).
i. The full text of all advertising credit obligations and any and all contractual restrictions, including without limitation all talent restrictions or approvals regarding the use of any Delivery Items or the likeness therein.
j. All necessary copyright and trademark notices.
4. 3. MISCELLANEOUS:.
Additional Materials to which Sony willCPT shall be granted free access during the Term or which willshall be delivered (as noted below):
d. a. All B-roll footage shot in connection with the EPK’'s, featurettes, interviews, director’s commentary, deleted scenes, bloopers or television specials or any other material created for DVDs (if any).
e. b. Any available material with respect to story boards, production designs and costume sketches.
f. c. All advertising/publicity materials created and/or developed by or for Licensor or distributors (if any).
g. d. Editor’'s script notes (i.e. a copy of the final shooting script, marked with slate and take numbers used in photographing each script scene, indicating the portion of each script scene covered by each slate and take number, with notations as to camera movement, lens used, etc.) and the Editor's code book, bearing identification of slate and take numbers of each scene by cutting print code numbers.
h. e. Licensor willshall deliver to Sony,CPT (without payment of any manufacturing, duplication, delivery, permission or other fee by SonyCPT) any and all so-called “Special Feature Material,Features” including, without limitation the ‘'making-of’' materials created in connection with the Program Miniseries, behind-the-scenes footage, b-roll, cast and/or crew interviews and commentaries (pre-approved by any third parties which may have approval rights thereover pursuant to talent or other third party agreements) for SonyCPT's use in connection with the ProgramMiniseries in accordance with the Rights granted hereunder (if any).
f. A CD or DAT and a hard drive with full pro-tools sessions or separated music stems with mutitracks containing the score masters and the controlled masters.
5.4. DOCUMENTS:.
Materials to be delivered to SonyCPT, 10202 West Washington Blvd., 6th Floor, Culver City, CA 90232, Attn: Zean BernabeKirk Hamilton, or such other address or individual as may be determined by SonyCPT:
a. Certificate of errors and omissions insurance pursuant to the terms of this Agreement. A fully-executed copy of the Agreement.
b. One (1) typewritten, English language music cue sheet in standard form showing the particulars of all music synchronized with the Program (all versions) and trailer and any other materials in connection with the Program containing licensed music.
c. Clearly legible photostatic copies of the fully-executed composers agreement(s) (if any) and valid music licenses for the performance and synchronization with the Program (all versions) and trailer(s) of all compositions and recordings contained in the soundtrack(s) thereof, permitting Sony’s use in connection with the exploitation and distribution of the Program (all versions) and trailer(s) during the Term throughout the Territory for any and all purposes and by any means, method or device now or hereafter known at no additional cost to Sony. Upon request, copies of the fully-executed soundtrack album agreement, co-publishing or administration agreement(s), the music supervision agreement and/or the written musical score for the Program will also be provided.
a. d. Clearly legible photostatic copies of all chain-of-title documents required by SonyCPT, evidencing Licensor’s proper ownership and permitting the use of any and all literary, dramatic, musical and other material used in the production of the ProgramMiniseries or upon which the Program, scriptMiniseries and/or screenplay may be based, together with certificates of authorship and proof of payment in connection with the acquisition of the necessary rights in and to such material and the exercise of all options related thereto. In addition, Licensor shall execute and deliver assignments of copyright from Licensor to CPT of all musical compositions and master recordings created for and/or first exploited in the Miniseries (including, without limitation, assignments of copyright in and to the compositions and master recordings compromising the underscore of the Miniseries).
b. As applicable, a copy of the following for Licensor: (i) certified articles of incorporation (or restated forward articles of incorporation) and a certificate of good standing (or documentation equivalent to the foregoing) from, as applicable, the state, province, or country of incorporation; (ii) if Licensor is a limited liability company, articles of organization and a certificate of good standing (or documentation equivalent to the foregoing) from, as applicable, the state, province, or country of organization; (iii) if Licensor is a limited partnership, a certified certificate of limited partnership, a certificate of good standing (or documentation equivalent to the foregoing) from, as applicable, the state, province, or country of establishment, and a limited partnership agreement, if requested by CPT; (iv) if Licensor is a d/b/a, a fictitious business statement; and (v) evidence that Licensor is a legal trust duly formed and validly existing in good standing under the laws of the applicable state, province, or country.
c. One (1) current (i.e., dated no earlier than thirty (30) days prior to the Final Delivery Date) UCC search report (“UCC Report”) (indicating all parties or entities holding secured interests in the Miniseries) from a named reputable service, pre-approved by CPT, of each of the following: (i) Licensor and, if different, the production entity that produced the Miniseries (“PSC”), from California; (ii) Licensor from the state of its incorporation (or domicile if a person) and principal place of business; (iii) PSC from the state of its incorporation and principal place of business; and (iv) Licensor and PSC from all states in which production or post-production of the Miniseries has taken place. Each UCC Report must include copies of any referenced filings.
d. Evidence satisfactory to CPT that there is no lien, charge, encumbrance or security interest in the Rights granted to CPT (other than customary liens in favor of SAG, WGA, or DGA), including, without limitation, executed releases (to the extent of the Rights granted to CPT) in form and substance satisfactory to CPT from any party to whom any such lien, charge, encumbrance, or security interest was granted (including, without limitation, from all parties disclosed in the UCC Report and/or copyright report).
e. A current (i.e., dated no earlier than thirty (30) days prior to the Final Delivery Date) copyright report issued by Thomson CompuMark.
f. A complete typewritten English language statement of all third party screen and paid advertising credit, name and likeness, and other third party obligations, restrictions and approval rights [including, without limitation, all dubbing obligations (if any), director’s editing rights, video mastering consultation or approval rights, etc.] for each individual and entity named in the billing block [with excerpts from each applicable third party agreement setting forth the precise extent and nature of such obligations, restrictions and/or approval rights], in the identical order as listed in the billing block.
g. The proposed paid ad/packaging summary, credit and billing block layout for both full- and small-sized paid ads.
h. The final copyright notice, as it appears on the billing block.
i. e. Clearly legible photostatic copies of fully-executed agreements withfor all actors and key production personnel and principal cast of the Program and all Contractual Restrictions (as defined in Section 2.1.2 of Schedule A(e.g., director, producer, writer, etc.). Upon request, copies of other talent and/or crew agreements willshall be provided to SonyCPT.
j. A current (i.e., dated no earlier than thirty (30) days prior to the Final Delivery Date) title report and opinion issued by Dennis Angel.
f. (1) Clearly legible photostatic copies of the U.S. (and, where applicable, Canadian) copyright registration certificate(s) for both the Script and Program. (If the U.S. copyright registration certificate for the Program is not yet available to Licensor at the time of delivery to Sony, a copy of the Form PA and evidence of submission and payment of deposit fees will suffice until such time as the conformed certificate becomes available; whereupon, a clearly legible photostatic copy will be immediately provided to Sony.)
k. If applicable, a copy of the WGA notice of final determination or credit on the Miniseries referenced under Paragraph 5(d)(iii), below.
l. (2) A clearly legible photostatic copy of the fully paid rating certificate issued for the ProgramMiniseries and the trailer of the ProgramMiniseries by the Classification and Rating Administration of the Motion ProgramMiniseries Association of America (“MPAA”), evidencing a rating of not more restrictive than “R.”.
m. g. (1) A complete written statement showing the exact form and manner of the main and end titles of the ProgramMiniseries (it being agreed to by Licensor, that there will be no form of credit or acknowledgement, in the ProgramMiniseries, to any employee of Sony PicutresPictures Entertainment).
n. Licensor shall procure and maintain in full force and effect standard producer’s and/or distributor’s errors and omissions liability insurance (“E&O Insurance”) issued by a nationally recognized insurance carrier (“Underwriter”) licensed in the states or countries where the Miniseries will be distributed (and assigned an A.M. Best Guide Rating of at least A:VII), covering the Miniseries with minimum limits of at least Three Million U.S. Dollars (US$3,000,000) for any claim arising out of a single occurrence and Five Million U.S. Dollars (US$5,000,000) for all claims in the aggregate. Such E&O Insurance: (i) shall provide coverage for a period of four (4) years from the Final Delivery Date (“Coverage Period”); (ii) shall carry a deductible no larger than Twenty-Five Thousand U.S. Dollars (US$25,000) (Licensor shall be responsible for all deductibles and retentions under Licensor’s policies); (iii) shall indicate Licensor as the “insured” or “named insured” party (“Named Insured”) that has entered into the E&O Insurance with the Underwriter; (iv) shall be endorsed to name CPT, its parent(s), subsidiaries, licensees, successors, related and affiliated companies, and their officers, directors, agents, employees, representatives and assigns as additional insureds (collectively and individually, “Additional Insureds”); (v) shall be endorsed by the Underwriter to indicate coverage is primary and any insurance maintained by the Additional Insureds is non-contributory; (vi) shall provide coverage for any claims related to the Miniseries, and advertising and promotion materials with respect thereto, during the Coverage Period; and (vii) should any required insurance policy described in the Agreement be cancelled before the expiration date thereof, notice will be delivered in accordance with such required insurance policy provisions; Licensor warrants that it shall maintain continuity of all required insurance policy coverages throughout the Term of the Agreement. Licensor shall deliver to CPT originals of each of the following signed by the Underwriter: (a) Certificate of E&O Insurance; and (b) Additional Insured and Primary/Non-Contributory Endorsements.
o. One (1) typewritten (or computer generated) hard copy and one (1) copy in digital format of an English language music cue sheet in standard form showing the particulars of all music synchronized with the Miniseries (all versions and episodes) and additional cue sheets for the trailer(s) and any other materials in connection with each episode of the Miniseries containing original and/or licensed music. All such cue sheets shall include for each cue: (i) the title of song; (ii) the name of the songwriter/composer; (iii) the songwriter’s/composer’s performing rights affiliation [e.g., ASCAP, BMI or SESAC]; (iv) the name of publisher; (v) the publisher’s performing rights affiliation; (vi) the type of use; (vii) the length of the use; and (viii) an indication of whether or not a master recording was licensed.
p. Clearly legible, fully-executed copies and proof of payment for any and all (i) composer agreement(s); (ii) songwriter agreement(s); (iii) performing artist agreement(s); (iv) music producer agreement(s); (v) music supervisor agreement(s); (vi) synchronization licenses; and (vii) master use licenses, all valid and sufficient to provide CPT with the right to use and perform all musical compositions and master recordings contained in the soundtrack(s) of the Miniseries (all versions and episodes) and all trailer(s), in connection with the exploitation and distribution of the Miniseries (all versions and episodes) and all trailer(s) during the Term throughout the Territory for any and all purposes and by any means, method or device now or hereafter known, at no additional cost to CPT (including, without limitation, there shall not be any download fees or mechanical reproduction fees or so-called “step” payments).
q. If applicable, clearly legible, fully-executed copies of the soundtrack album agreement, co-publishing and/or administration agreement(s) and the manuscript of the musical score for the Miniseries.
r. Valid and subsisting license agreements, from all parties having any rights in any stock footage or film clips used in the Miniseries, granting to Licensor the right to incorporate said stock footage or clips in the Miniseries (and/or in trailers and television spots for the Miniseries) and to distribute, exhibit, advertise and otherwise exploit the Miniseries or any portion thereof embodying said stock footage or clips, in any and all media throughout the universe in perpetuity and proof of payment for the foregoing; provided, however, no such fully paid license agreement shall be rejected if CPT is authorized (directly or indirectly) to exploit all Rights in the Territory during the Term as set forth in the Agreement.
s. Clearly legible copies of the U.S. (and, where applicable, Canadian) copyright registration certificate(s) for both the screenplay and Miniseries.
t. Laboratory access agreements (in the form attached hereto as Schedule F) signed by Licensor and each respective laboratory and/or facility having possession of the preprint and sound material for the Miniseries (all versions and episodes) and trailer(s), including film, sound and storage facilities.
u. One (1) copy of the final screenplay and shooting script used in connection with the production of the Miniseries.
v. Two (2) signed, dated and notarized originals of the short form Instrument of Transfer (in the form attached hereto as Schedule B).
w. Four (4) signed, dated and notarized originals of the Security Agreement and Mortgage of Copyright (in a form to be provided to Licensor by CPT).
x. A true and complete copy of the approved budget of the Miniseries in the form provided to the completion guarantor and financier(s) of the Miniseries.
(2) A complete typewritten English language statement of all third party screen and paid advertising credit (in the order in which they appear on the billing block), name and likeness and other third party obligations, restrictions and approval rights, with excerpts from each applicable third party agreement setting forth the precise extent and nature of such obligations, restrictions and approval rights attached thereto (including licenses for all applicable logos (e.g. Dolby, Ultra Stereo, SDDS, any producers logo, etc), together with a layout of the proposed paid ad credit billing block layout for both full- and small-sized paid adds. Licensor will also provide a complete statement of all dubbing obligations (if any) and any other third party restrictions and approval rights (including, without limitation, director's editing rights, video mastering consultation or approval rights, etc.), with excerpts from each applicable third party agreement setting forth the precise extent and nature of such obligations, restrictions, and/or approval and consultation rights attached thereto.
y. A true and complete copy of the detailed, itemized, final, actual, negative cost statement for the Miniseries, certified by both the production accountant and an officer of Licensor.
z. h. If the Territory includes countries outside of the U.S. and Canada, at least fifteen (15) originals of a notarized Certificate of Origin ([with no less than four (4) of which are signed and notarized in the country of origin] (in the form attached hereto as Schedule E), and a completed Questionnaire (asin the form attached to the Agreementhereto as Schedule D).
i. At least four (4) signed, dated and notarized originals of an Instrument of Transfer/Assignment of Rights, substantially in the form attached to the Agreement.
j. At least four (4) signed, dated and notarized originals of a short form Mortgage of Copyright/Power of Attorney in a form acceptable to Sony.
k. A copy of Licensor’s Certified Articles of Incorporation (or Restated Forward Articles of Incorporation) and a Certificate of Good Standing from the state of incorporation.
aa. A true and complete copy of the binding completion guaranty naming CPT as a beneficiary thereto and issued by a bond company approved by CPT, which approval shall not be unreasonably withheld.
l. Releases/Subordinations, in form and substance satisfactory to Sony, executed by all parties providing financing and completion bonds for the production and delivery of the Program or having any lien, charge or security interest in the Program or its revenues, to the extent that such lien, charge or security interest encumbers the rights granted to Sony.
ab. For payment of monies pursuant to the Agreement: (i) the complete, accurate name of the payee (whether this is Licensor or a third-party); (ii) if the payee is a third-party, a fully-executed direction-to-pay [in the form to be provided by CPT]; (iii) a complete signed IRS form W-9 for the payee [or IRS form W-8(BEN) if the payee is a non-US entity]; and (iv) full and complete payment instructions for the payee [e.g., bank name, bank address, bank telephone number, bank account name, bank ABA or routing number, bank account number, sort code/Swift code (if applicable), intermediary bank (if any), and any other special wiring instructions].
m. A current version of a Copyright Report and Title Report issued by Thomson CompuMark.
ac. One (1) copy of the compliance certification to the Attorney General of the United States of America (in accordance with 18 U.S.C. §2257A(h) and 28 C.F.R. §75.9 and as further detailed in the Agreement) and evidence that such compliance certification has been timely submitted.
n. One (1) copy of the final screenplay and shooting script used in connection with the production of the Program
ad. Product Placement: A letter, signed by Licensor, setting forth all product placement arrangements entered into in connection with the Miniseries and the consideration provided by both the supplier (e.g., payment, free or discounted product) and the production (e.g., visible display of labels, verbal mention of brand, etc.). For any non-monetary consideration received from suppliers, Licensor shall provide an estimate of the value of such consideration (in U.S. Dollars). The letter shall be accompanied by available substantiating documentation (e.g., written agreements, confirmation letters) as well as a listing of the footage notations at which all such product placements are seen or heard.
ae. o. A fully-executed copy of the Agreement.Guilds and Unions: A copy of the letter referenced under Paragraph 5(a), below.
af. p. Upon request, such other documents as SonyCPT may deem necessary or proper to evidence, maintain or effectuate any or all of the distribution, security or other rights granted to SonyCPT under any provision of the Agreement.
5. RESIDUALS.
The following material(s) shall be delivered, unless otherwise specified, to Sony Pictures Worldwide Acquisitions Inc., 600 Corporate Pointe, Box # 9034, Culver City, CA 90232-9034, Attention: John Lentz (or such other address or individual as CPT shall determine):
a. Guilds and Unions: A letter, signed by Licensor setting forth all United States and foreign guilds and unions whose members rendered services on the Miniseries.
b. SAG: If the Miniseries was produced under the jurisdiction of SAG: completed copies of the SAG “Final Cast Report” covering all actors engaged on the Miniseries, including without limitation actors rendering singing, looping and “voice-over” services in post-production.
c. DGA: If the Miniseries was produced under the jurisdiction of the DGA: (i) the name, social security number, loan-out information (where appropriate) and job description of all DGA members engaged on the Miniseries; and (ii) the DGA approval of the final main and end title credits, signed by an authorized representative of the DGA.
d. WGA: If the Miniseries is subject to WGA jurisdiction: (i) the name, address, social security number and loan-out information (where appropriate) for all writers receiving credit on the Miniseries; (ii) the WGA approval of the final main and end title credits, signed by an authorized representative of the WGA; and (iii) if applicable, a clearly legible copy of the final WGA notice of final determination or credit on the Miniseries, signed by an authorized representative of the WGA.
e. AFofM: If the Miniseries was produced under the jurisdiction of the AF of M: copies of all contracts for all AF of M members engaged on the Miniseries.
f. IATSE Seal: If any part of the Miniseries is produced in the United States, the seal of the International Association of Theatrical and Stage Employees (IATSE) and/or other guilds or unions having jurisdiction.
q. A letter, from the producer of the Program, stating that no applicable guilds were involved in the production of the Program.
g. A letter, signed and certified to be true and correct, from the producer or director of the Miniseries, setting forth: (i) which, if any, domestic and foreign unions and guilds whose members rendered services on the Miniseries; and (ii) with respect to each such union or guild listed in (i) preceding what, if any, residual obligations exist (with specificity) in connection with CPT’s exercise of its distribution rights in the Miniseries.
h. r. All original documents and information necessary for SonyCPT to comply with the residual obligations stated in x.Paragraph 5(g)(ii) preceding including, without limitation, an itemized statement of the total amounts paid to each director, writer, artist, musician and technician employed or in connection with the ProgramMiniseries together with the number of days worked by each, the social security number (or other applicable identification) of each thereof and the name of the guild or union having jurisdiction.
i. s. Where worldwide rights in all media have been “bought out,”, a letter from the producer or director setting forth with specificity the persons subject to such “buyout” and the method of buyout.
t. For payment of monies pursuant to the Agreement: (i) the complete, accurate name of the payee (whether this is Licensor or a third-party); (ii) if the payee is a third-party, a fully-executed direction-to-pay; (iii) a complete signed IRS form W-9 for the payee; and (iv) full and complete payment instructions for the payee (e.g., bank name; bank address; bank telephone number; bank account name; bank ABA or routing number; bank account number; sort code/Swift code (if applicable); intermediary bank (if any); and any other special wiring instructions).
All documentsDocuments herein willshall be subject to SonyCPT’s review and Approval, pursuant to the Agreement;approval, in its good faith business judgment, provided however, all documentsDocuments must conform to SonyCPT’s customary standards, including without limitation the following: (i) all chain of title documents, professional service agreements and music documents must include a waiver of injunctive relief by the granting party, and (ii) no such documents willshall include a right of termination (unless such right is subject to all licenses, sublicenses and subdistribution agreements entered into with respect to the Program). If any of the foregoing documents are not provided in the English language, Sony will have the right to obtain a translation thereof and deduct the costs from any monies owed to Licensor by Sony under the AgreementMiniseries).
6. FORMATS. Scripted Formats (if available and, if not available, Licensor shall use best efforts to obtain):
a. summary character descriptions/profiles
b. all “as broadcast” scripts (with stage directions) from the original Program
c. a production bible
d. set designs and plans
e. architectural and technical designs including color schemes
f. lighting plans and graphics
g. music underscore, theme songs, main and end title music on CD or DAT or DA-88 with accompanying music cue sheets;
h. DVDs of all episodes from the original Program
i. a twenty to twenty-five page single-spaced summary describing the story arcs over the entire original Program
j. ratings and demographics information for the run of the Original Series
k. all available production, marketing and sales materials;
l. log lines for each episode in the Original Series;
m. a one page summary of the “production methodology” of the original Program
SCHEDULE D
QUESTIONNAIRE FOR CERTIFICATES OF ORIGIN
(For MPEA Compliance in Selected Foreign Territories)
I. PART ONE TO BE COMPLETED BY PRODUCER/LICENSOR
Questionnaire Completed by:
(Name of Individual)
Company:
(Production Co. or Licensor)
Telephone No./Fax No.:
Date:
ORIGINAL PICTURE TITLE:
ALTERNATE TITLE (if any):
LANGUAGE OF ORIGINAL VERSION:
SUBTITLES:
(If PICTURE was previously distributed)
A) Is PICTURE Subtitled?: (Yes) (No)
B) In What Language(s)?:
COLOR/BLACK & WHITE:
LENGTH OF FILM IN FEET:
RUNNING TIME IN MINUTES:
PLACE OF PRINTING:
A) Laboratory:
B) Address:
C) City:
D) State:
E) Film Stock Used:
(Kodak, Agfa, Fuji, etc.)
GENRE: Drama, Comedy, Western, Adventure, Musical, etc.)
SYNOPSIS: (Please attach)
PRINCIPAL PHOTOGRAPH LOCATIONS:
PERIOD PRINCIPAL PHOTOGRAPHY: From: To:
COPYRIGHT NOTICE:
A) UNITED STATES: (YES) (NO)
B) Claimant/Year:
C) Other Countries:
(If Applicable)
COPIES OF COPYRIGHT CERTIFICATES: Available/Not Available
U.S. Certificate:
Other Countries: (Specify Countries)
TRADEMARK DETAIL:
NAME OF AUTHOR AND CITIZENSHIP:
A) Underlying Property:
Citizenship:
B) Screenplay Writer:
Citizenship:
C) Of Film:
Citizenship:
NAME AND ADDRESS OF OWNER:
Citizenship:
TRANSFER OF RIGHTS DOCUMENTATION: (Yes) (No)
A) Entity making Transfer:
B) Copyright Assignment of
Distribution Rights:
YEAR OF PRODUCTION:
DATE OF FIRST LAWFUL AVAILABILITY TO PUBLIC:
(If PICTURE previously distributed)
DATE AND CITY AND COUNTRY OF FIRST PUBLIC SCREENING:
(If PICTURE previously distributed)
U.S. THEATRICAL RELEASE DATE:
(If PICTURE previously distributed)
FOREIGN RELEASE DATES:
Country Date
(If PICTURE previously distributed)
NAME OF PERSON(S)/COMPANY BY WHOM ARRANGEMENT FOR THE FILM WERE UNDERTAKEN:
A) FINANCING:
B) CASTING OF PRINCIPAL PLAYERS:
C) COMPENSATION OF PRINCIPAL PLAYERS:
D) EMPLOYMENT OF PRODUCTION PERSONNEL:
E) COMPENSATION OF PRODUCTION PERSONNEL:
PRINCIPAL EXECUTIVE INVOLVED IN MAKING OF THE FILM:
Name & Title:
Citizenship:
Residence:
PRODUCER:
Citizenship:
PRODUCTION COMPANY:
DIRECTOR:
Citizenship:
CAST:
(Principal Players)
Citizenship:
NAME OF CINEMATOGRAPHER OR CAMERA MAN:
Citizenship:
PICTURE FINANCED BY:
Citizenship:
TOTAL COST OF PRODUCTION:
II. PART TWO TO BE COMPLETED BY SONY PICTURES TELEVISION INTERNATIONAL.
FOREIGN LANGUAGE TITLE:
(For applicable countries that require Certificates)
SPANISH TITLE:
(For Argentine Certificates only)
LANGUAGE OF ORIGINAL VERSION:
SUBTITLES:
A) Is PICTURE Subtitled?: (Yes) (No)
B) In What Language(s)?
COPYRIGHT NOTICE:
A) United States: (Yes) (No)
B) Claimant/Year:
C) Other Countries:
(If Applicable)
COPIES OF COPYRIGHT CERTIFICATES: Available/Not Available
U.S. Certificate:
Other Countries: (Specify Countries)
TRADEMARK DETAIL:
NAME OF AUTHOR AND CITIZENSHIP:
A) Underlying Property:
Citizenship:
B) Screenplay Writer:
Citizenship:
C) Of Film:
NAME ADDRESS AND CITIZENSHIP OF OWNER:
DATE OF FIRST LAWFUL AVAILABILITY TO PUBLIC:
DATE AND CITY AND COUNTRY OF FIRST PUBLIC SCREENING:
FOREIGN RELEASE DATES:
Country Date
NAME OF PERSON(S)/COMPANY BY WHOM ARRANGEMENT FOR THE FILM WERE UNDERTAKEN, FOR:
A) FINANCING:
B) CASTING OF PRINCIPAL PLAYERS:
C) COMPENSATION OF PRINCIPAL PLAYERS:
D) EMPLOYMENT OF PRODUCTION PERSONNEL:
E) COMPENSATION OF PRODUCTION PERSONNEL:
PICTURE FINANCED BY:
Citizenship:
DOLLAR AMOUNT INVESTED BY SONY PICTURES ENTERTAINMENT:
DISTRIBUTION RIGHTS: (Media)
DISTRIBUTION TERRITORY:
(Please circle desired certificates - Distributor to answer)
ITALY MEXICO SPAIN ARGENTINA PORTUGAL QUEBEC
TURKEY SOUTH AFRICA FRANCE TAIWAN
FRENCH LANGUAGE RIGHTS IN QUEBEC: GRANTED NOT GRANTED
DISTRIBUTION TERM:
DISTRIBUTION RIGHTS LICENSED TO:
A) Columbia TriStar Film Distributors Int'l:
B) Other Corporate Entity:
PLEASE CIRCLE DESIRED FORMAT OF CERTIFICATE: (Distributor to answer)
THEATRICAL TELEVISION HOME VIDEO
(Free/Cable Pay)
MPEA CONTACT AT SPTI:
TELEPHONE NUMBER OF CONTACT:
SCHEDULE E
CERTIFICATE OF ORIGIN
TITLE:
TERRITORY:
AUTHORIZED LANGUAGE:
TERM OF LICENSE AGREEMENT:
ORIGINAL PRODUCER:
PRODUCED BY (Company):
FILMED IN (Country):
NATIONALITY OF FILM:
YEAR OF PRODUCTION:
SOLD TO:
DISTRIBUTOR IN TERRITORY:
RUNNING TIME:
DIRECTOR:
CAST:
WRITER:
(Name of Company)
By _____________________________________________
Officer of Company
PROVINCE OF )
)ss.
)
On this _________ day of _________, 2009, before me, _______________________, a
Notary Public in and for the said Province, personally appeared (Officer of Company), know to me to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same.
WITNESS my hand and official seal.
____________________________________
Notary Public in and for said Province
SCHEDULE F
(FOR SAMPLE USE ONLY NOT FOR SIGNATURE)
LABORATORY AGREEMENT
Gentlemen and Ladies:
Reference is made to a certain television miniseries entitled “______________" ("Program").
You ("Laboratory") acknowledge that you have in your possession free of any liens, claims, charges or encumbrances, materials ("Preprint Materials") in respect of the Program sufficient for the manufacture therefrom of release prints, preprint and other duplicating material of commercially acceptable quality.
Laboratory is hereby advised that [__________________] ("Licensor") is entering into a distribution agreement (the "Distribution Agreement") with CPT Holdings, Inc. ("CPT") pursuant to which CPT has been granted certain sole and exclusive distribution rights in and to the Program in all sizes, widths, and gauges of film for non-theatrical, television and video distribution in the Territory and Term specified in the Distribution Agreement. Accordingly, Laboratory is hereby irrevocably authorized as of its receipt hereof to honor, subject to Laboratory's normal terms of business (and subject to the making of credit arrangements satisfactory to Laboratory), and Laboratory hereby agrees to honor at prices not exceeding Laboratory's then prevailing rates for like work, all orders of CPT, its successors, licensees and assignees for positive prints and other materials (including preprint and duplicating materials) of any and all kinds and to deliver the same as instructed by CPT, or its said successors, licensees and assignees, upon the following understanding:
1. All laboratory services and materials ordered by CPT or Licensor, respectively, or their respective successors, licensees and assignees shall be at the sole cost of the party which ordered such services and materials and the Laboratory shall look solely to such party for payment of such charges as may be incurred and neither CPT, its successors, licensees or assignees, nor Licensor, its successors, licensees or assignees shall be responsible for any laboratory service or materials ordered by any other party with respect to the Program.
2. Laboratory will neither assert against CPT, its successors, licensees or assignees nor Licensor, its successors, licensees or assignees any lien against any of the Preprint Material by reason of any unpaid charges incurred by the other of the said parties or by any other party.
3. Laboratory will not refuse to honor any of the orders of CPT, its successors, licensees or assignees or any of the orders of Licensor, its successors, licensees or assignees, for positive prints or any pre-print materials of the Program by reason of any unpaid charges incurred by any other party.
4. None of the Preprint Material may be removed from the Laboratory without the joint written consent of Licensor and CPT or their respective successors or assignees; provided however, that during the term of the Distribution Agreement all positive prints and other materials (including preprint and duplicating materials) that may be made by Laboratory for the account of CPT, Licensor or their respective successors, licensees or assignees may be removed from Laboratory at the request of the party ordering the same and Laboratory shall deliver the same as instructed by such party.
5. The instructions contained herein are irrevocable may not be altered or modified except by a written instrument duly executed by CPT and by Licensor or CPT's and Licensor's respective successors or assignees. By your signature below, you acknowledge that you have in your possession or under your control the above described Preprint Materials and that you consent and agree to the foregoing.
Very truly yours,
Sample Form – Not for signature
Licensor
Laboratory:____________________________
By:
Title:
AGREED AND ACCEPTED:
CPT HOLDINGS, INC.
By:
Title:
SCHEDULE G
CERTIFICATION
________________ [date]
FROM: [name of executive officer executing certification]
TO:
Attorney General of the United States of America
Department of Justice
950 Pennsylvania Avenue, NW
Washington, DC 20530-0001
RE: Certification Pursuant to 18 U.S.C. § 2257A(h) & 28 C.F.R. § 75.9
This letter is submitted on behalf of [_________] a corporation organized and existing pursuant to the laws of _________, and the producer of the motion picture tentatively titled “___________”.
Statement of Eligibility
[________________] is permitted to avail itself of the exemption set forth in 18 U.S.C. §2257A(h)(1)(A) or 18 U.S.C. §2257A(h)(1)(B) and 28 C.F.R. §75.9.
The visual depictions produced by [______________] either: (i) are intended for commercial distribution and are created as part of a commercial enterprise that meets the requirements of 18 U.S.C. §2257A(h)(1)(A)(ii), and are not produced, marketed or made available to another in circumstances such that an ordinary person would conclude that they contain a visual depiction that is child pornography as defined in 18 U.S.C. §2256(8); or (ii) are subject to regulation by the Federal Communications Commission acting in its capacity to enforce 18 U.S.C. §1464 regarding the broadcast of obscene, indecent or profane programming, and are created as part of a commercial enterprise that meets the requirements of 18 U.S.C. §2257A(h)(1)(B)(ii).
Certification Statement
The undersigned hereby certifies that [__________________] regularly and in the normal course of business, collects and maintains individually identifiable information regarding all performers, including minor performers, employed by [_______________] pursuant to tax, labor, and other laws, labor agreements, or otherwise pursuant to industry standards, where such information includes the name, address and date of birth of the performer, in accordance with 28 C.F.R. §75;
Sincerely,
[Signature of CEO or other executive officer of entity making certification]
Document comparison by Workshare Compare on Thursday, September 12, 2013 3:27:15 PM
|Input: |
|Document 1 ID |file://G:\Acquisitions\The Disciples\ATI - Sony Acq Agmt (03Apr09-final2)ctv.doc |
|Description |ATI - Sony Acq Agmt (03Apr09-final2)ctv |
|Document 2 ID |file://G:\Acquisitions\The Disciples\Associated Television-CPT Distribution Agmt (The |
| |Disciples) (12SEP13) maa.docx |
|Description |Associated Television-CPT Distribution Agmt (The Disciples) (12SEP13) maa |
|Rendering set |Standard |
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|Style change |0 |
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|Total changes |2396 |
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