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EXHIBIT 10.8
UNIVERSAL STUDIOS
HOLLYWOOD
CONTRACT
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UNIVERSAL STUDIOS
HOLLYWOOD
CONTRACT
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ASSIGNMENT AND CONSENT AGREEMENT
This Assignment and Consent Agreement ("Assignment") is
entered into this 22nd day of September, 1995, by and between Universal City
Studios, Inc., dba Universal Studios Hollywood ("Universal") and Panorama
Productions, Inc., a Delaware corporation ("Assignee"), and is made in
reference to that certain Development and Marketing Agreement ("Agreement")
dated as of January 1, 1992, and executed by Universal and Panorama
International Productions ("Assignor").
Whereas in consideration of the terms and premises contained
hereinbelow, the value and sufficiency of which is hereby acknowledged, the
parties agree as follows.
1. Assignor hereby desires to assign all of its rights,
interest and title under the Agreement and to delegate all its duties,
liabilities and obligations thereunder to Assignee.
2. Assignee hereby desires to assume the assignment and
delegation of all of Assignor's rights, title, interest, duties and obligations
under the Agreement.
3. Universal hereby consents to this Assignment, and
agrees to accept Assignee under the Agreement as if Assignee were originally
named therein, conditioned upon Assignee's agreement to assume, perform and
discharge all terms, duties and obligations identified in the Agreement to be
performed and discharged by Assignor.
This Assignment shall be effective as of the date fully
executed by all parties.
"Assignor" "Assignee"
PANORAMA INTERNATIONAL PANORAMA INTERNATIONAL
PRODUCTIONS PRODUCTIONS, INC.
By: /s/▇▇▇▇ ▇. Recachina By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President Title: President
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"Owner"
UNIVERSAL CITY STUDIOS, INC.
dba UNIVERSAL STUDIOS HOLLYWOOD
By: /s/ ▇▇▇▇▇▇ ▇▇▇
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▇▇▇▇▇▇ ▇▇▇
Vice President, Merchandise
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DEVELOPMENT AND MARKETING AGREEMENT
THIS AGREEMENT is made as of this lst day of January, 1992, by and
between UNIVERSAL CITY STUDIOS, INC., dba Universal Studios Hollywood
("Universal"), whose location is ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and PANORAMA INTERNATIONAL PRODUCTIONS ("Panorama"), whose
location is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: ▇▇.
▇▇▇▇ A. Recachina.
Universal hereby engages Panorama and Panorama accepts such engagement
to produce a Videocassette ("Video") covering the history of Universal Studios
Hollywood ("USH"), the entertainment and adventure of each show and ride, and a
behind the scenes look at USH based on the terms and conditions as set forth
herein. The Video will be for sale exclusively at USH souvenir shops.
Accordingly, Universal and Panorama hereby agree as follows:
ARTICLE 1
SCOPE OF SERVICES
1.1 Universal hereby grants Panorama the right to produce a Video
of approximately sixty (60) minutes in length. Panorama guarantees that the
Video will be ready for sale by June, 1992.
1.2 Panorama shall employ the services of Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇ to
host and narrate the Video at no cost to Universal.
1.3 All aspects of the production and post-production processes
(i.e., script, rough cut, final cut, packaging, etc.) shall be subject to
Universal's final written approval. Failure to respond within ten (10) days of
receipt of request shall constitute approval. Notwithstanding Universal's
right of approval, unless Universal offers to pay the clip license fees for
each film and television clip it approves, Panorama shall be required to
include in the final production only those film and television clips as
Panorama shall approve.
1.4 Panorama will make the Video available to Universal in the PAL
format and in other languages (i.e., Japanese, German, Spanish, and other
languages, as required) at no additional cost to Universal.
1.5 Panorama will make custom video displays, monitors, and an
abbreviated version of the Video for display on the monitors available to
Universal at no additional cost.
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1.6 Panorama shall sell the Video to Universal at a wholesale cost
of Eight Dollars and Seventy-Five Cents ($8.75) each.
1.7 Universal shall have the exclusive right to sell or otherwise
distribute the Video at USH or elsewhere, including, without limitation,
Universal Studios Florida and Universal Studios Distributing Company.
1.8 The retail price of the Video shall be determined by Universal
in its sole discretion.
1.9 Universal may order additional Videos at any time, on an as
needed basis, with no restrictions as to minimum orders.
1.10 Universal shall provide the following for production of the
Video: (i) access to USH on mutually agreeable dates for Panorama's personnel
and equipment; (ii) talent, personnel and others who perform or work at USH.
Provided that Panorama films or tapes such personnel in performance of their
normal duties, their services shall be at no charge to Panorama either now or
in the future; (iii) film clips and television clips from Universal's feature
films and television programs as reasonably requested by Panorama; (iv) rights
and licenses to the aforesaid clips, including necessary music rights, shall be
memorialized in separate agreements with MCA or any of its related licensing
entities, pursuant to such entity's respective standard policies covering such
clip use. Such grant of clips will be subject to MCA's (or its related
entities') standard clip license agreement. All license fees with respect to
the foregoing clips shall be the responsibility of Panorama; and (v) existing
footage of USH.
1.11 The Video shall be formatted so that footage of major new or
replacement attractions at USH may be readily edited into the Video (i.e., any
new or replacement attraction which is advertised by Universal). Panorama
agrees to provide this service at no additional cost to Universal.
1.12 Universal shall provide maximum exposure for the Video in all
souvenir shops at USH, including display on equipment provided to Universal
under Section 1.5. hereof, throughout the term of this Agreement.
ARTICLE 2
PRODUCTION COSTS
Except as otherwise provided in Section 1.3., Panorama shall be solely
responsible for all production and post-production costs of the Video,
including, without limitation, talent, clip license fees or other production
costs that may
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arise. Panorama shall be solely responsible for the development of packaging
of the Video, subject to Universal's approval, which shall not be unreasonably
withheld.
ARTICLE 3
TERMINATION
The term of this Agreement shall be perpetual, unless terminated by
Universal as hereinafter provided. If, for any calendar year, sales of Videos
shall be less than one hundred (100) units, then within ninety (90) days after
the close of such calendar year, Universal shall have the right, in its sole
discretion, to terminate this Agreement upon written notice to Panorama.
Notwithstanding the preceding sentence, Universal shall have no right to
terminate this Agreement prior to January 1, 1998. In such event Universal
will pay Panorama for any outstanding orders of Videos authorized hereunder
prior to the date of termination.
ARTICLE 4
REPRESENTATION AND WARRANTY
Panorama represents and warrants that the ideas and materials to be
delivered by Panorama hereunder shall be original, furnished under a valid
license authorizing the use hereunder or in the public domain and will not
infringe any rights of others, and that the Video may be sold, exhibited or
distributed in any media, with the exception of free and pay television (other
than closed-circuit exhibition on USH premises) and in any manner without
incurring any liability to Panorama or any third parties.
ARTICLE 5
INDEMNIFICATION
Panorama hereby shall indemnify, defend and hold Universal, together
with Universal's partners and/or joint venturers, the respective parent and
affiliated companies of Universal and/or any such partner and/or joint venturer
and any licensee or lessee of Universal's premises and all of the foregoing
persons and/or entities' respective officers, directors, employees and agents,
free and harmless from any and all claims, damages, liabilities, losses, costs
and expenses (including attorneys' fees) for its negligent errors, omissions or
acts arising out of or relating to this Agreement or Panorama's performance of
its professional services on the Project. The aforementioned indemnification
shall apply to all such claims, demands and causes of action except for those
instances where Universal is solely at fault.
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ARTICLE 6
INSURANCE
6.1 Panorama shall provide during the term of this Agreement the
following insurance coverages on the forms and in the amounts not less than
specified:
(a) Statutory Workers' Compensation and Employer's
Liability Insurance with a limit of liability on the latter of not less than
One Hundred Thousand Dollars ($100,000.00). Panorama shall cause its Workers
Compensation carrier to waive insurers right of subrogation with respect to
"Universal City Studios, Inc., MCA, Inc. and affiliated companies".
(b) Comprehensive or Commercial General Liability and/or
Excess Umbrella Liability Insurance written on an occurrence basis with a
combined single limit of not less than One Million Dollars ($1,000,000.00) per
occurrence. Said policy shall include coverage parts for Contractual
Liability, Products/Completed Operations, Broad Form Property Damage, third
party property damage and shall be primary, not contributing coverage.
(c) Business Automobile Liability Coverage and/or Excess
Umbrella Liability Insurance for all owned, hired or non-owned vehicles
utilized by Panorama on USH premises with a combined single limit of not less
than One Million Dollars ($1,000,000.00).
(d) Producer's Errors and Omissions Insurance policy with
a limit of liability of $1,000,000 each occurrence. Said coverage shall be
primary and not contributing.
(e) An "All Risk" property policy covering Panorama's
property, including but not limited to camera equipment and miscellaneous
equipment, whether owned, leased or rented by Panorama. Said policy shall
evidence a Waiver of Subrogation against "Universal City Studios, Inc., MCA,
Inc. and affiliated companies".
6.2 Panorama shall cause its General and Automobile Liability
Insurance carrier(s) to add "Universal City Studios, Inc., MCA, Inc. and
affiliated companies" as additional insureds. All coverages must be primary
and non-contributing with any insurance maintained by Universal.
6.3 Panorama shall deliver to Universal, upon execution of this
Agreement, satisfactory evidence of such insurance coverage on a standard ▇▇▇▇▇
form (or copies of policies, if required). All required insurance shall be
placed with A.M. Best rated carriers satisfactory to the Universal and shall
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provide thirty (30) days written notice of cancellation, non-renewal or
coverage reductions. All insurance furnished by Panorama or its subcontractors
hereunder shall be in full force and effect during Panorama's performance of
this Agreement. If Panorama fails to deliver said insurance certificates,
Universal's failure to request delivery shall in no way be construed as a
waiver of Panorama's obligation to provide the insurance coverage specified in
this Article. Such evidence should be sent to the attention of Universal's
Contract Administrator at the address set forth in the preamble above.
6.4 The stipulated limits of coverage in paragraph, 7.1" above
shall not be construed as a limitation of any potential liability Panorama may
have to Universal under the provisions of this Agreement or otherwise.
ARTICLE 7
OWNERSHIP OF MATERIALS
All materials furnished by Panorama hereunder shall be the property of
Universal; however, upon termination of this Agreement, neither Universal nor
Panorama shall make any use of any part of said materials without the express
written consent of the other. Universal hereby agrees to indemnify, defend and
hold Panorama harmless from any liability, losses, costs and expenses arising
out of or relating to the use of elements contributed to the Video by Universal
ARTICLE 8
COPYRIGHTS AND TRADEMARKS
8.1 Universal shall own all rights in the Project and in all of
the results and proceeds of Panorama's services with respect thereto.
Universal shall have the right to obtain in its name copyright and renewals of
copyright and other protection of the Project and all elements thereof.
Panorama hereby sells, assigns and transfers unto Universal all rights of every
kind and nature including copyright in and to the materials to be furnished by
Panorama hereunder. At all times during its engagement by Universal and after
the termination of said engagement for any reason, Panorama shall assist
Universal to obtain and maintain for Universal-*s benefit copyrights in the
material and Panorama shall execute such further instruments as Universal may
reasonable require as evidence of ownership of such rights.
8.2 All materials released by Panorama will bear Universal's
appropriate trademark and copyright notices. Panorama shall cooperate with
Universal in taking all
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requested actions to protect Universal's copyrights as well as its other rights
in trademarks and service marks.
ARTICLE 9
CONFIDENTIALITY
The Project and all matters relating thereto, including any
discussions between Universal and Panorama shall be treated as confidential by
Panorama. Without prior written approval of Universal, except in the ordinary
course of solicitation of business by Panorama, Panorama shall not discuss the
Project or their relationship thereto with any branch of the media or with any
third .party nor shall Panorama furnish any written materials, photographs or
videotape relating to the Project to any such media entity or third party.
ARTICLE 10
DISCLOSURE OBLIGATION
Notwithstanding and in addition to anything else set forth herein,
Panorama shall notify Universal in writing prior to entering into each and
every agreement between Panorama and any Competitor of Universal ("Competitor"
is herein defined to include any company in the leisure time or guest
attraction industries) of Panorama's imminent plans to enter therein. This
information is vital to Universal's preservation and protection of proprietary
information and other information which could give an undue advantage to
Universal's Competitors. Nothing in this Article shall be construed as
requiring Panorama to obtain the approval of Universal prior to Panorama
entering into any such agreement.
ARTICLE 11
INDEPENDENT CONTRACTOR
It is understood and agreed that Panorama is acting as an independent
contractor in performance of Panorama's obligations hereunder. Nothing herein
contained shall be construed as creating the relationship of joint venturers,
principal and agent or employer and employee between Universal and Panorama.
ARTICLE 12
FAIR EMPLOYMENT
Neither Panorama nor its subcontractors shall discriminate against any
employee or applicant for employment
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because of race, religion, color, sex, age, physical handicap or national
origin, except where sex or absence of physical handicap is a bona fide
occupational qualification, and that Panorama shall execute and cause each of
its subcontractors to execute any such certificates and covenants not to
discriminate, as may be required by any governmental authority. Panorama
shall, in all solicitation or advertisements for employees placed by them or on
their behalf, state that all qualified applicants will receive consideration
for employment without regard to their race, religion, color, sex or national
origin.
ARTICLE 13
LABOR RELATIONS
Panorama shall conduct its operations and its relations with all of
its employees and all of the employees of subcontractors so as not to interfere
with, or cause labor or union friction with, any persons working on the
Project, bringing materials to the Project, in any way connected with the
Project, or with any labor unions or personnel working at Universal's studios
in Universal City. Notwithstanding the generality of the foregoing, Panorama
shall immediately take any action in the event of any jurisdictional labor
dispute or jurisdictional strike as instructed by Universal. In the event that
Panorama shall become involved in a labor dispute which causes injury or
inconvenience to Universal (in Universal's sole discretion), Universal shall
have the right to terminate this Agreement. All personnel used in connection
with the Project shall be experienced and competent.
ARTICLE 14
NOTICES
All notices or matters which Panorama is required or may desire to
give Universal hereunder shall be in writing and sent by registered or
certified mail, addressed to the attention of Universal's Vice President,
Merchandise, at the address set forth above in the preamble to this Agreement.
Notices or matters that Universal is required, or may desire to give Panorama
hereunder, shall be in writing and sent by mail or facsimiled addressed to
Panorama at the address set forth above in the preamble to this Agreement or
such other location as agreed to in writing by Universal and Panorama, or
facsimiled, with a copy similarly transmitted to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. All notices shall
be deemed delivered five (5) days after the date mailed or the date facsimiled.
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ARTICLE 15
ASSIGNMENT
Universal may assign this Agreement to any party. In such event,
Universal shall be released from its remaining obligations thereunder if the
assignee expressly assumes such remaining obligations and has the financial
capability to perform. Panorama shall not assign this Agreement.
ARTICLE 16
LEGAL PROCEEDINGS
Any legal proceeding of any nature brought by either party hereto
against the other party to enforce any right or obligation under the Agreement,
or arising out of any matter pertaining to this Agreement or the services to be
rendered hereunder, shall be submitted for trial before any court of competent
jurisdiction in the State of California. The parties hereto consent and submit
to the jurisdiction of any such court and agree to accept service of process
outside the State of California in any matter to be submitted to any such court
pursuant hereto.
ARTICLE 17
ENTIRE AGREEMENT
This Agreement shall be construed in accordance with the laws of the
State of California. No provision hereof may be waived or modified except by a
writing signed by both parties. This Agreement represents the entire
understanding of the parties and supersedes all prior written or oral
agreements between them with respect to the subject matter.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed the day and year first above written.
UNIVERSAL CITY STUDIOS, INC. PANORAMA INTERNATIONAL
dba Universal Studios Hollywood PRODUCTIONS
("Universal") ("Panorama")
By: /s/▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. Recachina
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▇▇▇▇ ▇▇▇▇▇▇▇ (Authorized Signature)
Vice President
Merchandise Title: President
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Date: 1-27-92 Date: January 24, 1992
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