EXHIBIT 10.1
PRODUCTION AGREEMENT
This agreement is made on this 27th day of December 2007 by and between
Futura Pictures, Inc., a Delaware corporation ("Producer"), with address at
17337 Ventura Blvd., Encino, CA 91316, on the one hand, and the Hathaway Group a
privately held company, ("Customer"), with address at 177 East 79th St., New
York, N.Y. 10021, on the other hand, with regard to the following:
RECITALS
1. Whereas the Customer desires to finance the production of a one hour
documentary program for television and home video distribution tentatively
entitled, "HISTORY IGNORED" (the "Project");
2. Whereas Producer possesses the skill, expertise and experience
required to supervise the necessary tasks and hire the required production
personnel to complete the Project in accordance with standard television and
home video specifications, and whereas the Producer has offered its services to
produce the Project;
3. Whereas the Customer desires to engage the Producer to produce the
Project;
4. Customer and Producer now mutually desire for Customer to engage
Producer to produce the Project, on the terms and conditions set forth herein
Now therefore, in exchange of the mutual consideration, covenants,
conditions and promises herein, the parties agree as follows:
1. The Producer shall, in exchange for the payment(s) to be made in
accordance with the schedule set forth in Schedule "A", write, shoot, produce,
edit, title and in all respects complete the Project no later than December 31,
2008. The Project shall run sixty minutes in length, and be delivered in
accordance with the specifications and materials set forth on Schedule "B".
The Producer shall carry out the entire production work and shall
arrange for all materials required to be used in connection therewith and in
accordance with this Agreement. Schedules "A" and "B" are incorporated herein by
this reference.
2. The Producer shall submit a script for the Project to Customer for
review and approval no later than March 31, 2008. Within five business days
following submission of the script by Producer, the Customer may, by written
notice, offer suggestions for changes, if any, in the script, which Producer
shall consider in good faith, but shall not be obligated to accept.
3. Until the delivery to Customer of the materials as set forth in
Schedule "B", Producer shall hold the materials, at its risk, and shall take all
reasonably necessary measures to preserve and protect said materials, and shall
deliver them in good condition to Customer upon completion of the Project.
Delivery of the required materials shall be made by Producer to Customer at 177
East 79th St., New York, N.Y. 10021.
4. Producer shall not assign or transfer this Agreement or any part
hereof (but not including Producer's rights to receive payments) to any person
or entity without the written consent of the Customer, which consent shall not
be unreasonably withheld.
5. Should Producer fail to comply substantially with the production
schedule for the Project, should a petition is filed against Producer seeking
reorganization, arrangement or similar relief (which is not dismissed within
thirty (30) days from the date of filing thereof), or Producer petitions for or
consents to any relief under any bankruptcy, reorganization, receivership
arrangement or any other insolvency statute, or makes an assignment for the
benefit of its creditors, or if a receiver, liquidator, trustee, custodian or
conservator is appointed for all or a substantial part of Producer assets, or in
the event of the insolvency of Producer, then, in any such event, within five
business days of Customer's knowledge or receipt of such notice, Customer may
terminate this Agreement by written notice to Producer which written notice
shall indicate the reasons for the noticed termination. Upon receipt of such
notice Producer shall deliver all materials relating to the Project to Customer.
Notwithstanding the above, Producer shall be entitled to retain and receive all
moneys due to Producer as of the termination date set forth on Schedule "A",
through the date of termination.
6. Upon delivery of the completed Project and all related materials to
the Customer, but expressly subject to Customer's full payment of all sums due
to Producer as set forth on Schedule "A", the Project shall become the absolute
property of the Customer and Customer shall own any and all rights in and to the
Project, including without limitation, copyrights, distribution rights and other
proprietary rights including rights in the masters, copies, scenes, settings,
sound, dialogue and music and rights of adaptation and translation etc. together
with other rights whatsoever in respect thereof. Provided however, that Producer
makes no representations or warranties regarding the existence or validity of
any such rights.
7. The Producer shall use its best efforts to ensure that the Project
does not infringe upon the copyrights and property rights held by any other
party, and in the event of any litigation brought by a third party with regard
the Project or the material used therein, Producer shall assist the Customer in
defending such litigation, and, if it is judicially determined that such
infringement constituted an intentional infringement of copyright affecting the
Customer, Producer shall reimburse and/or make good all sums of money that the
Customer may be finally ordered to pay by a court of law.
8. Should Customer fail to make payments to Producer when and as due as
specified in this Agreement, and such failure (which shall be deemed a "default"
hereunder) continues for five consecutive days, or Customer commits any other
default or breach of this Agreement which continues for ten consecutive days
following written notice thereof from Producer, or should a petition be filed
against Customer seeking reorganization, arrangement or s imilar relief (which
is not dismissed within thirty (30) days from the date of filing thereof), or
Customer petitions for or consents to any relief under any bankruptcy,
reorganization, receivership arrangement or any other insolvency statute, or
makes an assignment for the benefit of its creditors, or if a receiver,
liquidator, trustee, custodian or conservator is appointed for all or a
substantial part of Customer's assets, or in the event of the insolvency of
Customer, then, in any such event, in addition to all other rights and remedies
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Producer may have, Producer may, at its sole option and election, terminate this
Agreement and, in addition, shall have the right to retain for itself the
Project and all materials thereof as Producer's sole property.
9. Producer's obligations hereunder shall be subject to force majeure.
Producer shall not be considered in default in the performance of its
obligations herein if such performance is prevented or delayed because of war,
civil commotion, fire or flood to the extent so to stop the production, strike,
or any act of God or of any other cause whatsoever of similar nature beyond
control of the Producer. Should Producer be so prevented from carrying out its
contractual obligations, or if force majeure conditions last continuously for
period of more than six months, the parties shall consult each other regarding
further implementation of the Agreement.
10. The parties shall attempt, through good faith negotiations, to
resolve their disputes. The term "disputes" includes, without limitation, any
disagreements between the parties concerning the existence, formation and
interpretation of disputes, any controversy or claim between or among the
parties relating to this Agreement and any claim based on or arising from an
alleged breach or default of this Agreement. Either party may commence
arbitration by sending a written notice of arbitration to the other party. The
arbitration shall be held in Los Angeles, California, by the American
Arbitration Association, pursuant to the Commercial Arbitration Rules of the
American Arbitration Association then in effect. The parties shall not have
discovery rights, except as may be ordered by the arbitrator. The arbitrator
shall be an attorney or judge knowledgeable in the matters relating to such
dispute. Such arbitration shall be binding and conclusive upon the parties and
judgment may be entered upon such decision in accordance with applicable law in
any court having jurisdiction thereof. Notwithstanding anything contained
herein, the parties reserve the right to seek a judicial temporary restraining
order, preliminary injunction or other similar short term equitable relief prior
to the appointment of the arbitrator. The Arbitral Tribunal will have the right
to make a final determination of the parties rights, including whether to make
permanent, modify or dissolve any such judicial order.
11. Any and all notices, statements, payments or other papers which
either of the parties shall be required or shall desire to give to or serve upon
the other shall be in writing and sent to the other party at the address as
indicated above.
12. The foregoing (together with the Recitals set forth above and the
Schedules attached hereto are incorporated herein as if set forth as if set
forth in full at this point.) Together they set forth the entire agreement
between the parties hereto and may not be changed except in writing signed by
both parties. This Agreement shall be binding on the parties, their successors
and assigns. This agreement shall be deemed to have been made under the laws of
the State of California, and shall be interpreted in accordance with such laws.
IN WITNESS WHEREOF, the parties, each of whom represents that it is
authorized to enter into this Agreement, have duly executed this agreement as of
the date above set forth.
HATHAWAY GROUP ("CUSTOMER")
By: /s/ Steven Katten
---------------------------------
Its
FUTURA PICTURES, INC. ("PRODUCER")
By: /s/ Buddy Young
---------------------------------
Buddy Young
Its Chief Executive Officer
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SCHEDULE "A"
Payment Schedule for One Hour Documentary Tentatively Entitled, "History
Ignored"
$25,000 upon signing of this agreement
$25,000 upon delivery of detailed treatment outline, due on or before
March 31, 2008
$50,000 upon delivery of rough cut of documentary, due on or before
September 30, 2008
$50,000 upon delivery in accordance with Schedule "B" due on or before
December 31, 2008.
SCHEDULE "B" TECHNICAL DELIVERY REQUIREMENTS
TAPE FORMAT
NTSC Digital Beta, BetaSP.
MULTIPLE REELS
Transition from reel to reel should not contain overlap. Reels should
follow with a next Frame transition from reel one. Subsequent reels
must be slated/labeled, first video on all reels should start at
01:00:00:00. Transitions should occur at black, a natural break, or a
shot change held for +/- a frame.
ASPECT RATIO
Material originally produced with a picture aspect ratio other than 4:3
may be accepted with prior notification. For Analog presentations,
Widescreen productions should be formatted for a 4:3 presentation in
letterbox form (not widescreen, anamorphic). Except for special effect
purposes, the letterbox color shall be black, and the pedestal set at
7.5 IRE. Horizontal and vertical letterbox/curtaining cannot be used
simultaneously.
PACKAGING
o 60 seconds of NTSC color bars, with 1 kHz tone for stereo
programs (400 Hz tone for mono programs), operating level of 0
VU.
o Starting with the test signal, Time Code must be SMPTE drop
frame, and must begin with time code greater than 00:00:00:00
(preferred 01:00:00:00). The time code must increment without
interruption until 30 seconds after the final program segment.
o 20 seconds visual slate containing: (APT Technical Operations
may be responsible for adding slates - see program deal memo)
o Program match on screen title and press material)
o Program Length (HH:MM:SS)
o Indication of Stereo Audio; Closed Captioned, SAP
o Track utilization for all audio tracks
o Countdown clock (supered over slate). The countdown
clock starts ten seconds before the program.
o There shall be 1.8 seconds of silent black between the
countdown clock and the beginning of the program (silent black
shall be taken at 0.2 seconds after the number 2 appears.)
o Underwriting credit (all credits MUST be pre-approved by APT)
o Appropriate TV Ratings Icon (to be added by Hathaway Technical
Operations)
PROGRAM MATERIAL -- Content
o :05 maximum Producer/Supplier credit (logo permitted) -
placement at the bottom of the program only
o 30 seconds of silent black (minimum)
CLOSED CAPTIONING
o The captioning data stream shall be located on line 21, field
1 in the vertical interval. The level of the datastream pulses
shall be 50 IRE with a tolerance of (+/-) 5%. In no case
should the data stream extend below the baseline. Captions
during breaks in Pledge Event programs must be at the upper
third position (to avoid covering station inserted contact
information).
AUDIO
o Reference operating level for all digital formats is defined
by SMPTE PR155. Reference operating level for analog formats
shall be 100 nanowebers per meter (except BetaSP which shall
be 85 nanowebers per meter) at the reference frequency which
produces a playback level of 0 VU.
o The reference frequency shall be 400 Hz for monaural.
o The amplitude/frequency response for analog submissions shall
be a (+/-) 1.5.0 dB from 50 Hz to 15 kHz, and for digital
submissions, (+/-) 1.0 dB from 20 Hz to 20 kHz; with a
reference frequency of 1 kHz for both analog and digital.
o Distortion = 1.0% for analog and = 0.05% for digital
submissions at Operating Level at 1 kHz
AUDIO TRACK ASSIGNMENT
o Mono Audio
Track 1: Mono mix or full mix Stereo
Track 2: Mono mix or full mix Stereo
Track 3: Duplicate Mono audio, primary SAP or M&E
Track 4: Secondary SAP
o Stereo or Multi-Channel Audio
Track 1: Left Channel Stereo Audio (primary language
for multi-lingual programs)
Track 2: Right Channel Stereo Audio
Track 3: Mono mix of Tracks 1 and 2, primary SAP
Track 4: Secondary SAP
VIDEO
o The recorder shall be set up to conform to a standard
alignment tape.
o Composite video level shall be 1.0 volt peak-to-peak, sync tip
level to reference white (140 IRE units)
o The video/synchronizing ratio shall be 0.714 volts blanking to
reference white video (100 IRE units) to 0.286 volt sync level
to blanking (-40 IRE units). Reference black level shall be
7.5 IRE units.
o Reference color bars shall be a true indicator of video,
setup, chroma and phase at the analog composite output.
o Peak chrominance shall not exceed 120 IRE units, with a
preference of 110 IRE units.
o The luminance level in black areas of the program must fall as
low as 0%, but not below 0%. Objectionable black clipping must
not be evident. Black setup is not allowed in any digital
submissions.
o The luminance level in white areas of the program must reach
as high as 100%, but not above 100%. Objectionable white
clipping must not be evident.
Derived NTSC peak chrominance plus luminance gamut must not exceed 120 IRE.
Derived RGB values must remain within the legal gamut.
LABELING
o The tape container labels shall indicate the following:
o Program Title (must EXACTLY match on screen title and
press material given to Hathaway)
o Program Length
o Stereo (if applicable)
o Closed Captioned (if applicable)
DELIVERY
o Master to be delivered per contract requirements.
DELIVER ALL MATERIAL TO:
------------------------
Attn: Distribution Services
The Hathaway Group
177 East 79th Street
New York, NY 10021