Portions of this exhibit have been deleted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment. The redacted portions are identified by brackets with the character
"*" indicating deleted information.
[*] CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT 10.19
HOME VIDEO RIGHTS ACQUISITION AGREEMENT
(DOMESTIC)
DATED AS OF AUGUST 8, 1996
1. PARTIES:
(a) Twentieth Century Fox Home Entertainment, Inc. ("FOX"), on the one
hand; and
(b) Saban Entertainment, Inc. ("SEI"), and Ventura Film Distributors, B.V.
("VENTURA") (collectively, "SABAN"), on the other hand.
2. CONDITION PRECEDENT: This Home Video Rights Acquisition Agreement
("Agreement") is subject in its entirety to early termination of the Agreement
dated as of March 1, 1994 between Saban and WarnerVision Entertainment, Inc.
("WARNER") as successor to A* Vision ("WARNER AGREEMENT"), pursuant to the
following:
(a) Warner Effective Date: The effective date of the early termination of
the Warner Agreement ("WARNER EFFECTIVE DATE") shall be on or prior to
September 11, 1996.
(b) Buy-Out Contributions: The monies required to be paid to Warner as
consideration for early termination of the Warner Agreement ("BUY-OUT
PRICE") shall consist of Fox's Buy-Out Contribution and Saban's Buy-Out
Contribution. The amount of Fox's contribution to the Buy-Out Price as
consideration for the exclusive grant of Distribution Rights hereunder
("FOX'S BUY-OUT CONTRIBUTION") shall be [*] The amount of Saban's
contribution to the Buy-Out Price ("SABAN'S BUY-OUT CONTRIBUTION") shall
equal the difference between the Buy-Out Price and Fox's Buy-Out
Contribution, and shall be at least [*] Fox shall loan [*] to Saban for its
use in paying Saban's Buy-Out Contribution ("BUY-OUT LOAN").
(c) Timing of Payment: Saban shall be solely responsible for paying the
Buy-Out Price to Warner. Provided Saban negotiates termination of the
Warner Agreement in compliance with Paragraph 2.(a), and provided Saban
first pays the full amount of the Buy-Out Price to Warner, Fox shall pay
Fox's Buy-Out Contribution to Saban and the Buy-Out Loan within 10 days
following signature of this Agreement.
(d) Failure to Early Terminate: If the Warner Effective Date does not
occur on or prior to September 11, 1996, any monies theretofore paid by Fox
to Saban, if any, shall be immediately refunded, this Agreement shall
immediately terminate and neither Fox nor Saban shall have any further
obligation to the other hereunder.
3. PROGRAMS: "PROGRAMS" means collectively, Saban Programs, FCN Programs, and
Marvel Programs, pursuant to the following:
(a) "SABAN PROGRAMS" means the Television Series "Sweet Valley High", and
all Television Motion Pictures originally produced and broadcast primarily
for an audience of children 12 years of age and younger, as to which any
right of Home Video Distribution in all or any part of the Distribution
Territory at any time during the Output Term is or becomes owned or
controlled by SEI or Ventura, including any and all versions of such
Television Motion Pictures and "making of" or other promotional programs
produced in connection with such Television Motion Pictures (if available),
excluding only
the following:
(i) Any Theatrical Motion Picture, Movie-for-Television, or
Television Mini-Series; and
(ii) The Television Series currently entitled "X-Men" and any
sequels thereto, prior to the expiration or any early termination of
the agreement dated June 28, 1994 between SEI, Saban International
N.V. ("SINV") and Polygram Video International Limited. The date of
expiration or early termination of such agreement shall be referred to
as the "X-MEN EFFECTIVE DATE".
(b) "FCN PROGRAMS" means all Television Motion Pictures as to which any
right of Home Video Distribution in all or any part of the Distribution
Territory at any time during the Output Term is or becomes owned or
controlled by Fox Children's Network, Inc. ("FCN") or any successor,
including any and all versions of such Television Motion Pictures and
"making of" or other promotional programs produced in connection with such
Television Motion Pictures (if available), excluding only any Theatrical
Motion Picture, Movie-for-Television, or Television Mini-Series.
(c) "MARVEL PROGRAMS" means, collectively, all New Marvel Programs and Old
Marvel Programs, pursuant to the following:
(i) "NEW MARVEL PROGRAMS" means all Television Motion Pictures
produced or to be produced by Saban pursuant to the agreement dated as
of June 24, 1996 among Marvel Characters Group, Inc. ("MARVEL"), Fox
Kids Worldwide LLC ("FKW"), and SINV, excluding only any Theatrical
Motion Picture, Movie-for-Television, or Television Mini-Series; and
(ii) "OLD MARVEL PROGRAMS" means all Television Motion Pictures, if
any, as to which any right of Home Video Distribution in all or any
part of the Distribution Territory at any time during the Output Term
is or becomes owned or controlled by Marvel and subsequently becomes
owned or controlled by Saban or FKW (or any successor of either or
both), including any and all versions of such Television Motion
Pictures and "making of" or other promotional programs produced in
connection with such Television Motion Pictures (if available), and
excluding only New Marvel Programs and any Theatrical Motion Picture,
Movie-for-Television, or Television Mini-Series. The date, if any,
that Saban or FKW (or any successor of either or both) acquires any
right of Home Video Distribution of any Old Marvel Program shall be
referred to as the "OLD MARVEL EFFECTIVE DATE".
A list identifying the titles of substantially every Program existing as of the
Warner Effective Date to which SEI and Ventura owns or controls the right of
Home Video Distribution of such Program in one or more Territories of the
Distribution Territory, and the expiration date of such right(s), is attached
hereto as EXHIBIT "A". Within 30 days following signature of this Agreement by
Saban, and thereafter no less frequently than quarterly during the Output Term,
Saban shall supply to Fox updated versions of Exhibit "A", containing additions,
deletions and/or corrections to the immediately preceding version of Exhibit
"A", as applicable.
4. DISTRIBUTION RIGHTS: Fox shall have the right to exercise the U.S. Rights
and the Canadian Rights (collectively, "DISTRIBUTION RIGHTS") pursuant to the
following:
(a) U.S. Rights: SEI hereby grants and licenses to Fox the sole and
exclusive right and license under copyright and otherwise to exercise all
rights of Home Video Distribution and Home Video Exhibition with respect to
English-language and Spanish-language versions of the Programs throughout
the U.S. Territory, and all additional rights in connection with Home Video
Distribution and
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Home Video Exhibition of such Programs and marketing, advertising, and
promotion thereof as more fully described in the Standard Terms attached
hereto (collectively, "U.S. RIGHTS"). SEI has not and will not during the
Distribution Term sell, assign, license or grant to any Party other than
Fox, encumber, or utilize the U.S. Rights to any Program.
(b) Canadian Rights: Ventura hereby grants to Fox the sole and exclusive
right under copyright and otherwise to exercise all rights of Home Video
Distribution and Home Video Exhibition with respect to English-language
versions of the Programs throughout Canada, and all additional rights in
connection with Home Video Distribution and Home Video Exhibition of such
Programs and marketing, advertising, and promotion thereof as more fully
described in the Standard Terms attached hereto (collectively, "CANADIAN
RIGHTS"). Ventura has not and will not during the Distribution Term sell,
assign, license or grant to any Party other than Fox, encumber, or utilize
the Canadian Rights to any Program.
5. RESERVED RIGHTS: Saban reserves all rights not expressly granted herein,
including, without limitation, all rights of Theatrical Distribution and
Theatrical Exhibition of the Programs, Television Distribution and Television
Exhibition of the Programs, Non-Theatrical Distribution and Non-Theatrical
Exhibition of the Programs, and all Interactive Media Merchandising Rights with
respect to the Programs.
6. DISTRIBUTION TERRITORY: The "DISTRIBUTION TERRITORY" shall consist of the
U.S. Territory and the Canadian Territory. The "U.S. TERRITORY" shall mean the
United States, its territories and possessions, but excluding Puerto Rico. The
"Canadian Territory" shall mean the Dominion of Canada, and its territories and
possessions.
7. OUTPUT TERM/DISTRIBUTION TERM: The period during which Programs are
subject to this Agreement ("OUTPUT TERM") shall commence as follows: (a) for all
Programs except Old Marvel Programs and "X-Men", on the Warner Effective Date,
(b) for Old Marvel Programs, on the Old Marvel Effective Date, and (c) for "X-
Men" on the X-Men Effective Date, and, for all Programs, shall expire seven (7)
years after the Warner Effective Date. The period during which Fox may exercise
the Distribution Rights to the Programs ("DISTRIBUTION TERM") shall be co-
extensive with the Output Term, except that, for each Program released during
the last two years of the Output Term, Fox may continue to exercise the
Distribution Rights until nine (9) years after the Warner Effective Date. Each
year of the Output Term, or Distribution Term, as applicable, may be referred to
as a "CONTRACT YEAR".
8. RELEASE AVAILABILITY REQUIREMENTS/DELIVERY/VIDEO AVAILABILITY:
(a) RELEASE AVAILABILITY REQUIREMENTS: During each Contract Year, Saban
shall make available for release by Fox at least six (6) Programs mutually
acceptable to Fox and Saban, at least two of which shall not have been
previously released for Home Video Distribution in any Territory of the
Distribution Territory ("PROGRAM MINIMUM"). Each Program eligible to
satisfy the Program Minimum shall be available for release throughout the
Distribution Territory and for the entirety of the applicable portion of
the Distribution Term. In addition to the Program Minimum, additional
Programs may be released by mutual agreement.
(b) DELIVERY: For each Program mutually approved for release pursuant to
Paragraph 12.(a)(ii), Saban shall complete Delivery to Fox the earlier of
(i) 30 days after Fox's request for such Delivery, or (ii) no later than 90
days before the first Initial Release Date for such Program in any
Territory of the Distribution Territory. The Programs shall be delivered in
accordance with the Standard Terms and Conditions and Saban shall bear all
costs of Delivery.
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[*] CONFIDENTIAL TREATMENT REQUESTED
(c) VIDEO AVAILABILITY: Each Program made available for release by Fox
pursuant to Paragraph 8.(a) shall be available for Home Video Distribution
by Fox in every Territory of the Distribution Territory for which Saban has
the right of Home Video Distribution. For each Program created following
the date hereof, Saban shall notify Fox in writing prior to any grant by
Saban of any holdback on home video distribution of such Program in any
Territory of the Distribution Territory.
9. PAYMENTS TO SABAN:
(a) SABAN'S SHARE: In consideration of the grant of the Distribution
Rights and Saban's representations and warranties herein, and subject to
Saban's compliance with this Agreement (including compliance with the
Standard Terms and Conditions and prompt completion of Delivery of all
Programs to be released hereunder), Fox shall remit to Saban [*] as
"SABAN'S SHARE". [*] if any, after Fox deducts, on a continuing and
cumulative basis based on financial data determined, recorded and computed
as of the end of the particular Statement Period for which a periodic
Accounting Statement is being rendered, the aggregate of the following
items, in the order of priority set forth below:
(i) Home Video Distribution Expenses;
(ii) [*] ("INTEREST RATE"); and
(iii) The Buy-Out Loan.
(b) Participation Terminology:
(i) "FOX ENTITY": Fox, a Subsidiary or an Affiliate.
(ii) "FOX HOME VIDEO DISTRIBUTOR": A Fox Entity which is a Home Video
Distributor .
(iii) "GROSS RECEIPTS": [*] ("PROMOTIONAL CASSETTES").
(iv) "HOME VIDEO DISTRIBUTION EXPENSES": All Manufacturing Costs,
Sales and Marketing Costs and Miscellaneous Distribution Costs which
are paid, advanced, incurred or accrued by Fox (including its
Subsidiaries and Affiliates) by reason of, in connection with, or
which are allocable to the Home Video Distribution of Cassettes of the
Programs, pursuant to the following:
(A) "MANUFACTURING COSTS": For all Cassettes of Programs
actually shipped, all third-party costs of manufacture, packaging
and shipping of Cassettes of the Programs (reflecting volume
discounts/rebates), including costs of re-editing, dubbing,
subtitling, closed captioning and descriptive services (if any),
costs of anti-piracy devices and anti-copying protection,
mastering, raw materials costs including
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[*] CONFIDENTIAL TREATMENT REQUESTED
tape, disc, shell, cartridge, box, labels, sleeves, containers,
stickers, duplication, packaging materials and services including
plastic-wrapping, "pick, pack and ship" and other physical
distribution and handling services, freight, inventory management
services, warehousing, insurance, storage, degaussing and
disposal;
(B) "SALES AND MARKETING COSTS": All third-party costs in
connection with the selling, advertising and promotion of
Cassettes of the Programs, including design, production and
manufacture of marketing and advertising materials, press kits,
trailers, screening Cassettes, media purchases, mailers,
promotions, fulfillment, advertising funding and rebates
including "co-op", sales rebates, display and point-of-purchase
advertising, advertising agency and public relations fees,
consultant fees, sales incentive programs, an allocable portion
of the dues and assessments paid with respect to industry anti-
piracy programs relating to Cassettes, research, trade show and
entertainment costs, commercial fie-ins and sales commissions;
and
(C) "MISCELLANEOUS DISTRIBUTION COSTS": All amounts (however
denominated) remitted by or on behalf of Fox to taxing
authorities as sales, use, excise, VAT, commodity, remittance,
withholding and comparable or similar taxes (collectively,
"VIDEO-RELATED TAXES"); and all costs and expenses paid,
advanced, incurred or accrued in connection with the Home Video
Distribution of Cassettes of the Programs, excluding
Manufacturing Costs and Sales and Marketing Costs but including
the conversion of funds costs, collection costs, and costs
incurred with respect to licensing the right to engage in Home
Video Distribution of Cassettes of the Programs.
(v) "HOME VIDEO DISTRIBUTOR": A Party licensed to perform Home Video
Distribution by a Fox Entity and which engages in the sale or rental
of Cassettes embodying Motion Pictures directly to wholesale dealers
and/or retail dealers and outlets. The term Home Video Distributor
shall not include a wholesale or retail dealer or outlet which buys or
leases Cassettes embodying Motion Pictures from a Party which is also
a Home Video Distributor.
(c) Reasonable Reserves:
(i) Fox may establish and maintain reasonable reserves for anticipated
costs, charges and/or revaluations, including bad debts, returns,
defectives, freight, obsolescence, Video-Related Taxes, co-op
advertising and market development funding. The amount of such
reserves as a percentage of Gross Receipts shall not exceed the
maximum amount provided for in Fox's then-current accounting practices
and policies as they apply to Fox's own (or its affiliates') similar
product. [*] Bad debts shall not in any event be deducted more than
once.
(ii Any reserves taken hereunder shall be liquidated periodically,
pursuant to Fox's then-current accounting practices and policies. Fox
represents that, pursuant to Fox's accounting practices and policies
as of the date hereof, reserves are liquidated annually.
(d) Accounting By Fox: With respect to each Program released hereunder,
Fox shall account to Saban with respect to Gross Receipts, Net Receipts and
Saban's Share as follows:
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[*] CONFIDENTIAL TREATMENT REQUESTED
(i) First Accounting Statement and Payment: Fox shall deliver an
initial accounting statement, in a form determined by Fox, which shows
in summary form Gross Receipts, permitted deductions therefrom, and
Net Receipts, if any, ("ACCOUNTING STATEMENT") and shall pay Saban's
Share of Net Receipts, if any, no less than 45 days after the end of
the calendar quarter in which the Initial Release Date of such Program
in the Distribution Territory occurs.
(ii) Subsequent Accounting Statements and Payments: As to all
subsequent Accounting Statements and payments relating to such Program
other than those set forth in Paragraph 9.(d)(i), Fox shall deliver a
Accounting Statement and pay any balance of Saban's Share of Net
Receipts, if any, 45 days after the end of each calendar quarter in
which Gross Receipts are determined to have been collected for, or any
permitted deductions are taken with respect to, such Program.
10. CROSS-COLLATERALIZATION/SHORTFALLS: The Programs are cross-collateralized,
and Fox may recoup Home Video Distribution Expenses for any Program and the Buy-
Out Loan from Gross Receipts from all Programs. [*]
11. THIRD PARTY PARTICIPATIONS/GUILD PAYMENTS: With respect to each of the
Programs, as between Saban and Fox, Saban shall be solely responsible to account
to and/or make any payments to third Party participants in the proceeds of the
Program derived from the exploitation of the Distribution Rights in the
Distribution Territory. With respect to each of the Programs, as between Saban
and Fox, Saban shall be solely responsible for and shall pay all Guild Payments
with respect to the Program. If, notwithstanding the foregoing sentence, Fox is
compelled to pay any Guild Payments with respect to a Program pursuant to a
collective bargaining agreement or by contractual agreement, Fox shall recoup
such Guild Payments from any amounts payable to Saban and Saban shall, upon
Fox's request, pay Fox an amount equal to the balance of Guild Payments paid by
Fox which have not been so recouped.
12. DISTRIBUTION AND EXPLOITATION:
(a) Fox's Obligations to Saban:
(i) Limitations on Home Video Distribution Expenses: Home Video
Distribution Expenses shall not include any allocation of costs of
Fox's overhead (including rent and employee salaries for marketing,
sales, credit evaluation and manufacturing supervision services)
without Saban's advance written permission. All costs and expenses
paid or incurred by Fox or a Fox Home Video Distributor in
transactions with Fox's affiliates shall be reasonable and customary
and shall not exceed the amount generally paid (or which would be
paid) by unrelated third Parties for similar goods and services.
(ii) Release Decisions/Release Dates: Fox and Saban may each propose
Programs to be released hereunder, but Saban shall have no obligation
to make any particular Program available for release hereunder. After
mutual consultation, Fox shall submit release proposals (including
proposed Initial Release Dates) to Saban. Saban shall approve or
disapprove such release proposal within 10 business days following
submission to Saban. In the event Saban fails to approve or disapprove
such release proposal within such period, the release proposal
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shall be deemed approved. Approvals hereunder shall not be
unreasonably withheld. Any Program release of which is approved by
Saban hereunder shall be referred to as an "APPROVED PROGRAM".
(iii) Obligations to Third Parties: For each Program Saban makes
available for release hereunder, Saban shall notify Fox in writing at
the time such Program is made available to Fox of all contractual or
other legal limitations on Home Video Distribution and/or Home Video
Exhibition of such Program ("PROGRAM RESTRICTIONS"). Provided Saban
complies with its obligations under the foregoing sentence, if such
Program is thereafter released by Fox hereunder, Fox shall use
reasonable efforts to comply with all such Program Restrictions.
(iv) Artwork: For each Approved Program to be released by Fox
hereunder, Fox shall submit for Saban's prior approval all proposed
artwork for Cassettes of the Program. If Saban does not approve or
disapprove such packaging within three (3) business days of submission
to Saban, the packaging shall be deemed approved. Approvals hereunder
shall not be unreasonably withheld.
(v) Marketing Plans: Reasonably in advance of the Initial Release
Date for any Approved Program, Fox shall submit to Saban a proposed
marketing plan setting forth budgeted estimates for certain categories
of Sales and Marketing Expenses for the Distribution Territory
("MARKETING PLAN") substantially in the form then-used by Fox. Saban
shall have the right to approve the proposed Marketing Plan submitted
by Fox. Saban shall approve or disapprove such proposed Marketing Plan
within ten (10) business days of its submission to Saban. In the event
Saban fails to approve or disapprove such proposed Marketing Plan
within such period, the Marketing Plan shall be deemed approved.
Approvals hereunder shall not be unreasonably withheld. If Saban
timely notifies Fox of its disapproval, Fox shall use reasonable
commercial efforts to modify such proposed Marketing Plan to obtain
Saban's approval; provided, however, that in the event Saban declines
to give approval, (a) Fox shall not release the Program, and (b) the
Program shall not be included in the Program Minimum. Fox shall in any
event deduct its costs pursuant to Paragraph 9.
(vi) Use of Logos:
(A) All Programs: No later than a date reasonably in advance of
the Initial Release Date for the first Program to be released
hereunder, Fox shall submit to Saban a proposed new logo for use
on all packaging of Cassettes of the Programs and in all
advertising of such Cassettes by Fox or under Fox's control.
Saban shall approve or disapprove such logo within ten (10)
business days of submission to Saban. In the event Saban fails to
approve or disapprove such logo within such period, such logo
shall be deemed approved. Approvals hereunder shall not be
unreasonably withheld.
(B) Saban Programs: Fox shall include Saban's logos (including
without limitation a "Fox Kids" logo) on the back of the
packaging of Cassettes of the Saban Programs, in equal prominence
to Fox's logos; provided, however, that when Saban's name or logo
forms a part of the title of a Saban Program, such name or logo,
as applicable, shall be used as part of such title.
(C) FCN Programs: Fox shall include FCN's logos on the back of
the packaging of Cassettes of the FCN Programs, in equal
prominence to Fox's logos; provided,
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[*] CONFIDENTIAL TREATMENT REQUESTED
however, that when FCN's name or logo forms a part of the title
of a FCN Program, such name or logo, as applicable, shall be used
as part of such title.
(D) Marvel Programs: Fox shall include Marvel's logos on the
back of the packaging of Cassettes of the Marvel Programs, in
equal prominence to Fox's logos, provided, however, that when
Marvel's name or logo forms a part of the title of a Marvel
Program, such name or logo, as applicable, shall be used as part
of such title.
(vii) Home Video Distribution: Fox agrees to consult in good faith
with Saban concerning the Home Video Distribution of Cassettes of the
Programs. Fox agrees that Cassettes of the Programs shall be
distributed in a commercially reasonable and non-discriminatory manner
which is no less favorable to Saban than the manner in which Fox
distributes Cassettes of its own (or its affiliates') similar product.
(b) Fox's Control: Except as provided in Paragraph 12.(a), Fox shall have
complete, exclusive and unqualified discretion and control as to the time,
manner (e.g., whether direct or through intermediaries) and trade terms of
Home Video Distribution of the Programs, in accordance with such policies,
terms and conditions and through such Parties as Fox in its sole business
judgment may determine proper or expedient. Fox makes no express or implied
representation, warranty, guaranty or agreement that any of the Programs
will be released or distributed, as to the manner or extent of any
distribution or other exploitation of any such Program, nor the amount of
money to be derived therefrom or expended in connection therewith, nor the
performance by any subsidiary and/or affiliated entity of Fox, or any
subdistributor or licensee in connection with the distribution or other
exploitation of the Programs.
(c) Saban's Obligations to Fox: In addition to its other obligations under
this Agreement, Saban shall assist Fox in obtaining (and provide all
documentation required to obtain) such licenses and permits as may be
necessary or desirable for the importation, and distribution of the
Programs in the Distribution Territory.
13. EXPIRATION / TERMINATION PROCEDURES: All Motion Picture Copies of the
Programs made by or for Fox shall be Fox's property. Upon expiration or any
earlier termination of the Distribution Term for a Program, all Delivery items,
Motion Picture Copies, trailers, advertising materials and accessories with
regard to such Program which were delivered to Fox by Saban and which are
existing and within Fox's control at the time of such expiration or earlier
termination, shall be returned or sent to Saban to such place as Saban shall
designate (the cost to be treated as a Manufacturing Cost hereunder). All
Cassettes of such Program in Fox's inventory at such time shall be degaussed
(the cost thereof to be treated as an additional Manufacturing Cost and the
salvage value thereof to be treated as a reduction in Manufacturing Cost
hereunder). [*]
14. REPRESENTATIONS AND WARRANTIES:
(a) Fox Representations and Warranties: Fox represents, warrants and
agrees that (i) Fox has the authority to enter into this Agreement and has
taken all corporate and other action necessary to duly and validly
authorize its signature and the performance of this Agreement, (ii) there
are no existing or threatened claims against it which would prevent Fox
from performing under this Agreement, (iii) Fox shall not exercise the
Distribution Rights outside the Distribution Territory without Saban's
written permission, which Saban may grant or withhold in its sole
discretion, (iv) Fox shall
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not exercise the Distribution Rights following expiration of the
Distribution Term without Saban's written permission, which Saban may grant
or withhold in its sole discretion, and (v) Fox shall not exercise any
rights with respect to the Programs other than the Distribution Rights
without Saban's written permission, which Saban may grant or withhold in
its sole discretion.
(b) Saban Representations and Warranties:
(i) SEI represents, warrants end agrees as follows:
(A) Authority/Action: SEI has the authority to enter into this
Agreement and has taken all corporate and other action necessary
to duly and validly authorize its signature and the performance
of this Agreement.
(B) Rights -- All Programs: Exhibit "A" is complete and accurate
in all material respects, and each updated version of Exhibit
"A", as and when delivered to Fox pursuant to Paragraph 3., shall
be complete and accurate in all material respects.
(C) Rights/Payments/Quality -- Released Programs: For each
Program released in the U.S. Territory hereunder. SEI has and
shall continue to have the absolute and exclusive right during
the Distribution Term to grant to and vest in Fox all of the U.S.
Rights, and that all of the U.S. Rights shall be free and clear
of any and all restrictions, claims, liens, encumbrances,
impairments or defects of any nature which would impair or
interfere with the exercise by Fox of the U.S. Rights during the
Distribution Term. SEI further represents, warrants and agrees
that SEI has not and will not during the Distribution Term sell,
assign, license, grant, encumber, utilize the Program or
Cassettes thereof or any of the literary or musical properties
used therein in any way that may adversely affect or impair such
U.S. Rights, and that none of the U.S. Rights have been sold,
assigned, licensed or granted to any third Party.
(D) No Infringement: For each Program released in the U.S.
Territory hereunder, the execution of this Agreement, the content
of such Program, and the exercise by Fox of any of the U.S.
Rights will not violate or infringe any rights of any Party.
(E) Valid Copyright: For each Program released in the U.S.
Territory hereunder, the copyright in the Program and in all
literary, dramatic and musical material upon which it is based or
which is contained in the Program will be valid and subsisting
during the Distribution Term in the United States, and no part
thereof is in the public domain.
(F) Litigation: For each Program released in the U.S. Territory
hereunder, there is no litigation, proceeding or claim pending or
threatened against SEI or other Party which might materially
adversely affect SEI's rights in and to the Program, any
copyrights pertaining thereto or the U.S. Rights granted to Fox
hereunder.
(ii) Ventura represents, warrants and agrees as follows:
(A) Authority/Action: Ventura has the authority to enter into
this Agreement and has taken all corporate and other action
necessary to duly and validly authorize its
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signature and the performance of this Agreement.
(B) Rights -- All Programs: Exhibit "A" is complete and accurate
in all material respects, and each updated version of Exhibit
"A", as and when delivered to Fox pursuant to Paragraph 3., shall
be complete and accurate in all material respects.
(C) Rights/Payments/Quality -- Released Programs: For each
Program released in the Canadian Territory hereunder, Ventura has
and shall continue to have the absolute and exclusive right
during the Distribution Term to grant to and vest in Fox all of
the Canadian Rights, and that all of the Canadian Rights shall be
free and clear of any and all restrictions, claims, liens,
encumbrances, impairments or defects of any nature which would
impair or interfere with the exercise by Fox of the Canadian
Rights during the Distribution Term. Ventura further represents,
warrants and agrees that Ventura has not and will not during the
Distribution Term sell, assign, license, grant, encumber, utilize
the Program or Cassettes thereof or any of the literary or
musical properties used therein in any way that may adversely
affect or impair such Canadian Rights, and that none of the U.S.
Rights have been sold, assigned, licensed or granted to any third
Party.
(D) No Infringement: For each Program released in the Canadian
Territory hereunder, the execution of this Agreement, the content
of the Program, and the exercise by Fox of any of the Canadian
Rights will not violate or infringe any rights of any Party.
(E) Valid Copyright: For each Program released in the Canadian
Territory hereunder, the copyright in the Program and in all
literary, dramatic and musical material upon which it is based or
which is contained in the Program will be valid and subsisting
during the Distribution Term in Canada, and no part thereof is in
the public domain.
(F) Litigation: For each Program released in the Canadian
Territory hereunder, there is no litigation, proceeding or claim
pending or threatened against Ventura or other Party which might
materially adversely affect Ventura's rights in and to the
Program, any copyrights pertaining thereto or the Canadian Rights
granted to Fox hereunder.
15. GUARANTY: In order to induce Fox to enter into this Agreement, and as a
material obligation hereunder, SEI shall (a) guarantee the performance of
Ventura's obligations under this Agreement and any amendments thereto, without
recourse to Ventura; and (b) concurrently with Ventura's signature of the
Agreement, sign a guaranty agreement which is in a form acceptable to Fox in its
sole discretion ("GUARANTY"). The Guaranty required under this Paragraph 15
shall commence as of the date hereof and shall continue in full force and effect
until 6 months after the end of the Distribution Term. SEI's failure to deliver
any Guaranty in compliance with this Paragraph 15 or any subsequent lapse,
cancellation, termination or other failure of any Guaranty shall be a material
breach of the Agreement.
16. INDEMNITIES:
(a) By Fox: Fox shall indemnify and hold harmless Saban, its parents,
subsidiary and affiliated entities, successors, officers, directors,
shareholders, employees and agents, from any and all demands, actions,
claims, or proceedings and from any and all damages, liabilities, costs,
losses and
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expenses (including reasonable attorneys' fees and expenses) (collectively,
"CLAIMS") relating to or arising out of any violation or alleged violation
of any of the warranties, representations or agreements made by Fox or
Fox's errors or omissions in the distribution of Cassettes of the Programs
hereunder.
(b) By Saban: Saban shall indemnify and hold harmless Fox, its parents,
subsidiary and affiliated entities, successors, officers, directors,
shareholders, employees and agents, from and against any and all Claims
relating to or arising out of (i) the Warner Agreement, including
termination thereof, (ii any violation of any of the warranties,
representations or agreements made by Saban, (ii the content of or any
error or omission in any Program released hereunder, or in any material or
information furnished by Saban, (iv any failure of Saban to furnish such
material or information in a timely manner, (v) any Claim by a third Party,
claiming through Saban or its predecessors or grantors, to participate in
the proceeds of a Program derived from the exploitation of the Distribution
Rights in the Distribution Territory, (vi any Claim by a third Party with
respect to Guild Payments, or (vi any Claim arising from a violation of law
by Saban. Fox shall have the right to deduct all amounts paid or incurred
by Fox with respect to Claims from sums accruing to Saban.
17. NOTICES/DESIGNATION OF AGENT:
(a) To Fox: All notices from Saban to Fox shall be given in writing by
mail (postage prepaid), messenger or telecopier (and if sent by telecopier,
such notice shall be concurrently sent by mail) addressed as indicated
below. The earlier of: (i) actual receipt; (ii 3 business days after the
date of mailing; or (ii the date of telecopying shall be deemed to be the
date of service.
Mail: P.O. Box 900
Beverly Hills, California 90213
Attention: Legal Department
Messenger: 2121 Avenue of the Stars, Suite 1300
Los Angeles, California 90067
Attention: Legal Department
Telecopier: (310) 369-4739
Telephone: (310) 369-3022
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(b) To Saban: All notices from Fox to Saban may be given in writing by
mail (postage prepaid) or messenger or addressed as indicated below. The
earlier of (i) actual receipt; (ii 3 business days after the date of
mailing; or (ii the date of telecopying shall be deemed to be the date of
service.
Mail and 10960 Wilshire Boulevard
Messenger: Los Angeles, California
Attention: General Counsel
Telecopier: (310) 235-5102
Telephone: (310) 235-5100
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(c) SERVICE OF PROCESS:
(i) Fox: Fox designates and appoints Mary Anne Harrison, at 10201
West Pico Boulevard, Los Angeles, California 90035, as its agent to
accept service of process in California, or such other person as Fox
may designate and appoint to act as its agent.
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(ii) SEI: SEI hereby appoints SEI's General Counsel to accept service
of process in California on its behalf. If no person is validly
appointed, or if for any reason said person and/or address may not be
validly served, then SEI hereby appoints the Secretary of State of
California to accept service of process on its behalf.
(iii) Ventura: Ventura hereby appoints Matthew Krane, Esq., 1451
North Kings Road, Los Angeles, California 90069, to accept service of
process in California on its behalf. If no person is validly
appointed, or if for any reason said person and/or address may not be
validly served, then Ventura hereby appoints the Secretary of State of
California to accept service of process on its behalf.
18. ENTIRE AGREEMENT: This Home Video Rights Acquisition Agreement ("MAIN
AGREEMENT"), together with: (a) the Standard Terms and Conditions -- Home Video
Rights Acquisition Agreement ("STANDARD TERMS"), attached hereto; (b) Exhibit
"A", a list of Saban's Rights, (c) Exhibit "B", the Delivery Requirements, with
schedule "B-1" thereto; (d) Exhibit "C", the Form of Laboratory Access Letter;
(e) Exhibit "D-1", the Form of Exclusive License (SEI); and (f) Exhibit "D-2",
the Form of Exclusive Grant of Rights (Ventura); embody the entire agreement
("HOME VIDEO RIGHTS ACQUISITION AGREEMENT" or "AGREEMENT") between Fox and Saban
as to the subject matter hereof, and supersede all previous agreements,
warranties or representations, oral or written, which may have been made between
Fox and Saban as to the subject matter hereof.
By signing in the spaces provided below, Fox and Saban accept and agree to all
of the terms and conditions of this Agreement.
TWENTIETH CENTURY FOX SABAN ENTERTAINMENT, INC.
HOME ENTERTAINMENT, INC.
("FOX")
/S/ /S/
--------------------------------- ---------------------------
By: LAURA COOK By: MEL WOODS
--------------------------------- ---------------------------
Its: Its: PRESIDENT
and
Laura Cook
Senior Vice President VENTURA FILM DISTRIBUTORS, B.V.
Legal and Business Affairs (COLLECTIVELY, "SABAN")
Twentieth Century Fox Home
Entertainment, Inc.
/S/
---------------------------
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By: HECTOR GROB
Its: ATTORNEY-IN-FACT
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STANDARD TERMS AND CONDITIONS -- HOME VIDEO RIGHTS ACQUISITION AGREEMENT
(DOMESTIC)
Standard Terms and Conditions ("STANDARD TERMS") of the Home Video Rights
Acquisition Agreement dated as of August 8, 1996, between TWENTIETH CENTURY FOX
HOME ENTERTAINMENT, INC. ("FOX"), on the one hand, and SABAN ENTERTAINMENT, INC.
("SEI") and VENTURA FILM DISTRIBUTORS, B.V. ("VENTURA") (collectively, "SABAN"),
on the other hand.
1. DEFINITIONS: All terms initially capitalized are specifically defined
terms and are used as defined where they appear within quotation marks or
pursuant to Paragraph 20 of these Standard Terms. If any action is to be taken
hereunder on a day which is a Saturday, Sunday or a Holiday, then the day for
taking such action shall be the immediately following day which is not such a
day.
2. DISTRIBUTION RIGHTS: With respect to each Program released hereunder:
(a) Marketing, Distribution, Exploitation, Advertising and Publicity
Rights: Subject to Paragraph 12.(a) of the Main Agreement, additional
rights in connection with marketing, advertising, promotion and
exploitation of the Program, as referred to in the Main Agreement, shall
include all such rights customarily attendant to distribution of a Motion
Picture, including by way of illustration and not limitation, the
following:
(i) Cut, Edit, Dub and Subtitle: To cut, edit, dub and/or
subtitle in the Spanish language only, and alter the Program or any
parts thereof as Fox may deem necessary to conform to censorship,
import permit and other legal requirements and/or to conform to time
segment or exhibition standards of licensees and exhibitors and/or to
create Spanish language versions;
(ii) Title: To use end to authorize others to use the title of the
Program or to translate such title into the Spanish language;
(iii) Publishing: To publish and license and authorize others to
publish in the English or Spanish languages, in any media and in such
form as Fox deems advisable, synopses (excluding story synopses on
video packaging), summaries, adaptations, resumes and stories of and
excerpts from the Program and from any literary, dramatic or musical
material in the Program or upon which the Program is based, provided
that each such instance of publishing is limited to 2,500 words unless
otherwise approved in advance by Saban;
(iv) Name and Likeness: To use and authorize others to use the name,
voice and likeness (and any simulation or reproduction thereof) of any
person appearing in or rendering services in connection with the
Program;
(v) Excerpts and Clips: To exhibit and authorize others to exhibit,
without fee, in any language by any media, including radio and
television, excerpts and clips from the Program and from any literary,
dramatic or musical material in the Program or upon which the Program
is based, subject to length limits consistent with guild obligations
and otherwise standard in the entertainment industry for similar
product; and
(vi) Publicity Items: Subject to Saban's prior approval, not to be
unreasonably withheld or delayed, to use and authorize the manufacture
and distribution of T shirts, sweatshirts,
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[*] CONFIDENTIAL TREATMENT REQUESTED
posters and postcards for publicity purposes, and not for sale.
(b) Commercial Tie-In Rights: Saban grants and licenses to Fox, for the
License Period and Distribution Territory, the sole and exclusive right and
license under copyright to exercise Commercial Tie-In Rights with respect
to the Home Video Distribution and Home Video Exhibition of the Program,
subject to Saban's prior approval, not to be unreasonably withheld or
delayed. All monies received and earned by a Fox Home Video Distributor
from the exercise of Commercial Tie-In Rights with respect to the Program
shall be included in Gross Receipts.
3. CONDITIONS PRECEDENT: Fox's obligations hereunder (including the payment
of any sums payable hereunder) shall be in all respects subject to (a) Saban's
compliance with each of Saban's material agreements herein; (b) Saban's delivery
to Fox of such of the following documents as may be elsewhere required of Saban,
signed and notarized as appropriate: Exclusive License; and Laboratory Access
Letter(s); (c) receipt by Fox to the reasonable satisfaction of Fox's legal
department of chain-of-title documentation with respect to the Program; and (d)
Saban's delivery to Fox of a binder of coverage or endorsement issued directly
by the insurance carrier for a policy of Motion Picture Producer and/or
Distributor Errors and Omissions Insurance in accordance with the requirements
set forth in Paragraph 5 below.
4. CLIPS/MATERIALS ACCESS: With respect to each Program released hereunder:
(a) Clips: Fox may license, without fee, excerpts and clips from the
Program for purposes of advertising, publicizing or exploiting the Program
as permitted under this Agreement.
(b) Access to Advertising Materials/Spanish Language Versions: Fox and its
licensees shall have free access to and use of any existing versions of the
Program dubbed or subtitled in the Spanish language ("SPANISH LANGUAGE
VERSION(S)"), and all artwork in all advertising formats including print
advertising, theatrical trailers, and television and radio advertising
(including access to negatives or dupe negatives of still photographs,
trailers and other pre-print material) and electronic press kits, which are
used by the other in connection with the exploitation of rights granted
with respect to the Program ("ADVERTISING MATERIALS"), to the extent such
access does not interfere with the reasonable needs of the Party which owns
and controls the Spanish Language Version(s) and/or Advertising Materials.
Fox and Saban shall comply and use reasonable efforts to facilitate
compliance by their respective licensees with the provisions of the Berne
Convention, the Universal Copyright Convention and the laws of the
applicable geographic area within which the Advertising Materials are
utilized to protect the copyright of the Advertising Materials.
5. INSURANCE COVERAGE: With respect to each Program delivered to Fox
hereunder, Saban shall obtain and maintain a policy of Motion Picture
Distributor's Errors and Omissions Insurance ("POLICY") in a form acceptable to
Fox from an insurance company acceptable to Fox naming Fox and its parent,
subsidiary and affiliated entities, successors, assigns and licensees, and their
respective officers, agents, directors, owners, shareholders and employees, as
additional insureds. Fox hereby approves AIG, The Chubb Group of Insurance
Companies, Fireman's Fund Insurance Company, Transamerica Insurance Company and
Continental Casualty as acceptable insurance companies. [*]. The Policy shall
be for an initial period of not less than 2 years commencing as of the date of
this Agreement and shall be renewed by Saban for each year of the License
Period. The Policy shall provide for 30 days prior written notice to Fox in the
event of any revision, modification or cancellation and that it shall be deemed
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primary insurance and that any insurance obtained by Fox shall be excess
insurance not subject to exposure until the coverage of the Policy shall be
exhausted. A binder of coverage or endorsement issued directly by the insurance
carrier for the Policy shall be delivered to Fox as soon as obtained but not
later than Delivery of the Program.
6. DELIVERY: With respect to each Program released hereunder:
(a) Delivery Items: Saban shall pay all costs of Delivery. No later than
3 months prior to the Initial Video Release Date for the Program in the
initial Territory of such release, Saban shall effect Delivery of such
Program by delivering to Fox the items identified in EXHIBIT "B" - DELIVERY
REQUIREMENTS (including SCHEDULE "B-1"), attached hereto, (collectively,
"DELIVERY ITEMS").
(b) Quality: At the time of Delivery, the Program shall be fully edited,
titled and synchronized with language, dialogue, sound and music, shall be
complete in all respects and of a quality, both artistic and technical,
adequate for Home Video Distribution in the Distribution Territory as
contemplated by this Agreement and equivalent to Fox's quality requirements
for similar product.
(c) Incomplete Delivery: As soon as possible after receipt by Fox of the
last Delivery Item, Fox shall notify Saban of any Delivery Items which are
incomplete or fail to meet the requirements of this Paragraph 6. Saban
shall thereafter have 15 business days to correct all such deficiencies by
making delivery to Fox of the required Delivery Items with respect to the
Program. Time is of the essence with respect to Delivery of the Program.
Acceptance by Fox of incomplete or late Delivery items shall not be
construed as a waiver by Fox of Saban's obligation to make Delivery, unless
Fox notifies Saban in writing specifying the Delivery Item which need not
be delivered or the requirement which is being waived. The cost of any
Delivery Item which is supplied by Fox by reason of Saban's failure to make
Delivery shall be reimbursed by Saban within 15 days of Fox's invoice.
(d) Credits: Saban shall furnish to Fox instructions with regard to
screen, package and advertising credits as required by EXHIBIT "B". Saban
represents and warrants to, and agrees with Fox, that such instructions
shall comply with all applicable contractual, guild or union restrictions
or the provisions of any applicable law or requirements of any trade
association or governmental agency, including a censorship or ratings
board. The casual or inadvertent failure by Fox or any third Party to
comply with such credits shall not be a breach of this Agreement. Within a
reasonable period following receipt of written notice from Saban specifying
the details of Fox's failure to comply with such credits, Fox shall take
such steps as are reasonably practicable to cure such failure
prospectively. In no event shall any failure by Fox or any third Party to
comply with the statement of credits permit Saban to terminate this
Agreement or obtain injunctive relief with respect to the exercise by Fox
of the Distribution Rights. Fox shall not alter such screen, package or
advertising credits except to add Fox's logo to such screen credits.
7. COPYRIGHT: With respect to each Program released hereunder, the Program
when delivered to Fox shall contain a copyright notice in Saban's name or in the
name of its grantor(s), as applicable, in compliance with the Universal
Copyright Convention and the Copyright Law of the United States. Saban shall
secure, register, renew and extend all copyrights in each Program and all
related properties and to protect such copyrights and other related properties
(including the characters contained in the Program) upon eligibility for
copyright registration, renewal and extension or other protection. In the event
of an infringement or alleged infringement of any of said copyrights or related
rights, Saban shall proceed promptly and diligently to defend said copyrights
and related rights; provided, however, that Saban give prior written notice to
Fox. With respect to each Program released hereunder, Fox shall have the right
to deduct and/or offset any claims, damages, liabilities or expenses Fox or any
affiliated entity of Fox incurs with respect to any deficiency in the "chain of
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title" of the Program or any underlying materials upon which the Program is
based, including, without limitation, any deficiency in the copyright or any
other right acquired in the underlying materials or the Program.
8. FURTHER ASSURANCES: Saban hereby agrees to duly execute, acknowledge,
procure and deliver to Fox such documents as may be requested by Fox in order to
vest in Fox the Distribution Rights and such additional rights granted to Fox
pursuant to this Agreement, including without limitation documentation of rights
clearances and permissions that Fox may require to exercise the Distribution
Rights hereunder.
9. CONFIDENTIALITY: Except to the extent disclosure is required by law,
administrative or court order or must be made to the attorneys, accountants,
auditors, employees, officers and directors of either Saban or Fox, neither
Saban nor Fox shall disclose to any third Party the terms of this Agreement.
Saban agrees to keep confidential any information regarding Fox which Saban
obtains in connection with this Agreement, including in any reports, P&L's,
vendor information and pricing or other information provided by Fox. Saban
agrees not to disclose or use such information for any reason, except that Saban
may disclose such information with respect to a Program released hereunder to
auditors of third Party participants in the proceeds of such Program, provided
such auditors agree to keep such information confidential as provided in this
paragraph. Each of Saban and Fox agrees that breach of this provision shall
cause irreparable harm to the other.
10. CENSORSHIP: With respect to each Program delivered to Fox hereunder, Fox
shall not be obligated to distribute the Program in any country or area of the
Distribution Territory if Fox is prohibited from so distributing the Program
because of censorship, any MPA regulation or directive, or event of force
majeure.
11. PRESS RELEASES: Neither Saban nor Fox shall issue or cause to be issued
any press releases regarding this Agreement or the subject matter hereof without
the other's prior written approval.
12. GENERAL ACCOUNTING PROVISIONS: With respect to each Program released
hereunder:
(a) Fox Accounting Practices: Books of account which pertain to the
distribution of the Program shall be maintained at such place or places in
the Distribution Territory as may from time to time be customary with Fox
pursuant to its ordinary business practices. All computations hereunder,
including Gross Receipts and Home Video Distribution Expenses, shall be on
a continuing and cumulative basis based upon financial data determined,
recorded and computed as of the end of the particular statement period for
which a periodic Accounting Statement is being rendered.
(b) Foreign Currencies:
(i) Foreign Remittances: Monies received by a Fox Home Video
Distributor in a Restricted Currency are not includable in Gross
Receipts. Monies paid to and received by a Fox Home Video Distributor
in a currency of a Territory outside the United States which is not a
Restricted Currency shall be deemed to have been converted into United
States Dollars at the monthly average of the daily U.S. working day
rate of foreign currency exchange as reported in the Wall Street
Journal and shall be deemed to have been remitted to Fox in the United
States as of the end of the Statement Period during which such monies
were received by the Fox Home Video Distributor. Monies paid to and
received by a Fox Home Video Distributor in United States Dollars in a
Territory outside the United States which are freely remittable to the
United States shall be deemed to have been remitted to Fox in the
United States as of the end of the Statement Period during which such
monies were received by the Fox Home Video Distributor.
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(ii) "Restricted Proceeds": Such monies which are not includable in
Gross Receipts by reason of being in a Restricted Currency.
(A) Notification: The amount of Restricted Proceeds, if any,
shall be reported on each Accounting Statement in the currency
units of the Restricted Currency.
(B) Deposit of "Restricted Proceeds": As and when Saban's Share
becomes payable to Saban, Saban may notify Fox in writing that
Saban elects to require settlement of Saban's share of the
Restricted Proceeds remaining in any Territory outside the United
States (not yet converted into United States Dollars and
therefore not includable in Gross Receipts) in the currency of
such Territory, by designating a bank or other representative in
such Territory, to whom payment may be made for Saban's account.
Subject to applicable Laws, such payment shall be made to such
bank or representative at Saban's expense. Such payment shall
fully satisfy Fox's obligations to Saban as to such Restricted
Proceeds and Saban's share thereof. Any taxes or expenses
incurred in connection with the making of such payment shall be
deducted from the amount so paid, or otherwise charged to or paid
by the Saban, in advance, if so required. In no event shall Fox
be obligated to apply Gross Receipts not actually received or
deemed received by Fox in United States Dollars in the United
States to the recoupment of any costs deductible from Gross
Receipts hereunder.
(c) Withholdings: There shall be deducted or otherwise withheld from any
payments to or for the account of Saban hereunder, the amount of any tax or
other withholding which, pursuant to applicable Laws, is required to be
made by Fox, based upon, measured by, or resulting from payments to or for
the account of Saban. Such deduction or withholding shall be in accordance
with the good faith interpretation by Fox of such Laws. Fox shall not be
liable to Saban for the amount of such deduction or withholding because of
the payment of said amount to the Party involved. Saban shall make and
prosecute any and all claims which it may have as to such tax deductions
and/or withholdings directly with the Party involved; however, if Fox
receives a refund of such a tax deduction or withholding from the Party
involved that is specifically attributable to tax amounts deducted or
withheld from any payments to Saban, the appropriate amount of such refund
shall be included in Saban's Share. In no event shall Saban be entitled,
directly or indirectly, to claim, share or participate in any credits,
deductions, or other benefits of any kind or nature with respect to any
such taxes or withholdings, nor shall the deductible or withholdable amount
of any such taxes or withholdings (however determined) be decreased (nor
Gross Receipts increased) because of the manner in which such taxes or
other withholdings and tax credits are treated by Fox in filing its net
income, corporate franchise, excess profits or other similar tax returns.
(d) Overpayment/Offset: If Fox makes any overpayment to Saban hereunder
for any reason (including without limitation as a result of bad debt) or if
Saban is or becomes indebted to Fox for any reason, then Saban shall pay to
Fox such overpayment or indebtedness on demand, and if Saban fails to pay
such overpayment or indebtedness within 10 days following such demand, Fox
may deduct and retain for its own account an amount equal to any such
overpayment or indebtedness from any sums that may become due or payable by
Fox to Saban or for the account of Saban.
(e) Audit: If Saban requests by written notice pursuant to the Notices
provision of the Main Agreement, Fox shall permit Saban to audit, at the
sole cost and expense of Saban (except as provided below), Fox's books and
records with regard to Home Video Distribution of the Approved Programs
and/or accounting to Saban hereunder 1 time per calendar year during the
Distribution
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Term and for one calendar year following expiration of the Distribution
Term ("AUDIT"). Each such Audit shall be subject to the following.
(i) Commencement/Duration: Such audit shall (A) commence no earlier
than 30 days after such written notice to Fox, and (B) continue for a
maximum period of 30 days, provided Fox cooperates with regard to
access to its books and records.
(ii) Auditor: Such Audit shall be performed by a first-class and
reputable firm of certified public accountants designated by Saban in
such written notice, the designation of which shall be subject to the
reasonable approval of Fox ("AUDITOR") (subject to disqualification by
Fox in any particular instance for conflict of interest).
(iii) Audit Limitations: Such Audit shall be limited to an
examination of the Fox books of account which relate to the Approved
Programs, in order to verify the accuracy of the transactions or items
of information ("FINANCIAL INFORMATION") as first reflected in any
Accounting Statement the mailing date of which occurred during the 18
month period prior to the date Fox receives Saban's written notice of
its request to audit. The Auditor may make copies of or make excerpts
from only such part of the Fox books of account which relate to
matters and time frame subject to examination as herein provided. Such
Audit shall be made during reasonable business hours, only at such
place where said Fox books of account are maintained in the
Distribution Territory, in such manner as not to unreasonably
interfere with Fox's normal business activities. The records
supporting the Financial Information reflected in the particular
Accounting Statement shall not be examined more than once. A true copy
of all reports made by the Auditor shall be delivered to Fox at such
time as written objection is delivered to Fox as to the Financial
Information. Such right to examine is limited to the Programs and
under no circumstances shall Saban or the Auditor have the right to
examine records relating to Fox's business generally (except that the
Auditor shall be permitted to examine records directly relating to
amounts deducted by Fox as Home Video Distribution Expenses hereunder)
or with respect to any other licensor or Motion Picture for purposes
of comparison or otherwise. If any such Audit shall reveal that
Saban's Share for all periods covered by such Audit shall have been
under-accounted by more than 10% of the true amount thereof, then
Saban may so notify Fox and Fox shall promptly reimburse Saban for its
reasonable, direct, out-of-pocket costs of making such Audit (in
addition to the amount of such under-accounting).
(iv) Incontestability: All Financial information reflected in an
Accounting Statement rendered to Saban, including any and all
information contained in the Fox books of account and Fox records and
all supporting documentation therein (collectively, "RECORDS") shall
be conclusive and binding upon Saban and Saban shall forever be barred
from objecting for any reason or maintaining or instituting any action
or proceeding which relates to any transactions or questions of
accuracy of any item of information reflected therein, including any
and all information contained in the Records which pertain in any way
to such Financial Information, unless a written objection specifying
in detail the Financial Information to which Saban objects and the
nature and reasons for such objection is delivered to Fox within 24
months from the date of mailing of the Accounting Statement in which
the Financial Information is first reflected irrespective of when or
if an audit of such Accounting Statement was initiated or completed.
Financial Information not specified in such written objection may not
be raised subsequent to the expiration of said 24 month period. If
Saban's objections are not resolved amicably, Saban's objections shall
be deemed to have been waived unless Saban maintains or institutes an
action or proceeding with respect thereto within 12 months after the
expiration
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of said 24 month period. The inclusion in any Accounting Statement of
Financial Information which have appeared in a previous Accounting
Statement shall not make any such Financial Information, including any
and all information contained in the Records which in any way pertain
to such Financial Information, subject to objection again nor
recommence the running of the 24 month period as to such Financial
Information or any and all information contained in the Records which
in any way pertain to such Financial Information. The right to examine
and/or object and/or to maintain or institute any action or proceeding
shall not be extended by reason of requesting an opportunity to audit.
(v) Saban's Sole Rights: Saban agrees that Saban's sole right to
receive Accounting Statements in connection with the Programs, to
examine Records, to Audit and/or to object as to Financial Information
and/or any other matter with respect to Saban's share of Net Receipts
and/or to maintain or institute any action or proceeding shall be only
as provided in this Agreement, and Saban hereby waives the benefits of
any applicable Law under which Saban otherwise may be entitled to an
accounting, rights of examination and/or rights of objection and/or
rights to maintain or institute any action or proceeding. Saban
further agrees that the accountings to Saban in connection with the
Programs as provided in this Agreement shall not be deemed a book
account or an open account between Fox and Saban and shall not be
viewed in any way so as to deny the applicability of the
incontestability provisions set forth in this Agreement.
(f) Assignment by Saban: Any assignment by Saban of its rights to receive
payments under the Main Agreement shall, at all times, be subject to all
Laws and to all rights of Fox hereunder. Fox shall not be obligated to pay
in accordance with any partial assignment if the formula or basis of
computation creates any doubt of interpretation whereby Fox takes any risk
whatsoever and/or if all the assignees fail to execute and deliver an
agreement in Fox's usual form appointing a single person as a disbursing
agent, to whom Fox may make all such payments thereafter regardless of any
further assignment(s). Fox's payment in accordance with any such
assignment or designation shall be deemed to be equivalent of payment to
Saban hereunder and shall release and discharge Fox from any further
liability or obligation to Saban for the payment of monies hereunder.
Saban's rights to inspect and audit the Fox books of account shall not be
assignable without Fox's prior written consent.
(g) Creditor-Debtor Relationship: Saban expressly acknowledges the
relationship between Saban and Fox to be that of creditor and debtor with
respect to all matters including the distribution, exploitation and any
other disposition of the Program, any elements thereof or rights therein
and the computation and payment of any monies due Saban hereunder.
Furthermore, Saban expressly acknowledges there is no fiduciary
relationship between Fox and Saban and waives any right to make any claim
to the contrary. Nothing contained in this Agreement, including these
Standard Terms, shall be construed to create an agency, trust, fiduciary
obligation or specific fund as to Gross Receipts of the Program or Saban's
Share thereof or of any other monies, or as to any other matter with
respect to the Program, or to prevent or preclude Fox from commingling
Gross Receipts or any monies due Saban with any other monies or to give
Saban a lien on Fox's exercise of the Distribution Rights or an assignment
of the proceeds thereof. Fox's obligation to pay Saban hereunder shall not
bear interest nor entitle Saban to gains which may accrue to such funds
prior to payment to Saban.
13. SABAN'S REMEDIES:
(a) Prior to Fox's Recoupment: At all times prior to recoupment by Fox of
both Fox's Buy-Out Contribution and the Buy-Out Loan from amounts received
from the Home Video Distribution of the Programs released hereunder, Saban
shall not have any right to terminate or rescind this Agreement
-7-
because of any default or breach of any kind by Fox, its affiliated or
subsidiary entities, licensees or sublicensees, nor shall Saban be entitled
to seek or obtain any injunctive relief with respect to the exercise of the
Distribution Rights granted to Fox hereunder by reason of any alleged
default or breach by Fox, its affiliated or subsidiary entities, licensees
or sublicensees, it being agreed that the only remedy of Saban in any such
event shall be an action for an accounting or for damages.
(b) From and After Fox's Recoupment: From and after recoupment by Fox of
both Fox's Buy-Out Contribution and the Buy-Out Loan from amounts received
from the Home Video Distribution of the Programs released hereunder, in the
event of any material default or breach of this Agreement by Fox and the
failure of Fox to cure such default or breach within 15 days after the date
of service of written notice from Saban specifying the exact nature of the
applicable default or breach, Saban shall have the right to terminate this
Agreement, without limiting any other right or remedy that Saban may
otherwise have.
(c) Determination of Fox's Recoupment: Fox shall be deemed to have
recouped both Fox's Buy-Out Contribution and its Buy-Out Loan effective on
the day following the end of that accounting period for which the
applicable Accounting Statement accurately reflects that Fox has received
sufficient aggregate amounts from Home Video Distribution of the Programs
to permit such recoupment.
14. SABAN'S DEFAULT: In the event of any material default or breach of this
Agreement by Saban and the failure of Saban to cure such default or breach
within 15 days after the date of service of written notice from Fox specifying
the exact nature of the applicable default or breach, Fox shall have the right
to terminate this Agreement. If this Agreement is terminated as a result of
Saban's material default or breach, Saban shall immediately refund to Fox any
sums paid by Fox to Saban hereunder or expended by Fox hereunder in connection
with the exercise of the Distribution Rights without limiting any other right or
remedy that Fox may otherwise have.
15. WAIVER: No express or implied waiver by either Fox or Saban of any
provision of this Agreement or of any breach or default of the other shall
constitute a continuing waiver, and no waiver shall be effective unless in
writing.
16. CHOICE OF LAW: This Agreement shall be interpreted in accordance with the
laws of the State of California, United States of America, applicable to
contracts made therein, but without regard to any principles of conflict of
laws.
17. LEGAL ACTION: Saban and Fox agree that all actions, proceedings or
litigation relating to this Agreement shall be instituted and prosecuted solely
within Los Angeles County, the State of California, and Saban and Fox hereby
consent to the jurisdiction of the state courts of California and the federal
courts located within the State of California with respect to any matter arising
out of or relating to this Agreement.
18. ASSIGNMENT: Saban shall have the right to assign this Agreement to its
parents, subsidiaries or affiliates, or any entity acquiring all or
substantially all of the assets of Saban or into which Saban is merged or
consolidated. Saban shall also have the right to assign its right to receive
payment of all amounts due Saban hereunder to any Party, provided both a Notice
of Irrevocable Assignment and a Distributor's Acceptance in Fox's usual form
shall be executed by Saban and by the assignee and delivered by Fox. Fox shall
have the right to assign this Agreement to its parents, subsidiaries or
affiliates, or any entity acquiring all or substantially all of the assets of
Fox or into which Fox is merged or consolidated. Fox shall also have the right
to assign its right to receive Gross Receipts hereunder to any Party. Any
assignment shall be binding upon the other Party and shall inure to the benefit
of the assignor's successors, assignees, licensees, grantees and associated,
affiliated or subsidiary entities.
-9-
19. MISCELLANEOUS:
(a) Amendment: This Agreement shall not be amended or modified, nor shall
any provision hereof be waived, except in writing signed by the parties
hereto.
(b) No Waiver: No payment by Saban shall constitute a waiver of any term
or condition of this Agreement.
(c) Relationship: Nothing contained in this Agreement shall constitute
either party the agent of the other, and nothing shall be construed so as
to create a joint venture or partnership between Saban and Fox or any other
relationship other than creditor and debtor, or a third Party beneficiary
relationship as to any third Party. Except as otherwise specifically set
forth herein, neither Saban nor Fox shall be authorized or empowered to
make any representation or commitment or to perform any act which shall be
binding on the other unless expressly authorized or empowered in writing.
(d) Paragraph Headings: Paragraph headings are inserted only for
convenience of reference and are not relevant in interpreting or construing
this Agreement.
(e) Parties: This Agreement shall benefit and be binding upon the parties
hereto and their respective successors and assigns.
(f) Remedies Cumulative: All remedies, rights, undertakings, obligations
and agreements contained in this Agreement shall be cumulative and none of
them shall be in limitation of any other remedy, right, undertaking,
obligations or agreement of either party.
(g) Severability: If there exists any conflict between any provision of
this Agreement and any statute, law or ordinance, the latter will prevail
and the provisions of this Agreement shall be curtailed, limited or
eliminated only to the extent necessary to remove such conflict, and as so
modified this Agreement shall continue in full force and effect.
20. DEFINITIONS:
(a) "AFFILIATE": A joint venture, partnership or other entity, other than
a corporate entity, as to which Twentieth Century Fox Home Entertainment,
Inc. or its successor (collectively, "FOX") or a Subsidiary is the sole
Party with respect to, or shares in, the actual management, operation, and
expenses thereof; or a corporate entity in which Fox or a Subsidiary has a
controlling interest represented by stock ownership in excess of 20%, but
not more than 50%, of the total issued and outstanding voting stock of such
corporate entity.
(b) "BUSINESS DAY(S)": Any day(s) of the week excluding Saturdays,
Sundays, and Holidays.
(c) "CASSETTE": All forms of videocassettes, cartridges, Laserdiscs,
videograms, tapes or any other format, now known or hereafter devised, and
designed to be used in conjunction with a reproduction apparatus which
causes a visual image (whether or not synchronized with sound) to be seen
on the screen of a television receiver, television monitor, or any
comparable device now known or hereafter devised.
(d) "COMMERCIAL TIE-IN RIGHTS": The right to license the use of
characters, designs, visual representations, names, likenesses and/or
characteristics of artists, physical properties or other materials
appearing or used in or in connection with a Motion Picture or all or any
part of the Literary
-9-
Material in connection with (1) the advertising, publicizing, promoting
and/or packaging of (but not embodying on or in) merchandise, products or
services and/or (2) premiums and/or promotions.
(e) "DELIVERY": For each Program, the delivery by Saban and acceptance by
Fox of (i) the items set forth on EXHIBIT "B" and SCHEDULE "B-1" to the
Main Agreement, (ii) the required Laboratory Access Letter(s), and (iii)
the Exclusive License, for the Program.
(f) "DIRECT MARKETING DISTRIBUTION": The sale of Cassettes of a Motion
Picture directly to consumers for Home Video Exhibition (other than through
wholesale or retail dealers and outlets) through any direct marketing
distribution method, including direct mail, mail order, telephone or
computer order, club memberships, television and/or radio solicitations,
continuity series offerings or single title offerings.
(g) "EPISODE": Each individual Television Motion Picture which is part of
a Television Series.
(h) "FREE TELEVISION DISTRIBUTION": The lease or license of a Motion
Picture to one or more Parties with the right to engage in the Free
Television Exhibition of the Motion Picture and/or to grant licenses to
other Parties to engage in the Free Television Exhibition and/or Free
Television Distribution of the Motion Picture.
(i) "FREE TELEVISION EXHIBITION": Television Exhibition, other than Pay
Television Exhibition, without any fee being charged to the viewer for the
privilege of unimpaired reception of such exhibition. For purposes of this
definition, any government imposed fees or taxes applicable to the use of
television receivers generally or a regular periodic access, carriage or
equipment fee (but not any optional premium subscription charge or fee paid
with respect to Pay Television Exhibition) paid by a subscriber to a cable
television transmission service or other transmission service or agency for
the privilege of unimpaired reception shall not be deemed a fee charged to
the viewer.
(j) "GUILD PAYMENT": With respect to each Program, all costs incurred with
respect to payments required, including employer fringe benefits and taxes
payable with respect thereto, under applicable collective bargaining
agreements by reason of or as a condition to any exhibition of the Program,
or any part thereof, or any use or reuse thereof for any purpose or in any
media whatsoever.
(k) "HOLIDAYS": The days known in the United States as New Year's Day,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, the day after Thanksgiving Day, and Christmas Day; except
that if any of the foregoing, Holidays fall on a Saturday or Sunday, then
the Holiday shall be deemed to be the immediately preceding Friday or
immediately succeeding Monday, respectively.
(l) "HOME VIDEO DISTRIBUTION": The lease or license of a Motion Picture to
one or more Parties with the right to engage in the manufacture,
distribution including Direct Marketing Distribution, rental and/or sale of
Cassettes of the Motion Picture to one or more Parties for Home Video
Exhibition of the Motion Picture and/or to engage in the further lease or
license of the Motion Picture to other Parties with the right to engage in
the manufacture, distribution, rental and/or sale of Cassettes of the
Motion Picture for Home Video Exhibition of the Motion Picture.
(m) "HOME VIDEO EXHIBITION": The non-public exhibition of the Motion
Picture by means of a Cassette in a private residence for viewing at the
place of origin of such exhibition.
-10-
(n) "HOME VIDEO MOTION PICTURE": A Motion Picture primarily intended to be
initially distributed by means of Cassettes for Home Video Exhibition.
(o) "INCLUDING": Whenever examples are used after the word including (or
any derivation thereof), such examples are intended to be illustrative only
and shall not limit the generality of the words accompanying the word
including (or any derivation thereof).
(p) "INITIAL RELEASE DATE": Subject to Paragraph 12.(a) of the Main
Agreement, the date of initial release by a Home Video Distributor of
Cassettes of a Program for Home Video Exhibition in a Territory of the
Distribution Territory, as determined by Fox or its designee.
(q) "INTERACTIVE MEDIA": Multimedia works which contain software code,
including data, information or other material, which provide a mechanism
for access by the user in a non-linear fashion using computer information
storage, retrieval and management techniques, and which permit the user to
control, alter or otherwise manipulate the presentation of such
information, as exemplified by videogames, CD-I and CD-ROM, but not
including works that permit the linear presentation of an entire Motion
Picture.
(r) "INTERACTIVE MEDIA MERCHANDISING RIGHTS": The right to license,
manufacture, distribute, and sell Interactive Media products based on a
Program or all or any part of the Literary Material.
(s) "LASERDISCS": All forms of videodiscs now known or hereafter devised,
designed to be used in conjunction with a reproduction apparatus which by
means of a laser optical system causes an image to be visible on the screen
of a television receiver, television monitor, or any other comparable
device.
(t) "LAW": Any present or future statute or ordinance, whether municipal,
county, state, national or territorial; any executive, administrative or
judicial regulation, order, judgment or decree; any treaty or international
convention; any rule or principle of common law or equity, or any
requirement with force of law.
(u) "LITERARY MATERIAL": Written matter, whether published or unpublished,
in any form, including a novel, treatment, outline, screenplay, teleplay,
story, manuscript, play or otherwise, which may be included in or upon
which a Motion Picture may be based, but excluding characters, designs,
visual representations, names, likenesses and/or characteristics of
artists, physical properties or other materials appearing or used in or in
connection with such Motion Picture.
(v) "MOTION PICTURE": Pictures of every kind and character whatsoever,
including all present and future technological developments, whether
produced by means of any photographic, electrical, electronic, mechanical
or other processes or devices now known or hereafter devised, and their
accompanying devices and processes whereby pictures, images, visual and
aural representations are recorded or otherwise preserved for projection,
reproduction, exhibition, or transmission by any means or media now known
or hereafter devised in such manner as to appear to be in motion or
sequence other than Interactive Media.
(w) "MOTION PICTURE COPY": Any negative or positive Motion Picture film in
any gauge, video or electronic tape recording, Cassette, disc or other
physical material or substance of any kind produced by means of any
photographic, electrical, electronic, mechanical or other process or device
now known or hereafter devised, on or with respect to which a Motion
Picture or any part thereof is printed, imprinted, recorded, reproduced,
duplicated or otherwise preserved.
-11-
(x) "MOVIE-FOR-TELEVISION": A Television Motion Picture in excess of 60
minutes of running time intended to be exhibited in its entirety as a
single exhibition and which is not part of a Television Series or
Television Mini-Series and which is not a Pilot.
(y) "NON-THEATRICAL DISTRIBUTION": The lease or license of a Motion
Picture to one or more Parties with the right to engage in the Non-
Theatrical Exhibition of the Motion Picture and/or to grant licenses to
other Parties to engage in the Non-Theatrical Exhibition and/or Non-
Theatrical Distribution of the Motion Picture.
(z) "NON-THEATRICAL EXHIBITION": The exhibition of a Motion Picture using
any form of Motion Picture Copy in any manner now known or hereafter
devised by any medium or process now known or hereafter devised, other than
Theatrical Exhibition, Television Exhibition, or Home Video Exhibition.
Non-Theatrical Exhibition includes the exhibition of a Motion Picture (1)
in private residences (other than Television Exhibition and Home Video
Exhibition), (2) on airplanes, trains, ships and other common carriers, (3)
in schools, colleges and other educational institutions, libraries,
governmental agencies, business and service organizations and clubs,
churches and other religious oriented groups, museums, and film societies
(including transmission of the exhibition by closed circuit within the
immediate area of the origin of such exhibition), and (4) in permanent or
temporary military installations, shut-in institutions, prisons, retirement
centers, offshore drilling rigs, logging camps, and remote forestry and
construction camps (including transmission of the exhibition by closed
circuit within the immediate area of the origin of such exhibition).
(aa) "PARTY": Any individual, corporate entity, partnership, joint
venture, organization or other entity, firm or governmental agency.
(bb) "PAY TELEVISION DISTRIBUTION": The lease or license of a Motion
Picture to one or more Parties with the right to engage in the Pay
Television Exhibition of the Motion Picture and/or to grant licenses to
other Parties to engage in the Pay Television Exhibition and/or Pay
Television Distribution of the Motion Picture.
(cc) "PAY TELEVISION EXHIBITION": Television Exhibition which is
available on the basis of the payment of a premium subscription charge or
fee (as distinguished from an access, carriage or equipment fee) for the
privilege of unimpaired reception of a transmission for viewing in a
private residence or in a hotel, motel, hospital or other living
accommodation or other non-public area, whether (1) such transmission is on
a pay-per-view, pay-per-show, pay-per-channel or pay-per-time period basis,
or (2) such premium subscription charge or fee is charged to the operator
of a hotel, motel, hospital or other living accommodation.
(dd) "PAY-PER-VIEW TELEVISION EXHIBITION": Television Exhibition in
private residences (expressly excluding any such exhibition in hotels,
motels and the like) on a pay-per-view, pay-per-day, pay-per-show or
similar basis whereby a viewer pays a separate charge for the right to
receive an unimpaired exhibition of any particular Motion Picture(s) or
group of Motion Pictures. Pay-Per-View Television Exhibition shall not
include Pay/Basic Television Exhibition, or Free Television Exhibition.
(ee) "PAY/BASIC TELEVISION EXHIBITION": Television Exhibition of a Motion
Picture which is available on the basis of the payment of a regular
periodic access, carriage or equipment fee to a cable television
transmission service and/or a premium subscription charge or fee to a
program service for the right to receive such Motion Picture with
unimpaired reception. Pay/Basic Television Exhibition shall not include
Free Television Exhibition, or Pay-Per-View Television Exhibition.
-12-
(ff) "PILOT": A Television Motion Picture produced as a prototype for the
purpose of interesting an exhibitor, sponsor or distributing entity in
ordering a Television Series based upon such Television Motion Picture.
(gg) "RESTRICTED CURRENCY": A currency which is or becomes subject to
moratorium, embargo, banking or exchange restrictions, or restrictions
against remittances, or which in the business judgment of Fox is
commercially impracticable to remit.
(hh) "SUBSIDIARY": A corporate entity in which Fox or a Subsidiary has a
controlling interest represented by stock ownership in excess of 50% of the
total issued and outstanding voting stock of such Party.
(ii) "TELEVISION DISTRIBUTION": The lease or license of a Motion Picture
to one or more Parties with the right to engage in the Television
Exhibition of the Motion Picture and/or to grant licenses to other Parties
to engage in the Television Exhibition and/or Television Distribution of
the Motion Picture.
(jj) "TELEVISION EXHIBITION": The exhibition of a Motion Picture using
any form of Motion Picture Copy for transmission by any means now known or
hereafter devised (including over-the-air, cable, wire, fiber, master
antennae, satellite, microwave, closed circuit, laser, multi-point
distribution services or direct broadcast systems) which transmission is
received, directly or indirectly by retransmission or otherwise, impaired
or unimpaired, for viewing the Motion Picture on the screen of a television
receiver or comparable device now known or hereafter devised (including
high definition television), other than (i) Home Video Exhibition, (ii)
Theatrical Exhibition, or (iii) Non-Theatrical Exhibition.
(kk) "TELEVISION MINI-SERIES": A closed end Television Series consisting
of a limited number of Episodes (in excess of one Episode), each of which
is in excess of 59 minutes of running time.
(ll) "TELEVISION MOTION PICTURE": A Motion Picture primarily intended to
be initially distributed for Television Exhibition.
(mm) "TELEVISION SERIES": Related Episodes intended to be distributed
as a group in episodic format (in which a continuing cast of characters'
performs roles in different factual situations in each Episode in
accordance with an established story line) or anthology format (in which
there is no continuing cast of characters performing roles and no
continuing established story line) or a combination of an episodic and an
anthology format.
(nn) "TERRITORY": Any specific geographic area constituting a nation,
country, state, governmental entity or any subdivision thereof located
anywhere in the universe.
(oo) "THEATRICAL DISTRIBUTION: The lease or license of a Motion Picture
to one or more Parties with the right to engage in Theatrical Exhibition of
the Motion Picture and/or to grant licenses to other Parties to engage in
the Theatrical Exhibition and/or Theatrical Distribution of the Motion
Picture.
(pp) "THEATRICAL EXHIBITION": The exhibition of a Motion Picture using
any form of Motion Picture Copy by any process now known or hereafter
devised in walk-in or drive-in theatres open to the general public on a
regularly scheduled basis where a fee is charged for admission to view the
Motion Picture.
END OF STANDARD TERMS AND CONDITIONS
-13-
EXHIBIT "A"
====================================================================================================================================
TITLE TYPE AND QUANTITY TERRITORIES TERM
------------------------------------------------------------------------------------------------------------------------------------
2IIip-4TV Live action: Five one-hour U.S. and Canada Perpetuity
episodes
------------------------------------------------------------------------------------------------------------------------------------
Adventures of Oliver Twist, Animated: 26 half-hour U.S. and Canada Perpetuity
Saban's episodes
------------------------------------------------------------------------------------------------------------------------------------
Adventures of T-Rex Animated: 52 half-hour Canada only (subject TBD
episodes to certain shared
rights)
------------------------------------------------------------------------------------------------------------------------------------
Amilcar's Window Live action: 156 nine minute U.S. and Canada TBD
French-language segments
------------------------------------------------------------------------------------------------------------------------------------
Archibald the Magician Animated: 50 five minute U.S. and Canada TBD
segments
------------------------------------------------------------------------------------------------------------------------------------
Around the World in 80 Animated: 26 half-hour U.S. and Canada Perpetuity
Dreams episodes
------------------------------------------------------------------------------------------------------------------------------------
Attack of the Killer Animated: 21 half-hour U.S. and Canada Perpetuity
Tomatoes episodes (U.S. video release
subject to Fox Kids
Network holdbacks)
------------------------------------------------------------------------------------------------------------------------------------
BattleTech Animated: 13 half-hour U.S. and Canada Perpetuity
episodes
------------------------------------------------------------------------------------------------------------------------------------
BeetleBorgs Live action: 53 half-hour U.S. and Canada Perpetuity
episodes (U.S. video release
subject to Fox Kids
Network holdbacks)
------------------------------------------------------------------------------------------------------------------------------------
Beulebeul Animated: 12 two-minute- U.S. and Canada TBD
fifty-second shorts
------------------------------------------------------------------------------------------------------------------------------------
Beverly Hills Teens Animated: 65 half-hour Canada only Expires
episodes 4/20/2009
------------------------------------------------------------------------------------------------------------------------------------
Bob in a Bottle Animated: 52 half-hour U.S. and Canada Expires
episodes 12/19/2000
------------------------------------------------------------------------------------------------------------------------------------
Bobby's World Animated: 58 half-hour U.S. and Canada Perpetuity
episodes (U.S. video release
subject to Fox Kids
Network holdbacks)
------------------------------------------------------------------------------------------------------------------------------------
Bots Master Animated: 40 half-hour U.S. and Canada TBD
episodes
------------------------------------------------------------------------------------------------------------------------------------
Botts (La Vie Des Bote) Live action: 130 French- U.S. and Canada TBD
language shorts of up to
fifteen minutes each
------------------------------------------------------------------------------------------------------------------------------------
Bumpery Boo Animated: 43 half-hour U.S. and Canada Expires
episodes (also formatted as 2/28/2007
129 seven-minute segments)
------------------------------------------------------------------------------------------------------------------------------------
|
-1-
====================================================================================================================================
TITLE TYPE AND QUANTITY TERRITORIES TERM
------------------------------------------------------------------------------------------------------------------------------------
Button Nose Animated: 26 half-hour U.S. and Canada Expires
episodes 7/17/2004
------------------------------------------------------------------------------------------------------------------------------------
C.O.P.S. Animated: 65 half-hour Canada only Expires
episodes 10/30/2009
------------------------------------------------------------------------------------------------------------------------------------
Camp Candy Animated: 52 half-hour U.S. and Canada Perpetuity
episodes (12 are reformatted
versions of the remaining 40)
------------------------------------------------------------------------------------------------------------------------------------
Captain N: The Game Animated: 26 half-hour Canada only episodes 1-13
Master episodes expire
12/19/2010;
episodes 14-26
expire
1/1/2012
------------------------------------------------------------------------------------------------------------------------------------
Care Bears, The Animated: 11 half-hour U.S. and Canada Expires
episodes 4/20/2009
------------------------------------------------------------------------------------------------------------------------------------
Christmas Adventure, A Animated: 1 one-hour special U.S. and Canada TBD
------------------------------------------------------------------------------------------------------------------------------------
Count De Clues Animated: TBD U.S. and Canada Perpetuity
(U.S. video release
subject to Fox Kids
Network holdbacks)
------------------------------------------------------------------------------------------------------------------------------------
Creepy Crawlers Animated: 22 half-hour U.S. and Canada Perpetuity
episodes
------------------------------------------------------------------------------------------------------------------------------------
Cro and Bronto Animated: 45 one minute U.S. and Canada TBD
twenty second shorts
------------------------------------------------------------------------------------------------------------------------------------
Cupido Animated: 26 thirteen minute U.S. and Canada TBD
shorts
------------------------------------------------------------------------------------------------------------------------------------
Dennis the Menace Animated: 78 half-hour Canada only Expires
episodes 4/20/2009
------------------------------------------------------------------------------------------------------------------------------------
Diplodos Animated: 26 half-hour U.S. and Canada TBD
episodes
------------------------------------------------------------------------------------------------------------------------------------
Eagle Riders Animated: 65 half-hour U.S. and Canada Expires
episodes 9/7/2004
------------------------------------------------------------------------------------------------------------------------------------
Eek!Stravaganza (including Animated: 65 half-hour U.S. and Canada Perpetuity
Eek the Cat, Terrible episodes (U.S. video release
Thunder Lizards, and The subject to Fox Kids
Klutter segments) Network holdbacks)
------------------------------------------------------------------------------------------------------------------------------------
|
-2-
====================================================================================================================================
TITLE TYPE AND QUANTITY TERRITORIES TERM
------------------------------------------------------------------------------------------------------------------------------------
Fairy Tale Classics (a/k/a Animated: 10 eleven-minute U.S. and Canada Perpetuity
My Favorite Fairy Tales; episodes including "Ugly
a/k/a Fairy Tale Favorites) Duckling", "Three Little Pigs",
"Snow White", "Little Red
Riding Hood", "Puss 'N
Boots", "Sambo", "Wolf and
7 Little Goats", "Little
Mermaid", "Cinderella", and
"Ali Baba and 40 Thieves"
------------------------------------------------------------------------------------------------------------------------------------
Funky Fables (a/k/a/ Fairy Animated: 26 half-hour U.S. and Canada Expires
Tale Express) episodes 6/20/1998
------------------------------------------------------------------------------------------------------------------------------------
Galactically Yours Live action: 230 fifteen U.S. and Canada TBD
second to thirty second skits
------------------------------------------------------------------------------------------------------------------------------------
Goosebumps Live action: TBD U.S. only (U.S. Expires 15
video years after
release subject to delivery of last
Fox Kids Network new episode
holdbacks) ordered by Fox
Kids Network)
------------------------------------------------------------------------------------------------------------------------------------
Grimm's Fairy Tales I Animated: 26 half-hour U.S. and Canada Expires
episodes 7/19/2005
------------------------------------------------------------------------------------------------------------------------------------
Grimm's Fairy Tales II Animated: 21 half-hour U.S. and Canada Expires
episodes 3/31/2006
------------------------------------------------------------------------------------------------------------------------------------
Grunt and Punt Animated: TBD U.S. and Canada Expires
(U.S. video release 12/31/2004
subject to Fox Kids
Network holdbacks)
------------------------------------------------------------------------------------------------------------------------------------
Gulliver's Travels, Saban's Animated: 26 half-hour U.S. and Canada Perpetuity
(a/k/a Gulliver's Travels) episodes
------------------------------------------------------------------------------------------------------------------------------------
Hallo Spencer Animated: 52 half-hour U.S. and Canada Expires
episodes 10/7/1999
------------------------------------------------------------------------------------------------------------------------------------
Happy Ness Animated: 13 half-hour Canada only TBD
episodes
------------------------------------------------------------------------------------------------------------------------------------
Heathcliff Animated: 86 half-hour Canada only Expires
episodes 4/20/2009
------------------------------------------------------------------------------------------------------------------------------------
Hey Vern, It's Ernest Live action: 13 half-hour Canada only Expires
episodes 4/17/2010
------------------------------------------------------------------------------------------------------------------------------------
Honeybee Hutch Animated: 65 half-hour U.S. and Canada Expires
episodes 10/19/2004
------------------------------------------------------------------------------------------------------------------------------------
Huckleberry Finn Animated: 26 half-hour U.S. only Expires
episodes 12/19/1999
------------------------------------------------------------------------------------------------------------------------------------
Hulk Hogan's Rock 'N Animated: 26 half-hour Canada only Expires
Wrestling episodes 4/20/2009
------------------------------------------------------------------------------------------------------------------------------------
|
-3-
====================================================================================================================================
TITLE TYPE AND QUANTITY TERRITORIES TERM
------------------------------------------------------------------------------------------------------------------------------------
Inspector Gadget Animated: 86 half-hour Canada only Expires
episodes and 1 Christmas 4/20/2009
special
------------------------------------------------------------------------------------------------------------------------------------
Iznogoud Animated: 26 half-hour U.S. and Canada Perpetuity
episodes (also formatted at
52 thirteen minute segments)
------------------------------------------------------------------------------------------------------------------------------------
Jayce and the Wheeled Animated: 65 half-hour Canada only Expires
Warriors episodes 4/20/2009
------------------------------------------------------------------------------------------------------------------------------------
Journey to the Heart of the Animated: 26 1/2 Hr. episodes U.S. only Perpetuity
World
------------------------------------------------------------------------------------------------------------------------------------
Jungle Book Animated Special: 1 half-hour U.S. and Canada Perpetuity
------------------------------------------------------------------------------------------------------------------------------------
Jungle Tales (a/k/a Uriqpen, Animated: 22 half-hour U.S. and Canada Expires
The Rescue Squad) episodes 5/1/1999
------------------------------------------------------------------------------------------------------------------------------------
Kid 'N Play Animated: 13 half-hour U.S. and Canada Perpetuity
episodes
------------------------------------------------------------------------------------------------------------------------------------
Kidd Video 26 half-hour episodes U.S. and Canada Perpetuity
------------------------------------------------------------------------------------------------------------------------------------
Lazer Patrol (a/k/a Lazer Tag Animated: 13 half-hour U.S. and Canada Perpetuity
Academy) episodes
------------------------------------------------------------------------------------------------------------------------------------
Legend of Zelda, The (final Animated: 13 half-hour Canada only Expires
13 episodes of The Super episodes 12/16/2010
Mario Bros. Super Show)
------------------------------------------------------------------------------------------------------------------------------------
Life with Louie Animated: 26 half-hour U.S. and Canada Perpetuity
episodes (U.S. video release
subject to Fox Kids
Network holdbacks)
------------------------------------------------------------------------------------------------------------------------------------
Littl' Bits Animated: 26 half-hour U.S. and Canada Expires
episodes 2/12/2000
------------------------------------------------------------------------------------------------------------------------------------
Little Mermaid, Saban's Animated: 26 half-hour U.S. and Canada Perpetuity
Adventures of The episodes
------------------------------------------------------------------------------------------------------------------------------------
Little Mouse on the Prairie, animated: 26 half-hour U.S. and Canada Perpetuity
Saban's episodes
------------------------------------------------------------------------------------------------------------------------------------
Little Shop Animated: 13 half-hour U.S. and Canada Perpetuity
episodes
------------------------------------------------------------------------------------------------------------------------------------
M.A.S.K. Animated: 75 half-hour Canada only Expires
episodes 4/20/2009
------------------------------------------------------------------------------------------------------------------------------------
Macron 1 Animated: 26 half-hour U.S. and Canada Expires
episodes 4/9/2005
------------------------------------------------------------------------------------------------------------------------------------
Mad Scientist Toon Club Live action and animated: 52 U.S. and Canada Expires
(consisting of cartoons and one-hour episodes (Note: 10/07/2002
Live action segments) animation is Tic Tac Toons
and rights in Mad Scientist
Toon Club are subject to
those rights)
------------------------------------------------------------------------------------------------------------------------------------
|
-4-
====================================================================================================================================
TITLE TYPE AND QUANTITY TERRITORIES TERM
------------------------------------------------------------------------------------------------------------------------------------
Mad Scientist Toon Club Live-action: 120 two-and- U.S. and Canada Perpetuity
a/k/a Mad Scientist Kids one-half minute to four-minute
Club (Live action segments segments
only)
------------------------------------------------------------------------------------------------------------------------------------
Magic Troll and the Troll Animated: 1 half-hour pilot Canada only TBD
Warriors
------------------------------------------------------------------------------------------------------------------------------------
Masked Rider Live Action: 53 half-hour U.S. and Canada Expires
episodes 9/29/2005
------------------------------------------------------------------------------------------------------------------------------------
Maxie's World Animated: 16 half-hour Canada only Expires
episodes 12/19/2010
------------------------------------------------------------------------------------------------------------------------------------
Maya the Bee Animated: 65 half-hour U.S. and Canada Expires
episodes 12/30/1999
------------------------------------------------------------------------------------------------------------------------------------
Michel Vaillant (a/k/a Animated: 65 half-hour U.S. and Canada TBD
Heroes on Hot Wheels) episodes
------------------------------------------------------------------------------------------------------------------------------------
Mighty Morphin Power Live action: 200 half-hour U.S. and Canada Perpetuity
Rangers (a/k/a Power episodes
Rangers ZEO as of 4th
season)
------------------------------------------------------------------------------------------------------------------------------------
New Archies, The Animated: 13 half-hour Canada only Expires
episodes 5/23/2009
------------------------------------------------------------------------------------------------------------------------------------
Noozles (a/k/a Brinky and Animated: 26 half-hour U.S. and Canada Expires
Printy) episodes 12/7/2004
------------------------------------------------------------------------------------------------------------------------------------
Ox Tales Animated: 52 half-hour U.S. and Canada U.S. expires
episodes (also available as 5/27/2008;
104 twelve minute episodes) Canada expires
5/27/2005
------------------------------------------------------------------------------------------------------------------------------------
Panda Patrol (a/k/a Jin-Jin Animated: 26 half-hour U.S. and Canada Perpetuity
and the Panda Patrol) episodes
------------------------------------------------------------------------------------------------------------------------------------
Peter Pan and the Pirates, Animated: TBD U.S. and Canada Perpetuity
Fox's
------------------------------------------------------------------------------------------------------------------------------------
Piggsburgh Pigs Animated: 13 half-hour TBD Perpetuity
episodes
------------------------------------------------------------------------------------------------------------------------------------
Pinocchio, Adventures of Animated: 52 half-hour U.S. and Canada Expires
episodes 9/12/1999
------------------------------------------------------------------------------------------------------------------------------------
Pip 'N Squeek (a/k/a Shuke Animated: 13 half-hour U.S. and Canada Expires
and Beita) episodes 10/31/2022
------------------------------------------------------------------------------------------------------------------------------------
Pole Position Animated: 13 half-hour Canada only Expires
episodes 9/20/2009
------------------------------------------------------------------------------------------------------------------------------------
Red Planet Animated: TBD U.S. and Canada Perpetuity
------------------------------------------------------------------------------------------------------------------------------------
|
-5-
====================================================================================================================================
TITLE TYPE AND QUANTITY TERRITORIES TERM
------------------------------------------------------------------------------------------------------------------------------------
Rimba's Island Animated: TBD U.S. and Canada Expires 10
years after last
season in
which Fox Kids
Network orders
last new
episodes
------------------------------------------------------------------------------------------------------------------------------------
Ring Raiders Animated: 5 half-hour Canada Only Perpetuity
episodes
------------------------------------------------------------------------------------------------------------------------------------
Rock 'N Cop Animated: 50 half-hour Canada only (double Expires
episodes check) 2/27/2001
------------------------------------------------------------------------------------------------------------------------------------
Samurai Pizza Cats Animated: 52 half-hour U.S. and Canada Expires
episodes 11/12/2000
------------------------------------------------------------------------------------------------------------------------------------
Shadow Strikers Animated: 2 half-hour Canada only Perpetuity
episodes
------------------------------------------------------------------------------------------------------------------------------------
Siegfried and Roy Animated: TBD U.S. and Canada Expires 5 years
(U.S. video release after delivery of
subject to Fox Kids last new
Network holdbacks) episode ordered
by Fox Kids
Network
------------------------------------------------------------------------------------------------------------------------------------
Sophie and Virginie Animated: 52 half-hour U.S. and Canada TBD
episodes
------------------------------------------------------------------------------------------------------------------------------------
Space Cats Animated: 13 half-hour Canada only Perpetuity
episodes
------------------------------------------------------------------------------------------------------------------------------------
Spoof Toons (a/k/a Walter Animated: 26 half-hour U.S. and Canada Perpetuity
Melon) episodes
------------------------------------------------------------------------------------------------------------------------------------
Starcom Animated: 13 half-hour Canada only Expires
episodes 4/20/2009
------------------------------------------------------------------------------------------------------------------------------------
Super Mario Bros. Super Animated: 65 half-hour Canada only Expires
Show!, The episodes (including 13 Legend 12/6/2010
of Zelda episodes)
------------------------------------------------------------------------------------------------------------------------------------
Sweet Valley High, Francine Live action: 88 half-hour U.S. and Canada Perpetuity
Pascal's episodes
------------------------------------------------------------------------------------------------------------------------------------
Sylvanian Families Animated: 13 half-hour Canada only Expires
episodes 4/20/2009
------------------------------------------------------------------------------------------------------------------------------------
Tenko and the Guardians of Animated with short live U.S. And Canada Perpetuity
the Magic action wraparounds: 13 half-
hour episodes
------------------------------------------------------------------------------------------------------------------------------------
Three Little Ghosts Animated: 50 half-hour U.S. and Canada Expires
episodes 12/17/2001
------------------------------------------------------------------------------------------------------------------------------------
|
-6-
====================================================================================================================================
TITLE TYPE AND QUANTITY TERRITORIES TERM
------------------------------------------------------------------------------------------------------------------------------------
Tic Tac Toons (consisting of Animated: 65 episodes, U.S. and Canada Expires
Hyppo and Thomas and consisting of 300 two-and- 10/7/2002
Tamagon the Counselor) one-half minute segments of
Hyppo and 195 two-and-one-half minute segments of
Tamagon
------------------------------------------------------------------------------------------------------------------------------------
Tick The animated: TBD U.S. and Canada Perpetuity
(U.S. video release
subject to Fox Kids
Network holdbacks)
------------------------------------------------------------------------------------------------------------------------------------
Twins of Destiny Animated: 52 half-hour U.S. and Canada TBD
episodes
------------------------------------------------------------------------------------------------------------------------------------
Ulysses 31 Animated: 26 half-hour Canada only Expires
episodes 4/20/2009
------------------------------------------------------------------------------------------------------------------------------------
Video Power Animated and live action: 40 Canada only Perpetuity
half-hour episodes
------------------------------------------------------------------------------------------------------------------------------------
VR Troopers, Saban's Live action: 92 half-hour U.S. and Canada Expires
episodes 9/9/1999
------------------------------------------------------------------------------------------------------------------------------------
Where on Earth Is Carmen Animated: 40 half-hour Canada only Perpetuity
Sandiego? episodes
------------------------------------------------------------------------------------------------------------------------------------
Why-Why Family, The Animated: 130 three-and- U.S. and Canada Perpetuity
one-half minute segments
------------------------------------------------------------------------------------------------------------------------------------
Willow Town Animated: 23 half-hour U.S. and Canada Expires
episodes (the episodes (excluding the 8/1/2008
entitled "The Wind in The Province of Quebec)
Willows", "The Adventures Of
Mr. Toad", and "Great
Country Picnic" are not
included)
------------------------------------------------------------------------------------------------------------------------------------
Wowser Animated: 52 half-hour U.S. and Canada Expires
episodes 4/23/2004
------------------------------------------------------------------------------------------------------------------------------------
Zazoo U Live action: TBD U.S. and Canada Perpetuity
(U.S. video release
subject to Fox Kids
Network holdbacks)
------------------------------------------------------------------------------------------------------------------------------------
Zoobilee Zoo Live action: 65 half-hour Canada only Expires
episodes 4/20/2009
==================================================================================================================================
|
-7-
EXHIBIT "B"
DELIVERY REQUIREMENTS/HOME VIDEO DISTRIBUTION RIGHTS/MULTIPLE TERRITORIES
Exhibit "B" to the Home Video Rights Acquisition Agreement ("MAIN AGREEMENT")
and Standard Terms and Conditions ("STANDARD TERMS") and forming part of the
Home Video Rights Acquisition Agreement dated as of August 8, 1996 between
TWENTIETH CENTURY FOX HOME ENTERTAINMENT, INC. ("FOX"), on the one hand, and
SABAN ENTERTAINMENT, INC. and VENTURA FILM DISTRIBUTORS, B.V. (collectively,
"SABAN"), on the other hand.
Delivery Items: Delivery with respect to each Program listed in Paragraph 3. of
the Main Agreement shall consist of Saban making physical delivery of the items
set forth herein with respect to the Program ("DELIVERY ITEMS"), in accordance
with the standards set forth herein and/or in the Standard Terms with respect to
the applicable Delivery Item. If no standard is set forth with respect to a
particular Delivery Item, then such Delivery Item shall be the best quality
available from existing materials and acceptable in form, substance and/or
content to the reasonable satisfaction of the appropriate personnel of Fox or
Fox's designee. Delivery shall be made to such locations ("DELIVERY LOCATIONS")
as hereinafter designated or as Fox shall otherwise designate. Delivery of the
Program shall be accompanied by a list showing which items are in which
containers. THE LEGAL DEPARTMENT AND TECHNICAL SERVICES MUST BE COPIED ON ALL
TRANSMITTAL LETTERS FOR DELIVERY ITEMS.
If applicable under the Main Agreement and/or the Standard Terms, the Delivery
Items preceded by an asterisk ("*") are "BASIC DELIVERY ITEMS", and the Delivery
Items preceded by a double asterisk ("**") are "NON-BASIC DELIVERY ITEMS".
1. Delivery Locations:
(a) "ADVERTISING & PUBLICITY": (If by Mail) Fox, P.O. Box 900, Beverly
Hills, California 90213. (If by Messenger) Fox, 2121 Avenue of the Stars,
Suite 2500, Los Angeles, California 90067. In both cases, attention: Libby
Statham (if the Distribution Territory includes Territories outside the
United States) and/or Evelyn Gray (if the Distribution Territory includes
the United States).
(b) "LEGAL DEPARTMENT": (If by Mail) Twentieth Century Fox Film
Corporation, P.O. Box 900, Beverly Hills, California 90213. (If by
Messenger) Twentieth Century Fox Film Corporation, 2121 Avenue of the
Stars, Suite 1300, Los Angeles, California 90067. In both cases,
attention: Ron Wheeler.
(c) "MUSIC DEPARTMENT": (If by Mail) Twentieth Century Fox Film
Corporation, P.O. Box 900, Beverly Hills, California 90213. (If by
Messenger) Twentieth Century Fox Film Corporation, 2121 Avenue of the
Stars, Suite 1300, Los Angeles, California 90067. In both cases,
attention: Tom Cavanaugh.
(d) "RISK MANAGEMENT": (If by Mail) Twentieth Century Fox Film
Corporation, Treasury Department, P.O. Box 900, Beverly Hills, California
90213. (If by Messenger) Twentieth Century Fox Film Corporation, Treasury
Department, 10201 West Pico Boulevard, Los Angeles, California 90035. In
both cases, attention: Michelle Darringer.
(e) "TALENT ADMINISTRATION": (If by Mail) Twentieth Century Fox Film
Corporation, P.O. Box 900, Beverly Hills, California 90213. (If by
Messenger) Twentieth Century Fox Film Corporation, 2121 Avenue of the
Stars, Suite 1300, Los Angeles, California 90067. In both cases,
attention: Margaret
-1-
Reeves.
(f) "TECHNICAL SERVICES": (If by Mail) Fox, P.O. Box 900, Beverly Hills,
California 90213. (If by Messenger) Fox, 2121 Avenue of the Stars, Suite
2500, Los Angeles, California 90067. In both cases, attention: Steve Cantos
(if the Distribution Territory includes Territories outside the United
States and Canada) and/or Virginia Cheung (if the Distribution Territory
includes the United States and Canada).
(g) "VIDEOTAPE OPERATIONS": (If by Mail or Messenger) Fox, 1546 North
Argyle Avenue, Hollywood, California 90028, Attention: Francis Gyermek.
2. Program Items: (Deliver to Videotape Operations)
(a) MASTERS:
* (i) Reproduction Masters:
(A) Format: One D1 first generation videotape in the original
language version and in the NTSC format ("REPRODUCTION MASTER").
A Reproduction Master shall not be a conversion from another
format, shall be a 3:4 aspect ratio version, shall be prepared
from film elements if such elements exist, shall include textless
background footage for the main and end titles and all scenes of
the Program that contain text (if available), and shall be
without defects as determined by Fox. If no D1 first generation
videotape and no film elements exist, and the Program was
initially released for Television Exhibition in the United
States, then a Reproduction Master may be a second generation D2
videotape created from the highest quality available video source
(e.g., another second generation D2 videotape, any other digital
videotape, the original first generation 1" videotape recording
master, or BetacamSP videotape).
(B) Music and Effects/Stereo: Each Reproduction Master shall
contain a separate music and effects track on each of channels 3
and 4. If the Program was originally produced in stereo, then
the Reproduction Master shall be prepared with the same stereo
elements.
(C) Conformity to Previously Released Version: Each Reproduction
Master shall conform, to the best of Saban's knowledge, to the
final edited version of the Program as initially released for
Theatrical Distribution in the United States or the country in
which photographed, as Fox shall designate (or if not so
released, then as released in the medium of initial release
including any available additional footage, if applicable), and
in the same ratio of camera aperture images in which the Program
was photographed.
(D) Dubbing/Subtitling: If the Program was originally produced
in a language other than English and will or may be distributed
in English under the Main Agreement, then Saban shall prepare and
deliver either a dubbed or subtitled version (at Fox's option) of
the Program and of the completed trailer and such English dubbed
or subtitled version shall be complete with the main credits,
narrative and end titles in English. If the Program was
originally produced in English or a language other than English
and will or may be distributed in one or more different
-2-
language(s) (other than English) under the Main Agreement, then
Saban shall deliver to Fox any and all existing dubbed and/or
subtitled version(s) in Saban's possession or control in the
applicable language(s) and shall also, reasonably in advance of
the applicable Initial Video Release Date(s), either (1) make
available to Fox all elements necessary to prepare the applicable
language version(s), or (2) prepare and deliver to Fox the
applicable language version(s). If Fox prepares the applicable
language version(s), the cost of such preparation will either be
a Home Video Expense under the Main Agreement (if applicable), or
will be billed to Saban.
* (ii) Magnetic Soundtrack: One 35mm 2-track Dolby Stereo or Dolby
Spectral Recording magnetic sound master which shall be fully mixed and
equalized and conform in all respects to each Reproduction Master.
* (iii) International Soundtrack: Intentionally omitted.
** (iv) Optical Disc Master: Intentionally omitted.
(b) Film and Soundtrack Elements: If a Reproduction Master is unavailable
or unacceptable as determined by Fox, then Saban shall do one of the
following: (i) prepare and deliver to Fox a Reproduction Master acceptable
to Fox, (ii deliver to Fox the film elements, magnetic soundtracks and
titles (as set forth in SCHEDULE "B-1" attached hereto) Fox determines are
necessary in order for Fox to create a Reproduction Master ("SCHEDULE B-1
MATERIALS"), or (ii loan to Fox Schedule B-1 Materials for a period of not
less than 90 days and provide Fox with access to Schedule B-1 Materials for
the remainder of the Distribution Term for the Program. If Fox creates a
Reproduction Master from the Schedule B-1 Materials, the cost of such
creation will either be a Home Video Expense under the Main Agreement (if
applicable), or will be billed to Saban.
*3. Trailers: (Deliver to Videotape Operations)
If available, one or more completed trailers of the Program, conforming to the
requirements of Program Items pursuant to Paragraph 2.
4. Documentation:
(a) Music Items: (Deliver to Music Department)
* (i) Music Cue Sheets: One copy of a music cue sheet showing the
particulars of all music contained in the Program and any completed
trailers delivered hereunder, including the title of each composition;
the names of composers, publishers and copyright owners; the usages
(whether instrumental, instrumental-visual, vocal, vocal-visual or
otherwise); the place of each composition showing the film footage and
running time for each cue; the performing rights society involved and
any other information customarily set forth in music cue sheets.
** (ii) Music Contracts/Licenses/Assignments: One copy of each of the
contracts, licenses, license confirmation letters or assignments
conveying to Saban the right to use the music, lyrics or recordings,
as applicable, in the Program, in whole or part, in all media now
known or hereafter devised, throughout the universe in perpetuity
without payment of any further compensation for the grant of such
rights and including the right to use the music, lyrics or recordings,
as applicable, in connection with the advertising, promotion and
publicity of the
-3-
Program, in or out of context of the Program subject only to payment
of fees to applicable performing rights societies.
** (b) Continuity: (Deliver to Technical Services)
One typewritten copy in the English language of a detailed, final dialogue
and action continuity of the Program containing all dialogue, narration and
song vocals, as well as a cut by cut description of the Program action,
conformed to the Reproduction Master together with a spotting list in the
English language giving spot numbers for each subtitle, the footage at the
start and end of each subtitle, indication of which character is speaking
and to whom they are speaking and the text.
* (c) MPAA: (Deliver to Legal Department)
(i) Certificate: If available, a certificate evidencing a rating from
the Motion Program Association of America, Inc. ("MPAA") Code and
Rating Administration which is not more restrictive than that
specified in the Main Agreement, and written acknowledgement of the
MPAA that all of its charges in connection with the Program have been
paid. If an MPAA certificate is unavailable, upon request of Fox,
Saban shall deliver to Fox all materials necessary for Fox to obtain
such a certificate. If Fox obtains such a certificate, the cost
thereof will either be a Home Video Expense under the Main Agreement
(if applicable), or will be billed to Saban.
(ii) Title Registration: If available, evidence that the title of
the Program has been registered under the rules of the MPAA Title
Registration Bureau and that pursuant to such registration procedures,
Saban has the right to use the title of the Program. If such evidence
of registration is unavailable, upon request of Fox, Saban shall
deliver to Fox all materials necessary for Fox to obtain such
registration. If Fox obtains such registration, the cost thereof will
either be a Home Video Expense under the Main Agreement (if
applicable), or will be billed to Saban.
* (d) Copyright Information: (Deliver to Legal Department)
The appropriate copyright notice and, if available, a renewal date relating
to the Program, and, upon request of Fox, copies of all copyright
registrations or filings for such copyright registrations if registration
has not yet been received by Saban and assignments of copyright pertaining
to the Program.
* (e) Chain-of-Title Documents: (Deliver to Legal Department)
One copy of all instruments or contracts covering the acquisition of
literary, dramatic, music and other works and materials of whatever nature
upon which the Program may be based and/or used in the production of the
Program, including, but not limited to, copyright and title search reports,
and publisher and individual releases.
** (f) Contracts: (Deliver to Legal Department)
Intentionally omitted.
* (g) E & 0 Insurance: (Deliver to Risk Management)
-4-
The certificate of insurance and all certificates and amendments relating
to the Policy which are required pursuant to the Standard Terms.
* (h) Country of Origin Information: (Deliver to Advertising & Publicity)
If the Distribution Territory includes Argentina, Italy, Mexico, Portugal
and/or Spain, Saban shall provide all information requested by Fox's Fact
Sheet for Certificates of Origin.
* (i) Other Restrictions: (Deliver to Legal Department)
A summary of all other contractual or other legal limitations on Home Video
Distribution and/or Home Video Exhibition of the Program, including any
restrictions as to the dubbing of the voice of any player including dubbing
dialogue in a language other than the language in which the Program was
recorded.
5. Credit Items: (Deliver to Talent Administration)
* (a) Credit; Statement: A statement of credits applicable to the Program
("CREDIT STATEMENT") setting forth the names and credit obligations of
Saban with regard to all persons to whom Saban is contractually obligated
to accord credit on the screen, in any paid advertising and on
videocassette packages. The credits set forth on the Credit Statement shall
conform in every instance to the standard credit requirements of Fox. The
Credit Statement shall be signed and acknowledged as accurate by the
individual producer(s) of the Program and by Saban's production counsel.
** (b) Cast and Crew: A list of the characters portrayed in the Program and,
upon Fox's written request, when reasonably required under the
circumstances, all technical personnel involved in the production of the
Program.
* (c) Titles: A list of the main and end title credits of the Program, a
copy of the actual credit block and title treatment.
* (d) Paid Advertising Requirements: A copy of the paid advertising
requirements for the Program ("PAID ADVERTISING REQUIREMENTS"), including a
top sheet which indicates the exact placement, wording and size of each
paid advertising credit, and a summary of all contractual and likeness
requirements with respect to paid advertising. The Paid Advertising
Requirements shall be signed and acknowledged as accurate by the individual
producer(s) of the Program and by Saban's production counsel.
6. Publicity end Advertising Materials: (Deliver to Advertising & Publicity)
* (a) Stills: One positive print and a duplicate negative of a reasonable
number of different black and white still photographs, or, at Fox's
reasonable election, access to such black and white negatives at a mutually
agreed upon photo laboratory, and color transparencies of a reasonable
number of different color still photographs, depicting scenes and principal
members of the cast of the Program. Immediately upon request of Fox, Saban
shall use its reasonable best efforts to identify the persons and events
depicted in any such photograph. Each photograph shall be suitable for
reproduction for advertising and publicity purposes and shall be approved
by all Parties which have a right to approve such stills or transparencies.
** (b) Biographical Information: A biography (approved, if contractually
required, by the subject of the biography) of each of the principal
players, individual producer(s), director and, upon the request
-5-
of Fox, if available a biography of the writers and of each of the key
technical personnel; provided, however, that if guild requirements or other
applicable Law requires a writer biography, then Saban shall so provide.
* (c) Synopsis: A brief synopsis in the English language of the story of
the Program.
* (d) Advertising Materials: Copies of all English-language and non-
English-language advertisements, paper accessories and other advertising
materials, if any, prepared by Saban or, if Saban has access, by any other
party in connection with the Program, including samples of one-sheet
posters and individual advertising art elements and transparencies
necessary to make proofs thereof, television and radio spots and the
individual elements necessary to make duplicates thereof, and electronic
and print press kits if available.
END OF EXHIBIT "B"
DELIVERY REQUIREMENTS/HOME VIDEO DISTRIBUTION RIGHTS/MULTIPLE TERRITORIES
-6-
SCHEDULE "B-1" TO EXHIBIT "B"
1. FILM ELEMENTS:
(a) Programs Produced in the English Language: One of the film elements
set forth in this Paragraph 1, without subtitles, in the following order of
priority from the best quality available from existing materials and
created at a first-class laboratory designated by Fox:
(i) A 16mm Inter-Positive ("IP") made from the original cut negative
("OCN"), and a 16mm "screening" print to be used for timing comparison
purposes.
(ii) A 16mm Inter-Negative ("IN") made from an IP made from the OCN,
and a 16mm "screening" print to be used for timing comparison
purposes.
(iii) If the print elements specified in subparagraphs (i) and (ii)
are not available, or if Fox reasonably determines (i.e. consistent
with Fox's usual standards) that they are not of sufficient quality
for a videotape transfer to be used in the manufacture of
videocassettes:
(A) A 16mm wet-gate composite low-contrast print made from an
OCN, printed on Eastman #5380 filmstock and graded (timed) for
television projection; or
(B) A 16mm new composite wet-gate "show" print from OCN printed
on Eastman #5384 filmstock; or
(C) A 16mm new composite "show" print made from an IN and printed
on Eastman #5384 filmstock.
(b) Programs Produced in Language Other Than English: If the Program was
produced in a language other than English, in part or whole, a 16mm high
contrast black and white positive or negative subtitle only reel in perfect
synchronization with photographic action to the Reproduction Master and
film elements.
2. MAGNETIC SOUNDTRACKS: If available, one 16mm magnetic film sound track for
the Program ("SOUNDTRACK") in the English Language in the following order of
priority from the best quality available from existing materials, fully recorded
and in perfect synchronization with photographic action to the Reproduction
Master and film elements, including at least 30 seconds of "pink noise" on the
head of at least one reel recorded at the time the Soundtrack was manufactured,
as follows:
(a) If the Program exists with stereophonic sound:
(i) A 2-track Dolby matrix encoded magnetic sound master, or if (i)
is not available, then (ii)
(ii) A standard 4-track magnetic sound master that includes left,
center, right, and surround ("LCRS") signals.
AND
(iii) A 4-track music and effects only magnetic sound master that
includes LCRS signals; or
-1-
(iv) A 2-track dolby matrix encoded magnetic stereo music and
effects sound master; and/or
(v) The MED 3 or 4-track monaural magnetic sound master that is Dolby
encoded (which includes any "sweetener" tracks generated for dubbing
in languages other than English).
(b) If the Program does not exist in stereophonic sound:
(i) The MED 3 or 4--track monaural magnetic sound master that is Dolby
encoded (which includes any "sweetener" tracks generated for dubbing
in languages other than English), or if (i) is not available then
(ii);
(ii) A monaural composite of the MED magnetic sound master that is
Dolby encoded, or if (ii) is not available then (iii);
(iii) A monaural composite positive optical track printed on black
and white print stock in the original optical format (i.e. variable
area or variable density).
All Soundtracks that are Dolby encoded shall include at least 30
seconds of "Dolby set level tone" at the head of each reel.
3. TITLES: One each of the 16mm, if available, or video main credits and end
titles in each language of the Distribution Territory, provided that if the
Program is in the English language, Saban shall provide such main credits and
end titles upon request of Fox. If Saban does not possess rights of Theatrical
Exhibition in the Distribution Territory, Saban shall use its best efforts to
supply to Fox in a timely manner the items required pursuant to this Paragraph
3.
END OF SCHEDULE "B-1" TO EXHIBIT "B"
-2-
EXHIBIT "C"
FORM OF LABORATORY ACCESS LETTER
______________,199__
Re: SABAN ENTERTAINMENT, INC./VENTURA FILM DISTRIBUTORS, B.V.
Ladies and Gentlemen:
1. PROGRAMS: This Laboratory Access Letter relates to the following Motion
Pictures (each a "PROGRAM" and collectively, "PROGRAMS"):
2. TERRITORY/LICENSE PERIOD: With respect to the Programs referred to in
Paragraph 1. above, each of the undersigned, SABAN ENTERTAINMENT, INC. and
VENTURA FILM DISTRIBUTORS, B.V. (collectively, "SABAN"), has granted an
exclusive license to TWENTIETH CENTURY FOX HOME ENTERTAINMENT, INC. ("FOX") to
exercise all rights of Home Video Distribution and Home Video Exhibition, as
provided in the Home Video Rights Acquisition Agreement dated as of August 8,
1996 ("AGREEMENT") between Saban and Fox. With respect to each Program, Saban
has granted Fox the Distribution Rights for such Program in the Distribution
Territory for the period beginning as provided in the Agreement and ending
[September 10, 2003] [September 10, 2005]. Except where indicated above, the
"DISTRIBUTION TERRITORY" for each Program is the United States and Canada. All
terms used herein but not defined herein shall have the meaning for such terms
as set forth in the Agreement.
3. MATERIALS: During the entire Distribution Period for the Distribution
Rights for each Program, Laboratory hereby acknowledges receipt of one complete
set of all pre-Master materials pertaining to such Program and any trailers
thereof ("TRAILERS") (collectively, "MATERIALS") necessary for the manufacture
therefrom of commercially acceptable English language Masters and Spanish-
language dubbed and subtitled versions thereof, if any. Laboratory further
acknowledges that the Materials are of standard commercial quality and suitable
for making commercially acceptable Masters and dubbed and subtitled versions of
the Program. Laboratory shall hold the Materials at Laboratory's premises, and
Laboratory shall notify Saban and Fox in writing before moving the Materials or
any of them to another facility. If the Materials are moved to another
facility, then Saban shall grant Fox access to the Materials at such other
facility on the same terms and conditions as this Laboratory Access Letter.
-1-
4. ORDERS: This will authorize, direct and instruct Laboratory during the
License Period for each Program to fill all orders from Fox or its designees
only to carry out the purpose of the Agreement for pre-Master materials
pertaining to such Program or other materials for the Program or any Trailers,
and any replacements thereof, and any other laboratory work for the Program and
any Trailers, with all costs and charges related thereto to be charged to Fox.
Laboratory agrees not to look to Saban nor assert any claim or lien, statutory
or otherwise, against Saban or Saban's property or any materials pertaining to
the Program held by Laboratory by reason of any obligation of Fox or any work,
labor, service or material which Laboratory may perform or furnish to Fox or its
designees.
5. IRREVOCABILITY: The instructions, authorizations and directions herein
contained in favor of Fox are being relied on by Fox and are coupled with an
interest and may not be revoked, rescinded or in any way modified during the
License Period for any Program without the written consent of Fox.
6. SABAN ORDERS: Laboratory agrees to fill all orders of Saban and Saban's
designees for pre-Master materials pertaining to such Program or other materials
for the Program and any Trailers at the sole cost and expense of Saban, subject
to proper credit arrangements being made. Laboratory agrees that Laboratory
will not look to Fox and will not assert any claim or lien, statutory or
otherwise, against Fox by reason of any obligation owed to Laboratory for any
work, labor, material or service which Laboratory may perform or furnish to
Saban or any Party other than Fox or its designees.
7. LABORATORY ACKNOWLEDGMENT: By signing in the space provided below,
Laboratory agrees that Laboratory will fill all orders from Saban or Fox, as the
case may be, in accordance with the authority granted herein without regard to
any liability or obligation to Laboratory of any Party other than the Party
which shall have placed file order and shall be bound by the foregoing
instructions and directions. Laboratory further acknowledges that with respect
to each Program and any Trailers thereof, Laboratory presently holds or will
hold hereunder Materials which are or will be all of at least standard
commercial quality and suitable for making commercially acceptable English
language Masters of the Program and any Trailers and dubbed and subtitled
versions thereof.
By signing in the spaces provided below, the signatories agree to all of the
terms and conditions set forth herein.
Very truly yours,
SABAN ENTERTAINMENT, INC.
By
Its
and
VENTURA FILM DISTRIBUTORS, B.V.
By
Its
(collectively, "SABAN")
ACKNOWLEDGED AND AGREED TO:
-2-
("LABORATORY")
By
Its
CONFIRMED:
TWENTIETH CENTURY FOX HOME ENTERTAINMENT, INC.
("FOX")
By
Its
-3-
EXHIBIT "D-1"
FORM OF EXCLUSIVE LICENSE
For good and valuable consideration, SABAN ENTERTAINMENT, INC. ("SEI") does
hereby license and convey to TWENTIETH CENTURY FOX HOME ENTERTAINMENT, INC.
("FOX"), P.O. Box 900, Beverly Hills, California 90213, under the copyright laws
of the United States of America and the laws of the countries constituting the
"Distribution Territory", the exclusive right to distribute the Motion Picture
hereinafter designated "Program" in the "Distribution Territory" for the
"License Period" and for the "Media", all as hereinafter specified.
a. "PROGRAM": The Motion Picture entitled ______________________________
b. "DISTRIBUTION TERRITORY": The Distribution Territory shall consist of
the U.S. Territory and the Canadian Territory. The "U.S. TERRITORY" shall
mean the United States, its territories and possessions, but excluding
Puerto Rico. The "CANADIAN TERRITORY" shall mean the Dominion of Canada,
and its territories and possessions.
c. "LICENSE PERIOD": With respect to the rights of Home Video
Distribution and Home Video Exhibition, the "LICENSE PERIOD" for such
Distribution Rights shall be for the period beginning , 199__ and ending
__________________________, 200__.
d. "MEDIA": The exclusive right of Home Video Distribution in all forms
of Cassettes now known or hereafter devised.
The Program was registered in the United States Copyright Office under the title
"______________" by registry number ___________________ with the effective
registration date of ____________________________.
-1-
This license is executed in accordance with a Home Video Rights Acquisition
Agreement ("MAIN AGREEMENT") dated as of August 8, 1996 between the undersigned
and Fox and is subject to the terms and conditions of such Main Agreement.
IN WITNESS WHEREOF, the undersigned has executed this license by its duly
authorized officer on the ____________ day of ___________________, 199__.
SABAN ENTERTAINMENT, INC.
By
Its
State of ________________)
) ss
County of________________)
On ____________________ before me, ________________________________________,
(Date) (Name of Notary)
personally appeared __________________________________________,
(Name and Title of Signer)
personally known to me (or proved to me on the basis of is satisfactory
evidence) to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that be/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.
Signature______________________________________(Seal)
-2-
EXHIBIT "D-2"
FORM OF EXCLUSIVE GRANT OF RIGHTS
For good and valuable consideration, VENTURA FILM DISTRIBUTORS, B.V. ("VENTURA")
does hereby grant and convey to TWENTIETH CENTURY FOX HOME ENTERTAINMENT, INC.
("FOX"), P.O. Box 900, Beverly Hills, California 90213, under the copyright laws
of the United States of America and the laws of the countries constituting the
"Distribution Territory", the exclusive right to distribute the Motion Picture
hereinafter designated "Program" in the "Distribution Territory" for the "Grant
Period" and for the "Media", all as hereinafter specified.
a. "PROGRAM": The Motion Picture entitled _____________________________
b. "DISTRIBUTION TERRITORY": The Distribution Territory shall consist of
the U.S. Territory and the Canadian Territory. The "U.S. TERRITORY" shall
mean the United States, its territories and possessions, but excluding
Puerto Rico. The "CANADIAN TERRITORY" shall mean the Dominion of Canada,
and its territories and possessions.
c. "GRANT PERIOD": With respect to the rights of Home Video Distribution
and Home Video Exhibition, the "Grant Period" for such Distribution Rights
shall be for the period beginning , 199__ and ending ______________, 200__.
d. "MEDIA": The exclusive right of Home Video Distribution in all forms
of Cassettes now known or hereafter devised.
The Program was registered in the United States Copyright Office under the title
"_____________" by registry number ___________________ with the effective
registration date of _______________________________.
-1-
This grant is executed in accordance with a Home Video Rights Acquisition
Agreement ("MAIN AGREEMENT") dated as of August 8, 1996 between the undersigned
and Fox and is subject to the terms and conditions of such Main Agreement.
IN WITNESS WHEREOF, the undersigned has executed this license by its duly
authorized officer on the ____________ day of ________________________ , 199__.
VENTURA FILM DISTRIBUTORS, B.V.
By_____________________________
Its
State of_________________)
) ss
County of________________)
On __________________before me,__________________________________________,
(Date) (Name of Notary)
personally appeared _____________________________________________________,
(Name and Title of Signer)
personally known to me (or proved to me on the basis of is satisfactory
evidence) to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that be/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.
Signature______________________________(Seal)
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