EXHIBIT 10.19
FIRST AMENDMENT TO
DISTRIBUTION SERVICES AGREEMENT
TERM SHEET
This amendment ("First Amendment") to the Distribution Services Agreement Term
Sheet dated as of August 1, 1998 ("Term Sheet") between Twentieth Century Fox
Home Entertainment, Inc. ("Fox") and Artisan Home Entertainment, Inc.
("Artisan") is made and entered into as of September ___, 1999. All terms
initially capitalized and not defined herein shall have the meaning given to
them in the Term Sheet.
Whereas, Fox and Artisan desire to amend the Term Sheet to expressly acknowledge
the parties' respective warranty and indemnity rights and obligations;
For good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Fox and Artisan hereby agree to amend the Term Sheet as
follows:
1. WARRANTIES: The following new Paragraph 18. is added to the Term Sheet,
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with the remaining Paragraphs renumbered accordingly:
"18. WARRANTIES: For each Picture for which Fox has the right and
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obligation to provide Distribution Services pursuant to the Term Sheet,
Artisan warrants that Artisan has full right, power and authority to
exercise the right of Home Video Distribution with respect to such Picture
and that Fox's provision of Distribution Services to Artisan in connection
with the exercise of such right shall not violate the rights of any third
party."
2. INDEMNITIES: The following new Paragraph 19. is added to the Term Sheet,
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with the remaining Paragraphs renumbered accordingly:
"19. INDEMNITIES:
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(a) By Artisan: Artisan shall indemnify and hold harmless Fox, its
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parents, subsidiary and affiliated entities, successors, officers,
directors, shareholders, employees and agents, from and against any
and all demands, actions, claims, or proceedings and from any and all
damages, liabilities, costs, losses and expenses (including reasonable
attorneys' fees and expenses) (collectively, "Claims") relating to or
arising out of (i) any violation of any of the warranties,
representations or agreements made by Artisan; (ii) the content of or
any error or omission in any Picture, or in any material or
information furnished by Artisan; (iii) any Claim by a third party,
claiming through Artisan, the copyright owner (if different) or their
respective predecessors or grantors, to participate in the proceeds of
any Picture derived from exploitation of the right of Home Video
Distribution in the Distribution Territory; (iv) any Claim by a third
Party 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
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Picture, or any part thereof, or any use or reuse thereof for any
purpose or in any media whatsoever; or (v) any Claim arising from a
violation of law by Artisan or the copyright owner (if different).
(b) By Fox: Fox shall indemnify and hold harmless Artisan, its parents,
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subsidiary and affiliated entities, officers, directors, shareholders,
employees and agents, from any and all Claims relating to or arising
out of any violation or alleged violation of any of the warranties,
representations or agreements made by Fox.
(c) Party to be Indemnified: The party to be indemnified shall give
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the indemnifying party prompt written notice of all Claims, and an
opportunity to defend the same through counsel of the indemnifying
party acceptable to the indemnified party acting reasonably. The
indemnified party shall also have a right to its own counsel (at its
own cost) if it deems such to be appropriate. The party to be
indemnified shall give the indemnifying party all information in its
possession or under its control with reference to such claims, and all
reasonable assistance and cooperation."
3. RATIFICATION OF TERMS AND CONDITIONS: This First Amendment represents the
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entire agreement of the parties with respect to the subject matter hereof and
supersedes all prior written and/or oral agreements with respect to such subject
matter. Except as herein amended, the terms and conditions of the Term Sheet
shall remain in full force and effect.
By signing in the spaces provided below, Fox and Artisan have agreed to all of
the terms and conditions of this First Amendment.
ARTISAN HOME ENTERTAINMENT, INC. TWENTIETH CENTURY FOX HOME
("Artisan") ENTERTAINMENT, INC.
("Fox")
BY /s/ Ken Schapiro By /s/ Laura Cook
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