EXHIBIT 10.1
PRODUCTION AGREEMENT
THIS NON EXCLUSIVE PRODUCTION AGREEMENT is made and entered into
by and between ADVANCED KNOWLEDGE, INC a Delaware Corporation,
hereinafter referred to as "ADVANCED" and The HATHAWAY GROUP,
hereinafter referred to as "HATHAWAY", collectively hereinafter
referred to as PRODUCERS.
RECITALS
A WHEREAS, It is the intention of the producers to co-finance the
production of up to six workforce training videos, hereinafter
referred to as "VIDEOS".
B. WHEREAS, HATHAWAY is experienced in the creation and
production of workforce training videos; and,
C. WHEREAS, ADVANCED has established a company for the purpose of
producing and distributing workforce training videos.
BASED THEREON, the parties hereto agree as follows:
1. PRODUCTION: During the next 24 months a series of up to six
VIDEOS will be produced by Hathaway. The first Video to be
produced is entitled, 12 ANGRY MEN-TEAMS THAT DON'T QUIT. The
second Video to be produced in the series will be based on the
Cuban missile crisis. The subject matter and content of the
remaining four Videos will be determined by mutual agreement.
2. FINANCING: The cost of production of all VIDEOS will be borne
equally by Advanced and Hathaway. Prior to the start of
production of any Video in the series, both parties must agree on
the overall production budget.
3. COPYRIGHT: Each Video will be registered with the United
States Copyright office, and will contain the appropriate
copyright information on all copies. The copyrights will be
registered in the names of both Advanced and Hathaway. Not
withstanding the name appearing on the copyright registration, it
is expressly agreed by both parties that Advanced and Hathaway
equally own each copyright.
4. DISTRIBUTION: The VIDEOS will be distributed by Advanced
Knowledge in conjunction with a network of other industry
distributors hereinafter referred to as sub-distributors. Both
parties must approve any sub-distribution agreement relating to
the distribution of the VIDEOS.
5. REVENUES: Following the recoupment of the funds advanced by
each party to cover production and distribution expenses for the
VIDEOS, revenues derived from their sale will be shared equally
between Advanced and Hathaway.
6. CREDITS: On all VIDEOS, Hathaway will receive, "Produced By"
credit, and Advanced will receive, "Presented By" credit. Such
credit to be positioned on the VIDEOS in accordance with general
industry standards.
7. NON EXCLUSIVITY: Both Advanced and Hathaway expressly
understands that this is a non-exclusive agreement. Nothing in
this agreement prevents either party from producing
workforce-training videos outside the scope of this agreement, or
from entering into similar agreements with other entities.
8. NOTICES: All notices to be given hereunder shall be personally
delivered or sent by certified mail, return receipt requested,
with postage prepaid, to the parties at the following addresses
(or to such other or further addresses as the parties may
hereafter designate by like notice similarly sent):
Advanced Knowledge The Hathaway Group
17337 Ventura Blvd. 9 East 40th Street
Encino, CA 91316 New York, N.Y. 10016
9. ARBITRATION: In the event a dispute arises out of, or relates
to this Agreement, or any term, condition or provision hereof,
such dispute shall be settled by arbitration held pursuant to the
rules of the American Arbitration Association. Such arbitration
shall be binding and conclusive upon the parties. The arbitrator
shall be an attorney or judge knowledgeable in the matters
relating to such dispute. The arbitrator shall award to the
prevailing party to any such dispute, a reasonable sum for costs,
expenses and attorneys' fees incurred in connection therewith.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as set forth below, and the effective date of this
Agreement shall be January 5, 1998.
ADVANCED KNOWLEDGE, INC. THE HATHAWAY GROUP
By: /s/ Buddy Young By: /s/ Steve Katten
Title: President Title: President
DATED: 1/5/98 DATED: 1/5/98
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