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EXHIBIT 10.24
AFMA(R) INTERNATIONAL
FREE TV LICENSE AGREEMENT
This International Free TV License Agreement is made as of June 28,
1999 between TEAM Entertainment Group("Licensor") of 12300 Wilshire Boulevard,
Suite 400, Los Angeles CA 90025 [tel/fax:] (310) 442-3500/(310) 442-3501 and
Renown Pictures, Ltd.. - or order ("Licensee") of 5 Churchill Court, 58 Station
Road, North Harrow, Middlesex, England HA2 7SA [tel/fax] (44) 181 863 1888/(44)
181 863 0463.
This Agreement is: [X] A new agreement;
[ ] A long form that replaces the deal memo regarding
the Programs;
[ ] An amendment to an existing agreement dated _______
Subject to timely payment of all monies due Licensor and Licensee's
full performance under this Agreement, Licensor licenses to Licensee, and
Licensee accepts from Licensor, the Licensed Rights in the Programs throughout
the Territory for the Term in the Authorized Languages subject to the Hold backs
as identified below on all the terms and conditions of this Agreement.
This Agreement consists of the following parts: this Cover Page; Table
of Contents; Deal Terms; Standard Terms; Schedule of Definitions; and the
following Attachment(s): [ ] Schedule of Programs;[ ] Access Letter;[ ]
Guaranty; and
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IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement
as of the date first written above to constitute a binding contract between
them.
LICENSOR LICENSEE
By: /s/ DREW S. LEVIN By: /s/ B. SMITH
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Its: Chairman/CEO Its: Operations Manager
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TABLE OF CONTENTS
Section
Paragraph
DEAL TERMS
Program(s) A.
Territory B.
Authorized Language(s) C.
Term And License Period D.
Licensed Station E.
Free TV Rights F.
Exclusivity G.
Licensor's Hold backs H.
License Fee I.
Payment J.
Delivery Terms K.
Additional Terms L.
STANDARD TERMS AND CONDITIONS
Definitions And Usage 1.
Program And Versions 2.
Licensed Rights And Reserved Rights 3.
Allied Rights 4.
Territory, Holdback Region And Licensed Station 5.
Term And License Period 6.
Payment Requirements 7.
Delivery And Return 8.
Telecast Obligations 9.
Music 10.
Suspension And Withdrawal 11.
Default And Termination 12.
Anti-Piracy Provisions 13.
Licensor's Warranties 14.
Licensee's Warranties 15.
Indemnities 16.
Assignment And Sublicensing 17.
Miscellaneous Provisions 18.
SCHEDULE OF LICENSING DEFINITIONS
Free TV Rights Definitions A.
Additional Definitions B.
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AFMA(R) INTERNATIONAL
FREE TV LICENSE AGREEMENT
DEAL TERMS
Mention in these Deal Terms of any right not specifically licensed to
Licensee in the Licensed Rights Deal Terms does not grant to Licensee
expressly or by implication any right not specifically licensed to
Licensee in the Licensed Rights Deal Terms.
A. PROGRAM(S):
[ ] ____ ( ) commercial ( ) (hour) episodes, of the series entitled
"_____________"
[X] As set forth on attached Schedule of Programs.
B. TERRITORY: U.K., Scandinavia, Benelux, Spain, Middle East, Africa, South
Africa.
C. AUTHORIZED LANGUAGE(S): For each Program
[ ] Original Language; [X] Official Language(s) in Territory; [ ] as
needed to service territories
[ ] Dubbed Only [ ] Subtitled Only [ ] Dubbed and Subtitled
D. TERM AND LICENSE PERIOD:
Subject to Paragraph 6.1. of the Standard Terms:
1. Term: The Term starts on June 28, 1999 and ends on:
a. The last Licensed Telecast of all Program(s), or
b. _________________, or
c. [5] years from
[X] the date of this Agreement
[ ] the first Licensed Telecast of any Program.
2. License Period: The period during which Licensee may
exploit the Licensed Right(s) in each Program starts on the
Availability Date for the Program and ends on the earlier of
the last Licensed Telecast for the Program or end of the Term.
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E. LICENSED STATION:
In accordance with Paragraph 5.4. of the Standard Terms:
[X] All broadcasters for the licensed Free TV Rights in the Territory; or
[ ] Licensee
F. PAY AND FREE TV RIGHTS: For each Program
LICENSED RUNS PLAY DATES AVAILABILITY DATE
Terrestrial [X] Yes [ ]No ____ [ ] To be advised (see Standard Terms P. 6.3.); or
[ ] as set forth on attached Schedule of Programs
Cable [X] Yes [ ]No ____ [ ] To be advised (see Standard Terms P. 6.3.); or
[ ] as set forth on attached Schedule of Programs
Satellite [X] Yes [ ]No ____ [ ] To be advised (see Standard Terms P. 6.3.); or
[ ] as set forth on attached Schedule of Programs
The Availability Date for each Program is subject to Availability
Coordination within the Region in accordance with Paragraph 6.4. of the
Standard Terms.
G. EXCLUSIVITY:
The Licensed Rights, as defined in Paragraph 3.1. of the Standard Terms,
are:
[X] Exclusive except _______________________________________
[ ] Non-Exclusive except ___________________________________
H. LICENSOR'S HOLD BACKS:
In accordance with Paragraph 6.5. of the Standard Terms, the Hold backs
on Licensor's exploitation of any Reserved Rights in each Program will
be:
[X] None.
[ ] As set forth on the Schedule of Programs.
[ ] All Free TV in the Authorized Languages per Paragraph 6.5.1. of the
Standard Terms.
[ ] All Pay TV in the Authorized Languages per Paragraph 6.5.2. of the
Standard Terms.
[ ] __________________________________________________________________.
I. LICENSE FEE: US$3,300,000.00 (Total for all Programs)
The License Fee is a minimum net sum and no taxes or charges may be
deducted from it.
1. ALLOCATED:
[ ] As set forth on the attached Schedule of Programs, or
[X] US$165,000.00 [ ] per Run\Play date or [X] per Program
2. PAYABLE:
a. [X] US$400,000.00 within 45 days of execution of this Agreement;
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b. [X] US$3,900,000.00 in (four) (4) equal quarterly
installments of US$725,000.00, on September 30, 1999;
December 30,1999; March 30, 2000; June 30, 2000
c. [ ] Balance on delivery of broadcast material.
J. PAYMENT:
Licensee will pay the License Fee and any other payments due Licensor
as follows:
1. WT - WIRE TRANSFER [Check as appropriate]
[X] License Fee Installments: [X]I.2.a; [X]I.2.b; [ ]I.2.c; [ ] Materials
Charges (Section K.4) Licensee will pay the indicated installments of the
License Fee or other payments by wire transfer of unencumbered funds,
free of any transmission charges, to the following account:
As indicated on invoices to follow
2. LC - LETTER OF CREDIT [Check as appropriate]
[ ] License Fee Installments: [ ]I.2.a; [ ]I.2.b; [ ]I.2.c; [ ] Materials
Charges (Section K.4)
Issued By: ___________ Open Until: ________ Renewable For: ____________.
Licensee will pay the indicated installments of the License Fee or other
payments by an irrevocable Letter of Credit which meets the requirements
of Paragraph 7.2. of the Standard Terms. The Letter of Credit will be
issued by and remain open until the dates indicated above. The Letter of
Credit will be payable on presentation to Licensor's corresponding bank
of:
[Check all that apply]
[ ] SIGHT DRAFT in usual commercial form indicating payment due.
[ ] INVOICE for payments then due.
[ ] BILL OF LADING, such as an air waybill, evidencing shipment
to Licensee of the applicable Delivery Materials.
[ ] ACCESS LETTER substantially in the form attached for applicable
Delivery Materials.
3. OTHER:
[ ] License Fee Installments: [ ]I.2.a; [ ]I.2.b; [ ]I.2.c; [ ] Materials
Charges (Section K.4) Licensee will pay the indicated installments of the
License Fee or other payments as follows:
K. DELIVERY TERMS:
1. PHYSICAL MATERIALS:
For each Program Licensor will make Delivery of the Physical Materials:
[ ] As specified in Licensor's Delivery Notice per Paragraph 8.1.; or
[X] By Delivering the following indicated items for the original
language version:
Item Delivery Method (Para. 8.1., Standard Terms)
FEATURE LOW CONTRAST PRINT [ ]Physical [ ]Access [ ]Loan [ ]Satellite
[ ]35mm [ ]16mm
TRAILER LOW CONTRAST PRINT [ ]Physical [ ]Access [ ]Loan [ ]Satellite
[ ]35mm [ ]16mm
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PRINT MASTER (2 TRACK) [ ]Physical [ ]Access [ ]Loan [ ]Satellite
[ ]35mm [ ]Stereo [ ]Mono
[ ]16mm [ ]Stereo [ ]Mono
NTSC (525) [ ]Physical [ ]Access [ ]Loan [ ]Satellite
[ ]1" [ ]D1 [ ]D2 [ ]D3 [ ]3/4" [X] Betacam SP
PAL (625) [ ]Physical [ ]Access [ ]Loan [ ]Satellite
[ ]1" [ ]D1 [ ]D2 [ ]D3 [ ]3/4" [ ] Betacam SP
2. SUPPORT MATERIALS:
For each Program Licensor will make Delivery of the Support Materials:
[X] As available
[ ] As specified in Licensor's Delivery Notice per Paragraph 8.1.; or
[ ] By Delivering the following items:
[ ] Feature Spotting List [ ] Press Book
[ ] Trailer Spotting List [ ] Electronic Press Kit
[ ] Feature Continuity [ ] Synopsis
[ ] Trailer Continuity [ ] Radio Spots (No.__)
[ ] Main & End Credits [ ] B&W Stills (No.__)
[ ] Paid Ad Credit [ ] Color Stills (No.__)
[ ] Dub/Sub Restrictions [ ] Color Slides (No.__)
[ ] Music Cue Sheets [ ] TV Spots (No.____)
[ ] As-Broadcast Scripts
3. DATE FOR DELIVERY NOTICE:
Licensor will give Licensee a Delivery Notice for each Program no later
than:
[ ] Before its Availability Date; or
[X] All material available as of the date of this agreement
4. MATERIALS PAYMENT INSTRUCTIONS:
Licensee will pay for all Materials:
[ ] As specified in Licensor's Delivery Notice per Paragraph 8.1.;
[X] As follows: Licensee will pay US$100.00 per episode for masters
[ ] Materials on loan for fourteen (14) days, to be returned thereafter
5. MATERIALS SHIPPING INSTRUCTIONS:
Licensor will ship all Materials to Licensee:
[ ] As specified in Licensor's Delivery Notice per Paragraph 8.1.;
[X] As follows: Freight prepaid
L. ADDITIONAL TERMS:
1. GOVERNING LAW:
[X] California or [ ] _____________________________________
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2. FORUM:
[X] Los Angeles County or [ ] _____________________________
3. ADDITIONAL DEAL TERMS:
None.
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"Schedule A"
Programs
1. Avenging
2. Billions for Boris
3. Confessions of a married man
4. Emergency Room
5. Getting it on
6. Goldrunner
7. Legs
8. New Girl
9. One Dark Night
10. Ordeal Of Bill Carney
11. Private Sessions
12. Remembrance of Love
13. Sampson and Delila
14. Seduced
15. Snowballing
16. Sourdough
17. The Imposters
18. The Execution
19. This Wife For Hire
20. Valentine Magic On Love Island