"Shakma" Single Picture Agreement
AGREEMENT made this_____ day of March, 1998 by and between MAGIC FINGERS, INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called
"Licensor") and CASTLE HILL PRODUCTIONS, INC., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 15th Floor, U.S.A. (hereinafter called "Licensee").
WITNESSETH:
In consideration of the mutual covenant herein contained, Licensor and
Licensee agree as follows:
1) SUBJECT MATTER: The subject matter of SHAKMA starring ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ this agreement is the motion picture (hereinafter called the
"Picture") described in Schedule "A" attached hereto and made a part hereof.
Whenever the term "Picture" is used herein, it shall be deemed to refer to the
picture licensed hereunder.
2) GRANT OF RIGHTS: Licensor hereby grants, sells and assigns to the Licensee
and the Licensee shall have and enjoy all rights in and to the Picture without
condition restriction or limitation of any kind, for the territory described in
Schedule "A" attached hereto and made a part hereof (hereinafter called the
"Territory") and for the term of this agreement described in Schedule "A"
attached hereto and made a part hereof (hereinafter called the "Term").
The rights granted hereunder to Licensee, without limiting the Generality
of the foregoing, include the following:
a) The sole and exclusive right to exhibit, distribute, market, advertise,
publicize and exploit the Picture and trailers thereof in any and all languages
and versions and reissues thereof and to license and to permit others to
exhibit, distribute, market, exploit, advertise and publicize the same and
reissue thereof throughout the Territory or any part there of, for any and all
purposes whatsoever (theatrical, non-theatrical, commercial, non- commercial,
sponsored, non-sponsored, sustaining, and in connection with the advertising
and/or exploitation of commercial products or otherwise), including but not
limited to distribution to the United States Army, Navy and other military or
Armed Services installations, and American Red Cross; home viewing, veterans
hospitals or similar facilities wherever situated throughout the world;
airplanes; ships at sea; schools; CATV; video cassettes and discs; on all gauges
of film and other surfaces and by every means, method or device (mechanical,
electrical or otherwise) known or which may hereafter be discovered, invented,
developed, devised or created, including but not limited to radio and television
in all forms and improvements thereof, now known or hereafter to be known,
including but not limited to "free television," "pay television," "subscription
television," whether wired or over-the- air.
b) The right but not the obligation to register the Picture for copyright
in the Territory, or any part thereof, it being agreed, however, that upon the
expiration of the Term of this agreement, the Licensee, upon Licensor's request,
will execute or cause to be executed an assignment of any such copyright.
c) The right to announce on the Picture and elsewhere that it is presented
by Licensee and/or Licensee's designees, and to use Licensee's own logo, name
and trademark on the Picture and to authorize others to use and attach their own
logos, names, and trademarks thereon.
d) The right to use all music, copyrighted or otherwise, contained in the
Picture in connection with the exhibition of the Picture for all purposes and in
all media embraced in the grant of rights herein made to the Licensee.
e) The right to use the names, pseudonyms, photographs, likenesses, acts,
poses, sound effects and voices of all artists appearing in the Picture, the
director thereof, the Licensor thereof, the musicians, writers, composers,
author, and others appearing in or connected with the production of the Picture,
in connection with the exhibition, distribution, marketing, advertising,
exploitation, and publicizing of the Picture in any or all parts of the
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Territory, and to write and publish articles concerning each thereof in
connection with the exploitation, publicizing, advertising and sale of the
Picture.
f) The right to telecast by any form of television, commercial messages
before, during or after the telecasting of the Picture.
g) The right to write, draw, illustrate, compose, prepare, publish and to
license and to authorize others to write, prepare, compose and publish synopses,
stories, illustrations and comic books in all forms and combinations including
but not limited to the right to utilize such synopses, stories, illustrations
and/or comic books and excerpts therefrom in newspapers, magazines and/or trade
periodicals in any and all parts of the Territory and the right to use excerpts
from the story or literary material; upon which the Picture is based in
documents, posters, road displays, press books and any and all other media.
h) The right in the name of the Licensee otherwise to institute and.
prosecute any and all actions or proceedings which Licensee may deem necessary
to institute; or prosecute for the purpose of establishing, maintaining or
preserving any of the rights herein granted or purported to be granted to
Licensee and similarly to defend any action or proceeding which may be brought
against Licensee, its licensees, contractees, or assignees with respect to the
Picture or any of the rights herein granted or purported to be granted to
Licensee or which in any manner questions or disputes any of the rights of
Licensee in and to the Picture or any of the rights herein granted. If legal
action results in the recovery by Licensee of any monies, such monies shall be
owned exclusively by Licensee.
i) The right to utilize in whole or in part without charge, any and all
artwork and other materials (negative or otherwise) used or prepared for any and
all versions of the Picture, whether for press books, brochures, advertising or
other publicity, together with access, without charge, to all such materials.
j) To the extent that Licensor has or can obtain such rights, the right to
use and exploit merchandising rights and commercial tie-in rights of any and
every kind or nature related to, arising out of, or in connection with the
Picture and/or the title thereof and/or music used therein and/or the characters
appearing therein and/or their names and characteristics and/or under a name
which incorporates any phrase, clause, sentence or expression which is used in
the Picture or which the general public associates with the Picture.
Merchandising rights include the right to produce, distribute, sell and exploit
so-called "premiums" (accessories, mailing pieces, labels or other items or
devices, by which any sponsor is able to call to the attention of the public
that the Picture is associated with or related to such sponsor's business,
products, or service); the publication of comic books or comic strips, the
making of endorsements, the making of costumes or parts of costumes, or the
manufacturing of any item which is related to or evolves from the Picture.
Licensee shall be entitled to twenty-five (25%) percent of the gross receipts.
k) Licensee shall have the right in its sole discretion to make any and all
changes and modifications in the Picture which Licensee shall determine to be
necessary or desirable.
3) DELIVERY OF THE PICTURE: Licensor shall supply Licensee with, and shall
deliver all materials of the Picture, to the extent and within the period
specified in "Materials" in Schedule "A" and as defined in Schedule "C",
"Delivery of Materials" attached hereto and by this reference made a part
hereof.
Delivery of the Picture shall mean the physical delivery to Licensee within
a period of not more than thirty (30) days from the date hereof (time being of
the essence) at such address or addresses as Licensee shall designate in
writing, at the sole cost and expense of Licensor and free and clear of any
liens, claims, charges, limitations, restrictions, encumbrances of any kind (i)
all of the schedules, details and information required to be delivered pursuant
to any provision of this agreement, and (ii) all of the physical materials and
items enumerated in the Schedules "A" and "C". Licensee shall have the right
during the thirty (30) day period (subject to laboratory and other delays beyond
its control) following the tendered delivery of each item to examine and inspect
same. Delivery will not be deemed complete within the meaninc, of this agreement
until delivery of all materials and items required to be delivered shall have
been effected and the aforesaid period of inspection shall have expired. Upon
the
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completion of such inspection and examination Licensee shall advise Licensor
wherein any such delivery is not proper or complete. If delivery shall not be
completed within the time, manner and in accordance with the requirements of
this agreement, Licensee (without prejudice to any other right or remedy which
may be available to it) may but shall not be obligated to (a) itself supply at
the cost of Licensor, or to require Licensor to promptly supply, such items or
materials which Licensor failed to supply in the first instance, or to (b)
require Licensor to refund any kind and all monies therefor paid to it until
Licensor shall effect complete and proper delivery, or to (c) terminate this
agreement and all of the obligations of Licensee hereunder, in which event,
Licensor will, upon demand, pay to Licensee a sum equal to the aggregate of all
payments to Licensor plus costs, expenditures and indebtedness incurred in
respect of the Picture.
4) PAYMENT: As full consideration of the rights herein granted, and of the
representations, warranties, and covenants herein made and/or agreed to be
granted and made, Licensee shall pay to Licensor the amount set forth in
Schedule "A."
5) DEFINITION OF GROSS RECEIPTS: The term cross receipts as used herein shau be
deemed to mean any and all moneys from any and all sources, paid to Licensee by
exhibitors lessees, or other users of the Picture. Included in such receipts
shall be moneys paid and received by Licensee from sub-distributors and/or
sub-licensees. The gross receipts shall also include all sums or damages
collected by reason of the infringement or interference by third persons of or
with the Picture, or any of the rights herein granted to Licensee, after
deducting therefrom ail expenses incurred in deriving such sums. No litigation
will be initiated relevant to infringement or interference by Licensee without
the prior written approval of Licenser, which approval will not be unreasonably
withheld.
6) DEDUCTION FROM GROSS RECEIPTS: All of the gross receipts derived from the
distribution of the Picture shall be applied, kept and retained by Licensee
until it shall have been reimbursed for its distribution fees (hereinafter set
forth) and it shall have recouped a sum equal to the total costs and charges
expended and incurred by Licensee as and for those out-of-pocket, third-party
costs (hereinafter Cloven as "Distribution Costs and Expenses"), which are
acceptable and standard in the industry and shall include: (a) cost of
laboratory work, including the manufacture of required preprint materials and
elements, prints, cassettes, trailers, re-editing, dubbing, etc.; (b)
advertising; (c) taxes: if applicable; (d) censorship charges; (e) shipping and
freight; (f) customs and duties for Canada; (g) publicity and promotion
expenses.
In the event that Licensor shall fail to deliver Licensee any of the
delivery items listed in Schedule "C" within ten (10) days after Licensee has
advised Licenser, in writing, of such deficiency, then, Licensee shall have the
riht to advance the cost of manufacturing such items and to recotip such costs
in the same manner as it recoups distribution costs and expenses as set forth
hereinafter.
7) DISTRIBUTION FEES
a) With regard to pay television, Licensee shall be entitled to
thirty-five (35%) percent of the gross receipts.
b) With regard to basic cable television, Licensee shall be entitled to
forty (40%) percent of the gross receipts.
c) With regard to prime time, network television, Licensee shall be
entitled to fifty (50%) percent of the gross receipts.
d) With regard to late night, network television, Licensee shall be
entitled to fifty (50%) percent of the gross receipts.
e) With regard to syndicated television, Licensee shall be entitled to
fifty (50%) percent of the gross receipts.
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f) With regard to home video distribution, Licensee shall be entitled to
thirty-five (35%) percent of the gross receipts.
g) With regard to distribution to Canada Licensee shall be entitled to
thirty-five (35%) percent of the gross receipts.
h) With regard to all other ancillary rights, Licensee shall be entitled
thirty-five (35%) percent of the gross receipts.
i) With regard to renewal of pay and basic cable television and/or home
video licenses, Licensee will be entitled to forty (40%) percent of
the gross receipts.
8) APPLICATION OF GROSS RECEIPTS: All gross receipts derived and collected by
Licensee from all distribution, sale and other disposition of the Picture, in
the Territory, during the Term said be applied in the following manner and
order:
a) First, to Licensee, as and for its distributions fees;
b) Next, after the continuing deductions set forth in a) above, to
Licensee, as and for its Distribution Costs and Expenses;
c) Next, after the continuing deductions set forth in a) and b) above, to
Licensee, as and for recoupment of the advance guaranty is paid to
Licensor, if any;
d) Next, after the continuing deductions set forth in a) and b) above, to
Licensee, the remaining monies shall be disbursed on a one-hundred
(100%) percent basis to Licensor.
9) LICENSOR WARRANTIES AND REPRESENTATIONS: As an inducement to Licensee to
enter into this agreement and make the payment provided for herein, Licensor
warrants and represents the following:
a) Licenser is the sole owner of, or controls the rights and licenses
granted and assigned, and has the right to enter into and perform this
agreement and grant, sell and assigns all of the exclusive rights and
licenses herein contained, including but not limited to literary and
music synchronization rights in connection with the Picture.
b) (DELETED)
c) Licensor warrants and represents there are no claims or litigation,
pending or threatened, concerning Licensor's rights or title as herein
sold and assigned. Licensor has not done, nor will Licensor do,
anything which may impair the rights sold old assigned.
d) That all obligations with respect to the Pictures including but
limiting, to all salaries, royalties, laboratory charges, recording
fees and the like, have heretofore been fully paid, and that Licensor
has obtained proper and effective licenses to record, synchronize
perform and to otherwise utilize throughout the Territory, all music
which has been used in the Picture and contained in the soundtracks
thereof that any and all residuals and/or other payments due
performers, unions, etc. shall be the sole responsibility of Licensor.
e) The Licensor controls the complete, entire and exclusive sound and
silent theatrical, non- theatrical and television rights for the
Territory in and to, the story upon which the Picture is based, the
screen adaptations thereof and all other materials tlaerein including
but not limited to dialogue, music and all titles, characters and text
thereof, together with the right to use, in publicizing, advertising
and exploiting the Picture, the names, characters, titles and text of
and from the literary material upon which the same are based, together
with the names of the authors thereof, as well as the names,
pseudonyms and likenesses of the actors or others appearing in
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or connected with the Picture; that all of such rights are controlled
by Licensor, together with the complete, absolute, entire and
unrestricted right of assignment thereof.
f) That the Picture and the synchronized sound thereof, do not infringe
upon the common law rights or copyrights or the literary, dramatic,
musical, patented performance rights or the trademarks or trade names
of any other party, and that nothing contained in the Picture violates
the private, civil or property rights or right of privacy, or any
other right of any other persons firm or corporation or otherwise.
g) That all motion picture rights, including but not limited to,
theatrical rights, non-theatrical, video cassette and television
rights in and to all material used in the Picture, the negatives,
prints, music, and records are free from mortgages, claims, debts,
charges and other encumbrances of any kind, nature and description,
insofar as the rights of the Licensee hereunder are concerned.
h) That neither the dialogue nor the photography of the Picture contains
any reference to or representation of any product, commodity or
service which could be construed as an advertisement or recommendation
of such product, commodity or service.
i) At the time of delivery of the Picture, the pre-print materials which
Licensor is delivering, to Licensee shall be in suitable condition for
the manufacture therefrom of commercially acceptable duplicate
pre-print and positive-print materials. If required by Licensee,
Licensor agrees to provide Licensee with access to such additional
pre-print materials with respect to the Picture as Licensor may have
in its possession.
10) ACCOUNTING: License agrees to keep complete and accurate accounts and
records of the distribution and marketing of the Picture. Licensee agrees that
all such books and records shall be open to the inspection of Licensor by
Certified Public Accountant and that Licensor's Certified Public Accountant
shall be entitled to make examinations and copies thereof during all reasonable
business hours, upon reasonable written notice to Licensee, no more than one
time during each calendar year of the Term.
During the first year of the Term hereof, Licensee shall provide
Licensor with quarterly statements of account; such statements shall include all
payments made by the close of the calendar quarter and shall be due sixty (60)
days after the close of said calendar quarter.
During the second and third years of the Term hereof, Licensee shall
provide Licensor with semi-annual statements of account; such statements shall
include all payments made by the close of said semi-annual period and shall be
due sixty (60) days after the close of said semi-annual period.
During the remainder of the Term hereof Licensee shall provide Licensor
with annual statements of account; such statements shall include all payments
made by the close of that year and shall be due sixty (60) days after the close
of that year.
11) INDEMNIFICATION: Each party hereto will, at its own cost and expense,
indemnify the other, its assignees, successors and licensees and hold them free
and harmless from any and all loss, damage, liability and expense, including
reasonable attorneys' fees, resulting from any breach or claimed breach of any
warranties, representations, covenants or agreements contained herein. The party
claiming indemnity shall furnish the indemnifying party with prompt notice of
the institution of any action or the making of any claim for which the
indemnifying party is responsible. Thereupon, the indemnifying party shall
undertake, against such action of claim. The party claiming indemnity shall have
the night, at its option, to participate, at its own expense, and by its own
attorneys in the defense of any litigation. Neither acceptance by Licensee of
the Picture, nor any termination of this agreement, nor election on the part of
the party claiming, indemnity to participate in the defense of any litigation
shall impair, modify or discharge the indemnifying party's obligations under
this paragraph.
12) NOTICES: All notices and other data required or desired to be given
hereunder by either party shall be deposited in the mails in the country of
origin postage prepaid, addressed to the other at the address set forth at the
79
head of this agreement. Either party shall have the right to designate other or
different addresses for the giving, of any such notice by a notice given in
accordance with the provisions of this article.
13) ENTIRE AGREEMENT: This agreement constitutes the entire agreement between
the parties and may not be changed or modified, nor may any provision hereof be
waived except by an agreement in writing, signed by both parties hereto.
14) APPLICABLE LAW: This agreement shall be construed in accordance with, and
all questions with respect thereto, shall be determined by the laws of the State
of New York, U.S.A.
15) NO WAIVER: No waiver by either party of any breach of any provision of this
agreement shall be deemed to be a waiver of any preceding or succeeding breach
of the same or any other covenant or provision.
16) FORCE MAJEURE: Failure by either party to perform its obligations or delay
in such performance as a result of Acts of God, war, strikes, lock-outs,
shortened working hours, other industrial action, machine breakdown, fire,
flood, explosions, injunctions, judgments, adverse claims, or any other cause
beyond its reasonable control shall not constitute a breach of the terms of this
Agreement PROVIDED THAT such party shall use all reasonable endeavors to resume
the performance after the conditions (as aforesaid) causing such failure have
ceased.
17) RELATIONSHIP OF PARTIES: Nothing herein contained 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 paragraph, and neither party shall become liable
by any representation contrary to the provisions hereof.
18) BINDING EFFECT: This agreement shall be binding upon and shall inure to the
benefit of the parties hereto, their successors and assigns.
19) RECORDATION: Licensor agrees upon Licensee's request made of Licensor at any
time during the term of this agreement to execute a formal assignment of the
rights granted herein in favor of the Licensee, in form acceptable to the
Licensee's attorneys, and Licensee is hereby authorized at its own expense to
record said assignment.
20) SPECIAL PROVISIONS: Licensor and Licensee agree upon special provisions as
defined in Schedule "A".
IN WITNESS WHEREOF: the parties hereto have hereunto set their hands and seals
the day and year first above written.
"Licensor"
By: /s/
-------------------
"Licensee"
CASTLE HILL PRODUCTIONS, INC.
By:/s/
--------------------
"Licensor" Magic Fingers, Inc.
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SCHEDULE "A"
to agreement dated March , 1998 by and between
MAGIC FINGERS, INC.
and
CASTLE HILL PRODUCTIONS, INC.
1) PICTURE: SHAKMA
2) TERM: 15 years
3) RIGHTS: Video, sell Thru, Pay Cable after HBO and
Television
4) TERRITORY: United States and English Speaking Canada
5) LICENSE FEE: Home Video, Sell Thru, pay Cable after HBO,
35% Basic Cable, Free TV: 50%.
6) MATERIALS: see Schedule C
7) SPECIAL PROVISIONS:
No sub-distribution Fees
Distribution expense not to exceed $15,000,
over the life of the contract, without
Licensor's approval. Home Video (minimum
guarantee to Licensor of $7,500) Free TV
(minimum guarantee to Licensor of $10,000)
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SCHEDULE "C"
to agreement dated March , 1998 by and between
MAGIC FINGERS, INC.
and
CASTLE HILL PRODUCTIONS, INC.
A. Delivery Location:
1. Castle Hill Productions, Inc., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇.
B. Film Materials:
1. (DELETED)
2. (DELETED)
3. (DELETED)
4. (DELETED)
5. Color Interpositive Protection Master: Irrevocable access, and ability to
move to a laboratory mutually agreed upon to one (1) color corrected and
complete interpositive master of the Picture and trailer, conformed in all
respects to the Answer Print for protection purposes without scratches or
defects at such time as same becomes available, if ever.
6. (DELETED)
7. (DELETED)
8. (DELETED)
9. (DELETED)
10. (DELETED)
11. M&E Track: Irrevocable access to, and ability to move to a laboratory
mutually agreed upon to one (1) 35mm state of the art magnetic soundtrack
roaster including the music track and the 100% fully filled effects track on
separate channels where the effect track contains all effects including any
effects recorded on the dialogue guide track with no English dialogue in the M&E
tracks.
12. (DELETED)
13. (DELETED)
14. (DELETED)
C. Videotape Items:
1. (DELETED)
(a) (DELETED)
(b) (DELETED)
2. Digital Trailer and Movie Video Masters: One D2 individually manufactures
(conversions not acceptable) Trailer Video Master in the NTSC format (panned and
scanned if the Picture is in 1.85 ratio or in scope). Channels 3 and 4 shall
contain a 100% fully filled and synchronized M&E track in stereo (in mono if
non-stereo production). Textless background shall be attached to the tail of the
Master.
D. Publicity Materials:
1. (DELETED)
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2. Color Stills: All I available color stills depicting scenes in the Picture
with members of the cast (including principals appearing therein).
3. Color Slides: Minimum of 25 production color slides (35mm color
transparencies) depicting scenes in the Picture with members of the cast
(including principals) appearing therein.
4. Advertising Materials: All available advertising materials.
5. (DELETED)
E. Legal and Publicity Documents:
1. (DELETED)
2. (DELETED)
3. (DELETED)
4. (DELETED)
5. Feature Dialogue Continuity: Two (2) copies in the English language of a
detailed, final dialogue and action continuity in an acceptable format, of the
completed Picture.
6. Trailer Dialogue Continuity and Spotting List: Two (2) copies in the English
language of a detailed, final dialogue and action continuity in an acceptable
format, of the completed Trailer and Two (2) copies in the English language of a
detailed, final spotting list in an acceptable format, of the Trailer.
7. Synopsis: Three copies of a brief synopsis in English language (one
typewritten page in length) of the Picture and three (3) conics of a synopsis in
the English language (three typewritten pages in length) of the story of the
Picture.
8. Technical Crew: One (1) copy of a list of all technical personnel (including
their title or assignment) involved in the production of the Picture (as per
credit roll).
9. Screen Credit Obligations: Two (2) copies of the Screen Credit Obligations
for all individuals and entities affiliated with the Picture (as per credit
roll).
10. (DELETED)
11. (DELETED)
12. (DELETED)
13. (DELETED)
14. Music Cue Sheets: Two (2) Music Cue Sheets of the Picture.
15. (DELETED)
16. Notarized Assignment of Rights (Exhibit "A"): Three (3) original notarized
Assignment of rights in the Picture from Grantor to Castle Hill Productions,
Inc.
17. Copyright Certificate: Two (2) U.S. Copyright Registration Certificates
(stamped by the Library of Congress). If the copyright application has not yet
been received from the Library of Congress, then Grantor shall deliver a copy of
the Application PA Form, along with a copy of the cover letter and check that
accompanied the PA Form. Grantor agrees to deliver two (2) copies of the
Copyright Certificate to Castle Hill Productions, Inc. when received from the
Library of Congress.
18. (DELETED)
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19. Music Licenses: Copies of Music Licenses - synchronization and mechanical.
20. Composer's Agreement: Copies of all composer's agreement with respect to the
Picture.
21. Chain of Title: Complete chain of title materials suitable for filing with
the United States Library of Congress and reasonable suitable to Castle Hill
Productions, Inc. primary lender indicating that Grantor has full right, title
and interest in and to the Picture and all underlying property.
22. UCC Search: One current UCC search from the following states: (i)
California, (ii) New York; and (iii) the state of producer's principal place of
business. Each search report must show that the Picture is free and clear of any
and all liens. Castle Hill Productions, Inc. agrees to perform said search, the
cost of which shall be reimbursed by Grantor.
23. MPAA Certificate: MPAA certificate of Approval and rating with a receipt for
the Payment of the fee.
24. (DELETED)
25. Copyright Report: One current (no more than 60 days old) copyright report
showing that Grantor has good clear title to the picture and all underlying
rights.
26. (DELETED)
27. (DELETED)
28. Assignment of Rights (Schedule "D"): If Licensor grants Licensee pay cable
television rights, Licensee will execute and notarize two copies of the attached
Schedule "C".
84
SCHEDULE "D"
to agreement dated March , 1998 by and between
MAGIC FINGERS, INC.
and
CASTLE HILL PRODUCTIONS, INC.
ASSIGNMENT OF RIGHTS
For good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, ("Assignor"), Magic Fingers, Inc. whose address is ▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇▇. ▇▇ ▇▇▇▇. ▇▇ ▇▇▇▇▇ hereby grants, transfers and assigns to Castle Hill
Productions Inc. ("Assignee"), whose address is 1414 Avenue of the Americas, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ and Assignee's successors and assigns, the sole and
exclusive rights under copyright to exhibit, distribute and otherwise exploit
the following motion picture by means of Non-Standard Television on the pay
television program services owned or controlled, directly or indirectly, by Home
Box Office and distributed within the United States and its territories,
commonwealths, possessions and trusteeships (including, but not limited to,
Puerto Rico, the United States Virgin Islands and Guam), and United States
military bases and embassies wherever located.
THE PICTURE:
The assignment is made for the sole purpose of permitting Assignee to enter
into the License Agreement dated as of with respect to such motion picture with
Home Box Office and, with respect to the motion picture, this Assignment is made
only for the period commencing on the date hereof and ending on .
As used herein, Non-Standard Television shall mean any and all forms of
television Exhibition, whether now existing, or developed in the future, other
than Exhibition by means of Standard Broadcast Television. Non- Standard
Television shall include, without limitations television Exhibition by means of
cable wire or fibre of any material, over-the-air pay or STV in any frequency
band, any and all forms of regular or occasional scrambled broadcast or other
transmission for taping, recording, or other storage on tape, disc or any other
electronic means of data retention for subsequent replay, master antenna,
satellite master antenna, low power transmission, high definition transmission,
closed-circuit transmission, radio (for purposes of simulcast only), tape,
cassette and disc delivery (but excluding distribution of Home Video Devices),
single and multichannel multi-point distribution service and satellite
transmission directly to TVROs, all on a subscription pay-per-view, license,
rental, sale or any other basis.
Assignor hereby appoints Assignee, its successors and assigns, as its
irrevocable Attorney-In-Fact with the right (but not the obligation) to (i)
obtain and secure copyright protection (and renewal and ex-tensions thereof) for
the property specified above; (ii) to enforce and protect all rights, licenses
and privileges granted herein or pursuant to the Agreement and granted under any
and all copyrights (and renewals and extensions thereof), and (iii) to prevent
any infringement of said copyright and to litigate, collect and receive all
damages arising from such infringement of such rights, licenses and privileges,
using the name of the Assignor (in the discretion of Assignee) and joining
Assignor as party plaintiff or defendant in any suit or proceeding (in the
discretion of Assignee). Assignor agrees to cooperate with Assignee in any suit
or action instituted by Assignee hereunder.
Assignor agrees to execute and deliver and cause to be executed and
delivered to Assignee any and all documents and instruments necessary to effect
and complete the transfer to Assignee or all rights granted pursuant to the
Agreement. In the event Assignor fails to execute and deliver such other
documents and instruments
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promptly upon demand therefor by Assignee, Assignee is hereby authorized and
appointed Attorney-In-Fact of and for the Assignor to make, execute and deliver
any and all such documents and instruments.
It is understood that Assignee's aforementioned powers as Attorney-In-Fact
of the Assignor are powers coupled with an interest and irrevocable.
This Assignment and the provisions hereof shall be binding, upon Assignor,
its successors and assigns.
This Assignment shall be subject to the terms and conditions of this
Agreement.
IN WITNESS WHEREOF, THE ASSIGINOR HAS DULY EXECUTED THIS ASSIGNMENT AS OF THE
DATE FIRST STATED ABOVE.
By: /s/
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