DISTRIBUTION AGREEMENT
DISTRIBUTION AGREEMENT
This Agreement (the “Agreement”) entered into as of June 10, 2008April 1, 2009 (“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 ASSOCIATED TELEVISION INTERNATIONALMASTERS OF ILLUSION, INC., a Nevada Corporation, with an address at [PLEASE INSERT ADDRESS]4401 Wilshire Boulevard, Los Angeles, California 90010 (“Licensor”) with respect to SPTI’s exclusive Rights in the Territory in the Programs (as such terms are defined below), all as more particularly set forth below:
Definitions. Capitalized terms set forth herein, unless elsewhere defined, shall have the meanings set forth below.
“Distribution Expenses” shall mean all costs and expenses incurred in connection with the release, delivery, marketing, distribution and exploitation of the Programs and the Rights (as defined in Article 4), including, without limitation, all expenses for advertising, marketing, promotion, merchandizing, and publicity of the Programs; all expenses for the full and complete delivery 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), whether 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); foreign language dubbing and/or subtitling; any Third Party Payments (as defined at Section 8.1), and all other usual distribution costs customarily incurred.
“Licensed Languages” with respect to the Programs shall mean all languages and dialects.
“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.
“Programs” shall mean thirteen (13) episodes of the Series.
1.4 “Programs(s)Series” shall mean (i) the thirteen (13) one broadcast-hour live actionepisodic television episodes of the series entitled, “MASTERS OF ILLUSION: IMPOSSIBLE MAGIC” and any and all future episodes and seasons thereof; and (ii) the television awards show currently entitled “2008 WORLD MAGIC AWARDS” with a run-time of approximately [one-hundred twenty (120) minutes] (each a “Program”, collectively, the “Programs”)”.
1.5 “Term” shall have the meaning assigned in Section 3 of the Agreement.
1.6 “Territory” shall mean the universe excluding the fifty (50) United States. Notwithstanding the foregoing, those (ia) ships and aircraft registered in and/or flying the flag of any country in the Territory other than the fifty (50) United States; (iib) marine installations including oil rigs serviced from any country in the Territory; (iiic) military installations at which armed forces of any country in the Territory other than the fifty (50) United States are stationed; and (ivd) 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 hereunder.
1.7 “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.
1.8 “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, anddownload 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.
1.9 “Video Rights” shall mean and include the right to manufacture, advertise, promote, distribute and otherwise exploit audio visual programming, whether embodied in intangible or electronic form or physical medium, by any basis (including, without limitation, by sale, rental or subscription),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 or sublicensees, in all versions, resolutions (including, without limitation, standard, down-res and high definition (e.g., Blu Ray and HD DVD)), formats, and sizes. , 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.
“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. SPTI’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”):
The Series consists of a minimum of thirteen (13) episodes and is not open-ended.
2.1 Full execution of this Agreement.
2.2 SPTI’s receipt and approval of all chain of title documents relating to the Programs, 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 Programs and the documents establishing Licensor’s rights in the Programs through the Term hereof.
2.3 SPTI’s receipt and approval of all documents (and other materials) necessary: (i) to establish Licensor’s valid copyright (under applicable law) of the Programs throughout the Term hereof and (ii) for SPTI to file in the 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 SPTI hereunder.
2.4 The Final Delivery Date for the Programs shall be no later than January 1,April 30, 2009, unless otherwise modified by SPTI in writing.
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, SPTI shall have an exclusive Right 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” with regard to 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 SPTI in writing of the terms thereof (the “Notice”) and allow SPTI ten (10) days after receipt of such Notice within which to match such offer. If SPTI materially matches such Third Party Offer within ten (10) days of receipt of Notice, SPTI shall be granted the rights to such extension of the Initial Term. If Licensor has not received notice from SPTI within ten (10) business days of SPTI’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 SPTI 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 SPTI and SPTI (or such affiliate) 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”.
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.
3.2 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.
Rights.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor hereby grants to SPTI the sole, irrevocable and exclusive right, under copyright, throughout the Term, to (and cause and license others to) exhibit, distribute, market, display, transmit, broadcast, perform, advertise, publicize, exploit, sell, license, derive revenues from, rent, dispose of and otherwise communicate publicly or privately and/or turn to account the Television Rights and, the Mobile Rights, and the Video Rights in the Programs (and itstheir themes and other elements), 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.
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.
4.2 In addition, and without limiting the generality of the foregoing, such Rights granted to SPTI shall include without limitation the sole, exclusive and irrevocable right to (and cause and license others to) (i) use clips from the Programs, cut and use trailers, engage in all customary promotional and marketing activities regarding the Programs, including without limitation the exclusive right to engage in marketing, advertising, promotion, “co-promotions” and “commercial tie-ins”, (collectively, “Advertising”) 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 5.3) 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 approved 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); (v) edit and permit the editing of (and make changes and modify) all prints and copies of the Programs 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), for insertion of commercials for edits required to accommodate the media of distribution allowed hereunder, for chaptering, 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) 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, all of which shall be the sole property of SPTI; (vii) include SPTI’s (or one or more of SPTI’s affiliates, licensees or subdistributors) name, logo, trademark or emblem in such manner, position, form and substance as SPTI may elect on the prints of the Programs, and on all advertising and publicity material for the Programs together with such words as SPTI may elect indicating that the Programs is being distributed by SPTI 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 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 SPTI or in connection with any merger, consolidation, reorganization, sale of all or substantially all of its related assets or similar transaction.
4.3 Licensor agrees that SPTI shall have an exclusive Right of First Negotiation and Last Refusal to acquire rights in and for any derivative work based on any part of a Program, and/or its themes or other elements, including without limitation any sequels or spin-offs, produced, owned, or controlled by Licensor or any affiliated or related company involving the Programs (each a “Derivative Work”). A “Right of First Negotiation and Last Refusal” with regard to any Derivative Work shall mean that Licensor shall notify SPTI in writing no later than fifteen (15) days (“Derivative Work 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 of receipt of such Derivative Work Notice whether it intends to so license such Derivative Work. If SPTI elects not to so license the Derivative Work, then Licensor shall be free thereafter to make and/or receive offers from third parties with respect to such Derivative Work (“Third Party Derivative Work Offer”); provided that before accepting a Third Party Derivative Work 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 Derivative Work Offer within five (5) business days of receipt of the Third Party Offer Notice, SPTI shall be granted the rights to such Derivative Work. 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.
4.4 The rights described in this Article 4 shall be referred to herein as the “Rights”.
4.5 Concurrently herewith, Licensor shall executedeliver an executed Instrument of Transfer for the Programs in the form, attached hereto as Schedule A attached hereto and incorporated herein by this referenceExhibit A, concurrently upon the execution of this Agreement.
4.6 Licensor shall not exploit or authorize the exploitation of the Video Rights with respect to the Programs outside the Territory where such exploitation infringes or is intended to infringe on SPTI’s exploitation of its rights within the Territory.
Delivery.
Licensor shall, at its sole cost and expense, deliver to SPTI with respect to the Programs andall elements and materials set forth on Exhibits B, C and D together with all available advertising and promotional materials and all the elements and materials set forth on Schedule B(including without limitation, trailers, one-sheets, and EPKs) (the “Delivery Items”) in each case free and clear for exploitation, which Schedule is attached hereto and incorporated herein by this reference, no later than January 1,April 30, 2009. “Delivery” shall mean, with respect to the Programs, SPTI’s receipt, at Licensor’s sole cost and expense, and technical acceptance of all of the Delivery Items listed in Schedule BExhibits B, C and D attached hereto, and SPTI’s Approval (as defined at Section 5.2) of such Delivery Items according to the procedures set forth below. Delivery shall be made to SPTI at the addresses as set forth in Schedule BExhibits B, C and D.
SPTI 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 SPTI pursuant to this Agreement are and shall be of first class technical quality suitable for no less than first class exhibition of each Program. In the event that SPTI, in its good faith business judgment determines that any Delivery Items delivered in respect of each Program 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, SPTI 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), SPTI shall have the right to inspect such Delivery Item(s). If SPTI in its sole discretion determines that such replacement Delivery Item(s) are not of a technical quality suitable for first class exhibition and are not free of all technical defects, SPTI shall provide Licensor with notice thereof and Licensor shall have another ten (10) business days to deliver acceptable replacement Delivery Item(s). If SPTI has not sent a notice within ten (10) business days of receipt of a Delivery Item (provided that SPTI’s appropriate review of such item is not dependent upon SPTI’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, SPTI 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 (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) promptly reimbursed to SPTI 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’s obligations hereunder with respect to such Program(s), in which event, upon demand, Licensor will pay SPTI a sum equal to all unrecouped costs and expenditures incurred by SPTI in respect of such terminated Programs. If Licensor fails to reimburse SPTI, or pay unrecouped costs and expenditures as set forth above, without prejudice to any other right or remedy it may have, SPTI 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 SPTI of incomplete Delivery of Delivery Items with respect to the Programs or release or other exploitation of the Programs shall not constitute a waiver of SPTI’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.
Special Feature Material. Licensor agrees herein to provide SPTI (without payment of any manufacturing, duplication, delivery, permission or other fee by SPTI) any and all so-called special feature or bonus material including, without limitation, the “making of” materials created in connection with the Programs, 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 Programs (as more specifically detailed in Schedule B hereto) (“Special Feature Material”) for SPTI’s use in connection with the Programs 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 SPTI in accordance with this Agreement.
Credits/Editing.
As soon as shall be practicable but in no event later than upon the Final Delivery Date for the Programs, Licensor shall deliver to SPTI a complete written statement showing the exact form and manner of the main and end titles of each Program, copyright and trademark notices, 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. SPTI shall not be obligated to give paid ad credit in any paid advertising which SPTI customarily deems to be “Excluded Ads”, subject to customary exclusions. No casual or inadvertent failure of SPTI 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 SPTI, 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, SPTI shall use commercially reasonable efforts to correct such credit as soon as practicable with respect to new or additional materials subsequently created.
SPTI shall have the right, at its discretion, to make any and all changes and modifications in the Programs (including the Programs’ title(s)) which SPTI 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 shall have the right to make such modifications itself and any costs associated therewith shall be withheld from Licensor’s Share (as such term is defined in Section 10 below). Licensor agrees to cooperate with SPTI to clear customs, registrations and censorship or similar authorities and any fees associated therewith may be deductible from any amounts payable to Licensor, including without limitation the Licensor’s Share.
Distribution Fee. In connection with SPTI’s exploitation of the Rights, SPTI shall retain a distribution fee in an amount equal to twenty-five percent (25%) of Gross Receipts from exploitation in the Territory of the Rights (“Distribution Fee”).
Certain Expenses.
Third Party Payments. As between Licensor and SPTI, Licensor shall be responsible for, and shall pay, all third party payments that may become payable as a result of SPTI’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, artistic, musical, technological and/or intellectual property fees, reuse fees, and participations in the proceeds (net or gross) of the Programs. If Licensor fails to make such payments, without limiting SPTI’s rights and remedies, SPTI 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 and such amounts shall not be subject to the Distribution Expense Cap as set forth in Section 10.1.2.
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.
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.
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:
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.
Payments and Accounting Statements.
SPTI shall have the right to cross-collateralize the Gross Receipts (after SPTI deducts its Distribution Fees) earned for exploitation of the Rights in the Programs throughout the Territory and the Term for purposes of recouping the Distribution Expenses and Third Party Payments, and calculating Licensor’s Share.
Subject to Section 9 hereof, SPTI shall credit Licensor’s Share to the Programs to Licensor within:
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 Subject to Section 9 hereof, SPTI shall credit Licensor’s Share to the Programs to Licensor within 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.
Licensor hereby directs SPTI to make all payments for the Programs in U.S. Dollars to Licensor at the following bank account:
[PLEASE INSERT PAYMENT INFORMATION BELOW]
Bank Name: City National Bank
Bank Address: 400 N. Roxbury Drive, Beverly Hills, CA 90210
Account No.:
Swift Code: CINAUS6L
ABA Number: 122 01 6066
Account Number: 001 150 189
Account Name: Associated Entertainment Releasing
SPTI shall account to Licensor and provide customary participations statements 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) thereafter 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 Programs exceed Gross Receipts reported for the Programs, 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.
SPTI shall not be liable for any default or delay in payments from any licensee of SPTI with respect to the Programs, provided that SPTI shall take commercially reasonable steps to cause such licensee to pay any monies owed by such licensee in connection with its license of the Programs.
Books of account in respect of the distribution of the Programs, and other rights referred to in the Agreement relating to the distribution of the Programs (which books of account are hereinafter referred to as "records"), shall be kept at SPTI’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 SPTI and not to any subdistributors of the Programs). 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 rendered hereunder. Any such audit shall be conducted only by a certified public accountant (subject to SPTI reasonable approval) during reasonable business hours and in such manner as not to interfere with SPTI’s normal business activities and shall not continue for more than twenty (20) consecutive business days (SPTI approves any of the so-called "Big-Four" accounting firms). 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 anyway relating to, any transactions had by SPTI, or its licensees, in connection with the Programs 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 SPTI 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 SPTI’s records is limited to the Programs and under no circumstances shall Licensor have the right to examine records relating to SPTI’s business generally or any other program for the purpose of comparison or otherwise.
Licensor Covenants, Representations and Warranties; Indemnity.
Licensor hereby covenants, warrants and represents to SPTI that: (a) it is a corporation duly formed and validly existing in good standing under the laws of the state of incorporation, it is the sole and exclusive owner of the rights granted to SPTI 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 Program licensed hereunder and in the literary, dramatic and musical material upon which such Program 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 with a copy of the application for copyright and a conformed certificate of the same; (c) the Rights, the revenues derived from the Rights and the Programs, when delivered to SPTI 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 Programs, the underlying material upon which the Programs are 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 it 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 SPTI in respect of, or as result of, any use by SPTI of the Programs or exercise of its Rights hereunder; (d) Licensor has secured and will maintain all of the rights, permissions and licenses (including all music licenses) required to enable SPTI to fully exploit the Programs pursuant to the terms of this Agreement including, without limitation, the right to use any performers’, or real persons’ (whether living or dead) names, likenesses 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 (including the music contained therein) nor SPTI’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 Likeness) and does not contain any language or material which is libelous, slanderous or defamatory; (g) there is not now outstanding any litigation or threatened litigation or any claims, demands, investigations or threats of claims with respect to the Programs, the dramatic or musical material upon which the Programs are based, or which is used therein, or the physical properties thereof; (h) 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 SPTI’s Rights hereunder; (i) the non-dramatic performing rights to all music contained in the Programs 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 SPTI in connection with the exploitation of the Rights granted hereunder (in which event such rights are hereby assigned to SPTI to the extent necessary for the exercise of SPTI’s Rights hereunder); (j) Licensor has obtained all of the rights, permissions and licenses from the applicable artists producers, record companies, songwriters, composers, and publishers required to enable SPTI 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 Program Music contained in the Programs in connection with the Rights granted to SPTI hereunder, (2) all Rights in connection with master recordings newly recorded for or first exploited in connection with the Programs, 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) SPTI 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 SPTI or its licensees of the Rights granted to SPTI hereunder; (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 Programs or the underlying properties of such Programs 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 SPTI to exploit the Programs 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 SPTI as part of the chain of title documents hereunder.
Licensor shall indemnify, defend and hold harmless SPTI (and SPTI’s affiliates, and its and their respective directors, officers, employees, agents, representatives, successors, assigns and licensees) (collectively, the “SPTI 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 SPTI Indemnified Parties by reason of any breach by Licensor of any of Licensor’s representations, warranties, undertakings and covenants hereunder. 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 12.2 and which comes to such party’s attention; provided however, that any failure of SPTI to notify Licensor of any such event shall reduce Licensor’s indemnification obligation only to the extent Licensor is prejudiced by such failure. Upon SPTI’s request, Licensor shall from time to time advise SPTI or SPTI’s counsel of any developments as to any claim or action which is or may be covered by this Section 12.2 and shall consult with SPTI or SPTI’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 SPTI may participate in the defense thereof at SPTI’s own expense. It is agreed, however, that Licensor may not settle any claim or action without SPTI’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 SPTI’s Rights hereunder.
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 three (3) years after the Final Delivery Date, which policies shall be endorsed by the insurance carrier, name the SPTI 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 SPTI Indemnified Parties is neither primary nor contributory and may not be cancelled without first providing the SPTI Indemnified Parties with thirty (30) days written advanced notice of cancellation or non-renewal. Licensor shall deliver to SPTI a certificate evidencing such insurance concurrently with the execution of this Agreement, and as more specifically set forth at Schedule B attached hereto.
SPTI Representations and Warranties.
SPTI hereby represents and warrants to Licensor that: (a) SPTI 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 SPTI enforceable against SPTI 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 SPTI and the consummation by SPTI of the transactions contemplated hereby have been duly authorized and no other corporate proceeding or consent on the part of SPTI is necessary to authorize this Agreement and the transactions contemplated hereby; and (c) SPTI will take no action in the course of its Rights hereunder or the distribution of any Programs 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.
SPTI 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 or any breach by SPTI of any of SPTI’s representations, warranties, undertakings and covenants hereunder or by reason of SPTI’s distribution of the Programs 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 13.2 and which comes to such party’s attention; provided, however, that any failure of Licensor to notify SPTI of any such event shall reduce SPTI’s indemnification obligations only to the extent SPTI is prejudiced by such failure. Upon Licensor’s request, SPTI 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 13.2 and shall consult with Licensor or Licensor’s counsel as to the determination of major policies of defense or settlement, but SPTI 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.
Default.
SPTI shall be in default of this Agreement if (a) SPTI fails or refuses to perform any of its material obligations hereunder or breaches any other material provision hereof, or (b) SPTI becomes insolvent or appoints a receiver or a petition under any bankruptcy act shall be filed by or against SPTI (which petition, if filed against SPTI, shall not have been dismissed within 30 days thereafter), or SPTI executes an assignment for the benefit of creditors, or SPTI 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 an “SPTI Event of Default”). Immediately upon the occurrence of an SPTI Event of Default under subclause (a) that is not curable, or an SPTI Event of Default under subclause (b), or if SPTI fails to cure an SPTI Event of Default under clause (a) that is curable within thirty (30) days after delivery by Licensor to SPTI 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, terminate this Agreement, in each case by giving written notice to SPTI.
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 SPTI to Licensor of a written notice of such failure or breach, then SPTI 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.
Notwithstanding anything to the contrary contained in Sections 14.1 or 14.2, 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.
Copyright. Licensor hereby acknowledges and agrees that the Programs 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. SPTI may, in its own name (or in the name of the copyright proprietor), take such steps as SPTI may deem necessary or appropriate by action at law or otherwise, to prevent any unauthorized reproductions, exhibition or distribution of the Programs, any infringement of the copyright of the Programs or any impairment of or encumbrance on the Rights granted to SPTI hereunder. Licensor agrees that upon the request of SPTI it shall promptly execute and deliver to SPTI such additional documents as SPTI may reasonably need in connection with the foregoing and Licensor hereby irrevocably appoints and designates SPTI as its attorney-in-fact to exercise and file all such documents requested by SPTI pursuant to this Section 15, with a copy of any such filed document to be provided to Licensor upon request. This power-of-attorney is coupled with an interest.
Distribution/Exploitation. SPTI shall have absolute discretion concerning the exploitation of the Programs, including without limitation the right to release and distribute (and/or refrain from releasing and distributing) the Programs 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. SPTI 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 Programs and the Rights, nor does SPTI guarantee the performance of any contract for the exhibition of any Programs. Licensor hereby releases and discharges SPTI from any and all liabilities for any loss or damage which Licensor may suffer by reason of SPTI’s failure to release, market, advertise or exploit any Programs, or to exercise any of the Rights. Notwithstanding anything to the contrary contained herein, SPTI shall have the right, in SPTI’s sole discretion, to withhold distribution of any Programs or to withdraw any Programs from distribution anywhere in the Territory at any time during the Term.
Further 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.
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 delivered 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:
[PLEASE INSERT CONTACT INFORMATION]
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 SPTI:
SONY PICTURES TELEVISION INTERNATIONAL
10202 West Washington Boulevard
Culver City, California 90232
USA
Attn.: President
TelecopyTelecopier No.: 1-310-244-6353
With a copy to:
SONY PICTURES ENTERTAINMENT INC.
10202 West Washington Boulevard
Culver City, California 90232
USA
Attn.: General Counsel
TelecopyTelecopier No.: 1-310-244-05106353
Miscellaneous Terms.
Licensor hereby acknowledges that the Programs and the Rights granted to SPTI hereunder for the Programs are of a special, unique and extraordinary character which gives them a peculiar value, for the loss of which SPTI 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 5 hereof) will cause SPTI 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 SPTI’s ability to exploit the Rights, SPTI 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 SPTI may have for damages or otherwise. Notwithstanding any other provision of this Agreement, Licensor’s sole remedy for any breach by SPTI 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 SPTI 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.
SPTI may freely assign and transfer this Agreement or 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 approval.
This Agreement may not be amended or modified, nor may any provision thereof be waived, except 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.
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.
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.
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.
Governing Law/ Dispute Resolution
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.
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 19.7 (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.
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 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.
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 SPTI, 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 SPTI, 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 19.7 shall supersede any inconsistent provisions of any prior agreement between the parties.
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.
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.
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.
This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement understandings, or representations relating to the subject matter of this Agreement.
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 instrument in writing signed by Licensor and SPTI.
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, |ASSOCIATED TELEVISION INTERNATIONALMASTERS OF ILLUSION, INC. |
|INC. | |
| | |
| | |
|By: |By: |
| | |
|Title: |Title: |
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|Date: |Date: |
SCHEDULE AEXHIBIT A
Instrument of Transfer
[NOT FOR ACTUAL SIGNATURE]
Reference is hereby made to that certain distribution agreement (the “Agreement”) dated as of June 10, 2008 by and between Associated Television International, a corporation duly incorporated and validly existing and in good standing under the laws of [PLEASE INSERT STATE AND COUNTRY OF INCORPORATION]April 1, 2009 by and between Masters of Illusion, Inc. (“Producer”) and Sony Pictures Television International, a division of CPT Holdings, Inc. (“Company”).
For good and valuable consideration, the receipt of which is hereby acknowledged by the parties, pursuant to the terms of the Agreement, Producer hereby irrevocably transfers, grants and assigns to Company the sole and exclusive “Rights” to (i) the thirteen (13) one broadcast-hour live action television episodes of the series entitled,Rights in and to the program presently entitled “MASTERS OF ILLUSION: IMPOSSIBLE MAGIC” and (ii) the television awards show currently entitled “2008 WORLD MAGIC AWARDS” with a run-time of approximately [one-hundred twenty (120) minutes],the “Program”) and any and all of such Programs’Program’s elements as the same presently exists and/or hereafter shall come into being (each a “Program”, collectively, the “Programs”) in the “Territory” during the “Term” (as may be extended) (each as defined below and more specifically set forth in the Agreement).
The “Rights” shall mean and include the sole, irrevocable and exclusive right, under copyright, throughout the Term, to (and cause and license others to) exhibit, distribute, market, display, transmit, broadcast, perform, advertise, publicize, exploit, sell copies of, derive revenues from, rent, dispose of and otherwise communicate publicly or privately and/or turn to account the Television Rights and, the Mobile Rights, and the Video Rights in the Programs (and itstheir themes and other elements), and trailers and clips and excerpts therefrom in the Licensed Languages in the Territory for the Term.
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 to the Final Delivery Date unless otherwise terminated earlier as set forth in the Agreement. Company 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.
Producer hereby irrevocably appoints Company as its attorney-in-fact, with full power and authority to do all such acts and things, and to execute, acknowledge, deliver, file, register and record the Programs, and all 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 and on behalf of Producer, as Company may deem necessary or proper to accomplish the same, this being a power coupled with an interest. Such appointment will be effective with respect to any such acts and things only if Producer fails to do any such acts and things within 10 days after Company’s request therefor.
Company is hereby empowered to bring, prosecute, defend and appear in suits, actions and proceedings of any nature, 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 such 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 but shall be treated as Gross Receipts underin accordance with the Agreement.
Dated: As of [Date] ASSOCIATED TELEVISION INTERNATIONAL_______________ MASTERS OF ILLUSION, INC.
By:
Its:
State of California )
)
County of ____________________ )
On _____________________, before me, personally appeared, ____________________
___________________________________, personally known to me (or 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.
WITNESS my hand and official seal
__________________________________
NOTARY PUBLIC
SCHEDULE BEXHIBIT B
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.
PRIMARY REQUIREMENTS
A. Video Requirements
1. 1-HD 1080/60i and 1-HD 1080/50i, 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.) Each show must have all textless material :30 sec after end of program logo. All textless material includes Main Titles, generic, inserts, and episodic, for the opening and closing for each episode.
B. Audio Requirements
1. (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 tools sessions. The required separate tracks are noted above. The file names are to be representative of what the files contain. (i.e. The Stereo Left Dialogue only, should be named “Stereo_Dialogue”)
The Pro Tool sessions 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)
2. One (1) DAT - all music written and/or recorded
3. One (1) DAT - Theme of series/pilot
C. Documentation
1-As Broadcast Continuity Script (English) per episode (prefer computer file, if available)
1-Music Cue Sheet per episode
1-Final Credits List
SECONDARY REQUIREMENTS
A. Documentation
1. Original Language and English as-Broadcast Script (Computer file if available)
2. One (1) Staff & Crew List (If available)
3. One (1) Shooting & Taping Schedule (If available)
4. One (1) Final Credits (If available)
5. Edit Decision List - if shot on film, must contain film keycodes.
6. Code Book, Lined Script (Film Production Only)
7. Laboratory Access Letter for original film material (Film Production Only)
B. Music
1. Music Cue Sheets
2. Composer Agreements (include I-9 & W-9/4)
3. CD or DAT of the masters
4. All Source Music Licenses (Sync and Master use, as applicable)
5. Certificates of Authorship
6. Any/All documents with union, guild, or similar reuse/renewal implications
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
Sony Pictures Entertainment
WPF/CPS Attn: Calvin Jones
10202 W. Washington Blvd.
Culver City, CA 90232, USA
All Music Delivery:
Bernadette Lingle (310) 244-2771
Sony Pictures Entertainment
SPP# 551
10202 W. Washington Boulevard
Culver City, CA 90232, USA
TECHNICAL REQUIREMENTS:
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 must have continuos NON-DROP Frame timecode if originated on film or 1080/24p.
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 Ratio conversion must be easily made 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 production logos followed by the appropriate Sony Pictures Entertainment logo, must be at the tail of each episode. (see contract for correct logo)
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.
5. Component serial digital signal paths should be maintained throughout the post production process in creating the digital master.
6. Video must be free of drop outs, glitches and other technical flaws.
7. All commercial blacks are to be pulled between :01 and :02 seconds in length.
8. No in-show bumpers, i.e. commercial in or out bumpers.
9. Rapid detailed motion credits are to be kept to a minimum and within 4:3 center, picture safe area. Static credit cards are preferable to crawls for reasons of standards conversion.
10. Consolidated episodes (i.e. special 1 hour of Seinfeld) must be delivered in original length format (i.e. 2-1/2 hour episodes).
11. No Time Compression, Time Expansion, Enhancement, Noise Reduction or Electronic Dirt Concealment Process.
12. No Network ,TV Ratings, Closed Captioning or In-Stereo logos are permitted.
13. No Hi-8 or consumer quality source material to be utilized unless inserted digitally inside a graphics mask or prop TV.
14. No voice overs for bumpers i.e.. "We’ll Be Right Back" in program.
15. No crushed blacks or clipped whites.
16. No address, telephone number, or Web Page references in program.
17. Labeling & Slating:
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 of the season of production and the last two digits of the episode number reflective of 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. 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.
[pic] [pic]
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:
[pic]
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:
[pic]
[pic]
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
Capitalized terms used but not defined herein shall have the same meaning as set forth in the Agreement by and between Sony Pictures Television International, a division of CPT Holdings, Inc. and Associated Television International, to which this Schedule is attached.
EXHIBIT D
HOME VIDEO ASSET DELIVERY SCHEDULE
Licensor shallwill thoroughly QC, and review for content, all picture and audio elements prior to delivery to SPTISony.
SPTISony 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 SPTISony, which shallwill include Licensor’s original deliverables to SPTISony and all items, if any, created by SPTISony.
Licensor shall Deliver the following for each Programs:Licensor shallwill manufacture no video or audio deliverables for SPTISony until Licensor is in receipt of SPTISony’s video and audio technical specifications. Please contact David HawkBrad Word, or such other individual as SPTI shallSony will determine, for said technical specifications.
1. 1. FEATURE:
The following materials shallwill be delivered, unless otherwise specified, to SPTISony, 10202 West Washington Blvd., Culver City, CA 90232, Attention: David HawkBrad Word, or such other address or individual as SPTI shallSony will determine:
a. Electronic Copy: One (1) detailed combined dialogue and action continuity and spotting list for each version of the completed Programs and trailerpicture, in the form specified by SPTISony and conforming in all respects to and with the action and dialogue contained in each such version, in a form and condition suitable for use in dubbing, subtitling and submission to censorship authorities in the Territory. Translations of each such list to be provided as applicable to the Territory. This document shallwill be e-mailed to David HawkBrad Word or such other individual designated by SPTISony.
b. 5.1 Uncompressed Final Mix Stems: One (1) uncompressed Magneto Optical (“MO”) DiskDVD-R of each of the 5.1 dialogue, music, effects and foley stems. Each stem must be in perfect synchronization with the final version of the picture.
c. 35mm Interpositive: Access to one (1) 35mm brand new, fully timed and graded, no-splice, acetate interpositive (academy flat, academy cinemascope or super 35, as applicable).
d. 35mm Textless Backgrounds Interpositive: Access to one (1) 35mm brand new fully timed and graded, acetate interpositive (academy flat, academy cinemascope or super 35, as applicable) of the textless backgrounds to the main, insert and end titles of the Programs (unless the main, insert and/or end titles of the Programs appear on a black/blank screen), made from the original negative of the textless backgrounds. The textless backgrounds shall include all photographic effects present in the corresponding titled final version of the picture, such as fades, dissolves, blow ups, freeze frames, multiple exposures, etc.
a. e. Dolby Surround (LT/RT) Uncompressed Printmaster: One (1) uncompressed MO DiskDVD-R of the Dolby Surround encoded stereo two-track (LT/RT) printmaster of the original language soundtrack of the ProgramsProgram ("Printmaster”). The Printmaster shall be in perfect synchronization with the final version of the picture.
b. f. 5.1 Uncompressed Printmaster: One (1) uncompressed MO DiskDVD-R of the 5.1 printmaster, configured L, C, R, LS, RS, sub woofer, of the original language soundtrack of the Programs. The 5.1 printmaster shall be in perfect synchronization with the final version of the pictureProgram.
c. g. 6+2 Uncompressed M&E (Foreign) Master: One (1) uncompressed MO DiskDVD-R of the 6+2 M&E. Channels 1-6 shallwill 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 and in perfect synchronization with the final version of the picture. Channel 7 is the extra or optional materials track, containing any special sound elements peculiar to the ProgramsProgram (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.
d. h. 6-Track or 3-Track Uncompressed DME: One (1) uncompressed MO DiskDVD-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. The DME shall be in perfect synchronization with the final version of the picture.
e. i. High Definition Videotape Masters: The following high definition (“HD”) videotape masters shallwill 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 shallwill be recorded at 1080P/23.98sf. Each HD videotape master shallwill have the 2-track LT/RT printmaster on channels 1 and 2, and the 2-track LT/RT M&E on channels 3 and 4.4, and the 5.1 printmaster on channels 5-10 (L/C/R/LS/RS/sub). Textless backgrounds for the main, insert and end titles shallwill appear sixty (60) seconds after ProgramsProgram in each videotape master. The textless backgrounds shallwill be color corrected to match the corresponding texted shots.
Additionally, Licensor shall deliver two (2) NTSC DVD-Rs of the 4:3 full frame version of the Programs directly to the Executive Vice President of Production, Acquisitions and Business Affairs at 10202 W. Washington Blvd., Culver City, CA., 90232.
FOREIGN LANGUAGE VERSIONS:
d. a. Dolby Surround (LT/RT) Uncompressed Foreign Language Mix: OneIf available, one (1) uncompressed MO DiskDVD-R of the Dolby Surround encoded stereo two-track (LT/RT) Parisian French printmaster of all available foreign language soundtracks of the Programs applicable to SPTI’s territory. .
e. b. 5.1 Uncompressed Foreign Language Mix: OneIf available, one (1) uncompressed MO Disk of the 5.1 Parisian French printmaster of all available foreign language soundtracks of the Programs applicable to SPTI’s Territory.
2. TRAILER:
If a trailer is made for use in connection with a Program by Licensor or any third party at the time of delivery to SPTI, or at a later date, Licensor will deliver two (2) VHS cassettes of said trailer to SPTI, 10202 West Washington Blvd., Culver City, CA, 90232, Attention: Alli Farrell, or such other address or individual as SPTI shall determine. SPTI shall determine, within ten (10) business days, if it shall use said trailer. If SPTI elects to use said trailer, Licensor shall deliver (or grant SPTI access, as designated) the following items.
The following materials shall be delivered, unless otherwise specified, to SPTI, 10202 West Washington Blvd., Culver City, CA 90232, Attention: David Hawk, or such other address or individual as SPTI shall determine:
a. 35mm Texted Interpositive: Access to one (1) 35mm brand new, fully timed and graded, texted acetate interpositive (academy flat and/or academy cinemascope, as applicable) of the final trailer.
b. 35mm Textless Interpositive or Textless sections: Access to one (1) 35mm brand new, fully timed and graded, textless, acetate interpositive (academy flat and/or academy cinemascope, as applicable) of the final trailer. If a textless IP of the entire trailer is not available, then licensor shall grant SPTI access to an IP reel of the textless sections for the final trailer (academy flat and/or academy cinemascope, as applicable).
c. Dolby Surround (LT/RT) Printmaster: Access to one (1) uncompressed MO disk of the Dolby Surround encoded stereo two-track (LT/RT) printmaster. The stereo two-track (LT/RT) printmaster shall be in perfect synchronization with the final trailer.
d. 5.1 Printmaster: Access to one (1) uncompressed MO disk of the 5.1 printmaster, configured L, C, R, LS, RS, sub woofer. The 5.1 printmaster shall be in perfect synchronization with the final trailer.
e. 5.1 M&E: Access to one (1) uncompressed MO disk if the 5.1 M&E, configured L, C, R, LS, RS, sub woofer. The 5.1 M&E shall be in perfect synchronization with the final trailer.
f. 4-Track NDME or 3-Track DME: Access to one (1) uncompressed MO disk of the 4-track mono NDME, containing separate mono narration, mono dialogue, mono music, and mono effects. If narration is not present in trailer, access to one (1) uncompressed MO disk of the 3-track mono DME, containing separate mono dialogue, mono music, mono effects. The NDME or DME shall be in perfect synchronization with the final trailer.
g. 5.1 Stems: Access to one (1) uncompressed MO disk of each of the dialogue, music, effects and narration stems. The stems must be in perfect synchronization with the final trailer.
h. High Definition Videotape Masters: The following high-definition (“HD”) videotape masters shall be delivered:
For 1.85:1 films:
HD Cam SR 16:9 (1.33 side-matted)
HD Cam SR 16:9 (1.78)
For 2.35:1 (or other scope measurement) films:
HD Cam SR 16:9 (1.33 side-matted)
HD Cam SR 16:9 (1.78)
HD Cam SR 16:9 (2.35)
Each HD videotape master shall be recorded at 1080P/23.98sf. Each HD videotape master shall contain texted and textless versions. The texted version shall have the 2-track LT/RT printmaster on channels 1 and 2, and the 2-track LT/RT M&E (matrixed from the 4-track M&E) on channels 3 and 4. The textless version shall have channel 1-narration; channel 2-dialogue; channel 3-music; channel 4-effects.
Sony will be granted free access to any and all promo/trailer material created by Licensor or any third party.
3. ADVERTISING/PUBLICITY MATERIALS:
Materials to be delivered to SPTISony, 10202 West Washington Blvd., Suite 7014, Culver City, CA 90232, Attention: Alli FarrellKelly Guevara or such other address or individual as SPTI shallSony will determine:
a. Sample copies of the one-sheet posters prepared for the release of the Program.
b. Original textless, layered full color key art used in the one-sheet posters specified in Section 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.
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 photographs, in such proportions as SPTISony may require, each of which shallwill bear an explanatory caption. In addition, SPTI shallSony will have free access to all original color negatives, transparencies and contact sheets. All such materials shallwill have been pre-approved by any third parties whichthat have approval rights thereover pursuant to talent or other third party agreements.
e. Typewritten copies of all synopses of the Program, 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 Program. All such materials shallwill have been pre-approved by any third parties whichthat 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 VHSdigital or DVD copies of all (i) television advertisements; (ii) trailer; (iii) electronic press kits ("EPK's"“EPKs”); 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 Program in the United States.
g. D5, HDCam SR or Digi-Beta NTSC and PAL (as applicable for the Territory) videotape masters of all such television advertisements, EPK'sEPKs and publicity clips prepared for the Program, containing the following passes for trailers: Standard 5.1 audio for Hi-Definition masters and the following for Standard Definition masters: Pass 1 (Texted): channels 1&2 shallwill have a full stereo mix; channels 3&4 shallwill have stereo music and effectsmix 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.
h. Typewritten copies of the full transcripts of the narration dialogue and scene clips dialogue of all such television advertisements, EPK'sEPKs and publicity clips. If available, this material is to be delivered in an electronic format (i.e., a Microsoft Word document).
d. 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.
e. All necessary copyright and trademark notices.
4. MISCELLANEOUS:
Additional Materials to which SPTI shallSony will be granted free access during the Term or shallwhich will be delivered (as noted below):
a. i. 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.
b. j. Any available material with respect to story boards, production designs and costume sketches.
c. k. All advertising/publicity materials created and/or developed by or for Licensor or distributors.
d. l. 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.
e. m. Licensor shallwill deliver to SPTISony, (without payment of any manufacturing, duplication, delivery, permission or other fee by SPTISony) any and all so-called “Special Features”Feature Material, including, without limitation the '‘making-of'’ materials created in connection with the Program , 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 SPTISony's use in connection with the Program in accordance with the Rights granted hereunder.
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.
4.5. DOCUMENTS:
Materials to be delivered to SPTISony, 10202 West Washington Blvd., 6th Floor, Culver City, CA 90232, Attn: Corporate and Distribution Legal AffairsZean Bernabe, or such other address or individual as may be determined by SPTISony:
a. a. Certificate of standard producer’s liability and errors and omissions insurance as provided in Paragraph 12.3 of the Licensepursuant to the terms of this Agreement.
b. Laboratory access agreements (in the form attached hereto as Schedule C) signed by Licensor and each respective laboratory and/or facility having possession of the preprint and sound material for the Program (all versions) and trailer(s), including film, sound and storage facilities.
b. c. 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. d. 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 SPTI'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 SPTISony. 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 shallwill also be provided.
d. e. Clearly legible photostatic copies of all chain-of-title documents required by SPTISony, 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 Program or upon which the Program, script 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.
e. f. Clearly legible photostatic copies of fully-executed agreements with all key personnel and principal cast of the Program and all Contractual Restrictions (as defined in Section 2.1.2 of Schedule A). Upon request, copies of other talent and/or crew agreements shallwill be provided to SPTISony.
f. g.(1) Clearly legible photostatic copies of the U.S. (and, where applicable, Canadian) copyright registration certificate(s) for both the screenplayScript and Program. (If the U.S. copyright registration certificate for the Program is not yet available to Licensor at the time of delivery to SPTISony, a copy of the Form PA and evidence of submission and payment of deposit fees shallwill suffice until such time as the conformed certificate becomes available; whereupon, a clearly legible photostatic copy shallwill be immediately provided to SPTISony.)
h. (2) A clearly legible photostatic copy of the fully paid rating certificate issued for the Program and the trailer of the Program by the Classification and Rating Administration of the Motion Program Association of America, evidencing a rating of not more restrictive than "“R."”
g. i.(1) A complete written statement showing the exact form and manner of the main and end titles of the Program (it being agreed to by Licensor, that there will be no form of credit or acknowledgement, in the Program, to any employee of Sony PicturesPicutres Entertainment).
j.(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 shallwill 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.
h. k. 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), and a completed Questionnaire (as attached to the Agreement).
i. l. At least twofour (24) signed, dated and notarized originals of a short forman Instrument of Transfer/Assignment of Rights, substantially in the form attached heretoto the Agreement.
j. m. At least twofour (24) signed, dated and notarized originals of a short form Mortgage of Copyright/Power of Attorney in a form acceptable to SPTISony.
k. n. 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.
l. o. Releases/Subordinations and non-disturbance, in a form and substance satisfactory to SPTISony, 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 SPTISony.
p. A true and complete copy of the approved budget of the Program in the form provided to the completion guarantor and financier(s) of the Program.
q. A true and complete copy of the detailed, itemized certified final negative cost statement for the Program.
m. r. A current (i.e., dated no earlier than thirty (30) days prior to the Delivery date) version of either: (i) a Copyright Report and Title Report issued by Thomson & Thomson and a Title Opinion issued by Sheppard, Mullin, Richter & Hampton LLP; or (ii) a Copyright Report and Title Report and Opinion issued by Dennis AngelCompuMark.
s. A true and complete copy of the binding completion guaranty naming SPTI as a beneficiary thereto and issued by a bond SPTI approved by SPTI, which approval shall not be unreasonably withheld.
n. t. One (1) copy of the final screenplay and shooting script used in connection with the production of the Program.
o. u. A fully-executed copy of the Agreement.
p. v. Upon request, such other documents as SPTISony may deem necessary or proper to evidence, maintain or effectuate any or all of the distribution, security or other rights granted to SPTISony under any provision of the Agreement.
q. A letter, from the producer of the Program, stating that no applicable guilds were involved in the production of the Program.
r. All original documents and information necessary for Sony to comply with the residual obligations stated in x.(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 Program 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.
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 shallwill be subject to SPTISony’s review and approval, in its good faith business judgment,Approval, pursuant to the Agreement; provided however, all Documents shoulddocuments must conform to SPTISony’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 shallwill 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, SPTI shall have the right to obtain a translation thereof and deduct the costs from any monies owed to Licensor by SPTI under the Agreement.SCHEDULE CSony will have the right to obtain a translation thereof and deduct the costs from any monies owed to Licensor by Sony under the Agreement.
(FOR SAMPLE USE ONLY NOT FOR SIGNATURE)
LABORATORY AGREEMENT
Gentlemen and Ladies:
Reference is made to a certain feature length motion picture entitled " " ("Programs").
You ("Laboratory") acknowledge that you have in your possession free of any liens, claims, charges or encumbrances, materials ("Preprint Materials") in respect of the Programs sufficient for the manufacture therefrom of release prints, preprint and other duplicating material of commercially acceptable quality, including, without limitation all materials listed in Schedule B-1 (attached).
Laboratory is hereby advised that ("Licensor") is entering into a distribution agreement (the "Distribution Agreement") with Sony Pictures Television International, a division of CPT Holdings, Inc. ("SPTI") pursuant to which SPTI has been granted certain sole and exclusive distribution rights in and to the Programs in all sizes, widths, and gauges of film for theatrical, 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 SPTI, 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 SPTI, or its said successors, licensees and assignees, upon the following understanding:
1. All laboratory services and materials ordered by SPTI 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 SPTI, 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 Programs.
2. Laboratory will neither assert against SPTI, 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 SPTI, 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 Programs 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 SPTI 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 SPTI, 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 SPTI and by Licensor or SPTI'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:
SONY PICTURES TELEVISION INTERNATIONAL,
a division of CPT HOLDINGS, INC.
By:
Title:
Document comparison by Workshare Compare on Friday, September 06, 2013 12:55:27 PM
|Input: |
|Document 1 ID |file://G:\Acquisitions\The Disciples\Acquisition Agreement (072508)V2.doc |
|Description |Acquisition Agreement (072508)V2 |
|Document 2 ID |file://G:\Acquisitions\The Disciples\ATI - Sony Acq Agmt (03Apr09-final2)ctv.doc |
|Description |ATI - Sony Acq Agmt (03Apr09-final2)ctv |
|Rendering set |Standard |
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|Deletions |293 |
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|Style change |0 |
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|Total changes |880 |
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