International Multiple Rights Distribution Agreement

INTERNATIONAL MULTIPLE RIGHTS
DISTRIBUTION AGREEMENT


This International Multiple Rights Distribution Agreement is made as of January 19, 1999 between ALPINE PICTURES INTERNATIONAL, INC., 6919 Valjean Ave., Van Nuys, CA 91406, Tel: (818) 909-5207, Fax: (818) 782-4565 ("Licensor") and _______________________________, 122, rue La Boetele 75008, Paris, France Tel: 01 56 69 29 30 Fax: 011 33 1 56 69 29 40 Contact(s): Mr. Yves Chevalier ("Distributor") relating to the motion picture entitled "_______________________".


For reference purposes this Agreement is identified as follows:


Reference Code: ___________________________


This Agreement is a new long form agreement that replaces the deal memo between Licensor and Distributor regarding the Picture.


Subject to the terms this agreement, Licensor licenses exclusively to Distributor, and Distributor accepts from Licensor, the Licensed Rights in the Picture throughout the Territory for the Term in the Authorized Languages subject to the Holdbacks 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 and Schedule of Definitions. All parts of this Agreement will be interpreted together to form one Agreement. If not defined where they first appear, words used in this Agreement are defined in the Standard Terms or in the Schedule of Definitions or, if not otherwise defined in this Agreement, in accordance with industry custom and practice.


IN WITNESS WHEREOF, Licensor and Distributor have executed this Agreement as of the date first written above to constitute a binding contract between them.


ALPINE PICTURES INT'L, INC.
____________________________________ ("Licensor") ("Distributor")


By:____________________________ By:_____________________________
Tom Hamilton


Its:____________________________ Its:______________________________
Senior Vice President


TABLE OF CONTENTS


Section Paragraph Deal Terms
Basic License Terms I
Licensed Rights II
Financial Terms III
Delivery Terms IV
Additional Terms V


Standard Terms and Conditions
Definitions and Usage
Picture and Version
Licensed Rights And Reserved Rights
Allied Rights
Territory and Region
Agreement Term and License Period
Gross Receipts
Recoupable Distribution Costs
Payment Requirements
Accountings
Delivery and Returns
General Exploitation Obligations
Theatrical Exploitation Obligations
Video Exploitation Obligations
Televisions Exploitation Obligations
Music
Suspension and Withdrawal
Default and Termination
Anti-Piracy Provisions
Licensor's Warranties
Distributor's Warranties
Indemnities
Assignment and Sublicensing
Miscellaneous Provisions


Schedule Of Licensing Definitions
Cinematic Rights Definitions A
Video Rights Definitions B
Ancillary Rights Definitions C
Pay TV Rights Definitions D
Free TV Rights Definitions E
Other Rights Definitions F
Additional Definitions G


MULTIPLE RIGHTS DISTRIBUTION AGREEMENT


I. BASIC LICENSE TERMS


A. Picture: "__________________" Key Element(s):
Allocation(s):


B. Territory: ____________________________________


C. Agreement Term and License Period: Starting on the date of
this Agreement and ending Fifteen (15) years from Initial
Delivery of the Picture.


D. Authorized Language(s): ________________(dubbing & subtitles)


[Original Language Version (English)]


II. LICENSED RIGHTS TERMS


A Right is licensed to Distributor only if expressly so designated. Any
Right not specifically designated is a Reserved Right of Licensor.


A. Cinematic Rights:


1. Theatrical;
2. Non-Theatrical; &
3. Public Video.


B. Video Rights:


1. Home Rental Video;
2. Home SellThru Video; &
3. Commercial Video.


C. Ancillary Rights:


1. Airlines;
2. Hotels; &
3. Ships (flying the flag of the Territory only and
without bookings in the United States).


D. Television Rights:


1. Pay TV Rights:


a. Terrestrial;
b. Cable; &
c. Satellite.


2. Free TV


a. Terrestrial;
b. Cable; &
c. Satellite.


E. PayPerView Rights


1. Residential;
2. Non-Residential; &
3. Demand View.


Satellite Transmission Restriction: If delivery is to be made by
Satellite, transmission must be encoded and/or encrypted to prevent and
restrict substantial reception in countries outside of the licensed
Territory.


F. Video Format/Type:


Beta/PAL


G. Holdbacks:


NONE.


III. FINANCIAL TERMS


A. Guarantee:


1. Amount: One Hundred Twenty Five Thousand U.S. Dollars
(US $___________), payable as follows:


a. _______% (US $_________) of the allocated
amount for the Picture upon execution of the
long form Agreement (Licensor hereby agrees
that if Licensor is unable to deliver the
finished Motion Picture in a reasonable
period of time, Licensor will refund
Distributor's ____________% deposit); and


b. ________% (US $__________) of the allocated
amount for the Picture upon Licensor's
Notice of Initial Delivery in connection
with the Picture.


The Guarantee is a gross sum and no taxes or other
charges of any kind may be deducted from it.
Distributor must take Delivery within one month of
receipt of Licensor's First Notice that Licensor can
Deliver the Initial Materials.


2. Allocation: The entire Guarantee shall be deemed
allocated to all above Rights.


a. Cross Collateralization Allowed: The
applicable portion of the Guarantee will
first be recouped from the Licensed Rights
to which it has been allocated. Any
"Shortfall" from Distributor's share of
gross receipts with respect to one Licensed
Right shall be defined and recouped only to
the extent allowed in Paragraph III(D).


B. Payment Requirements:


Timely payment of the minimum Guarantee due Licensor is the
essence of this Agreement. Distributor will make payments of
the installments of the Guarantee indicated in Paragraph
III.A.1 and all overages and other payments due Licensor by
telegraphic or other wire transfer of unencumbered and
unconditional funds, free of any transmission charges to the
following accounts:


Bank: CITY NATIONAL BANK
Address: 16133 Ventura Blvd.
Encino, CA 91436
Telephone #: (818) 427-5050
Swift Code: CINAUS61,
ABA Number: 122-016066
Account Name: Alpine Pictures International, Inc.
Account #: 024766632


C. Disposition of Receipts:


Distributor shall make the following continuing payments and
recoupments; in the following order of priority from the Gross
Receipts derived from each of the following designated
Licensed Rights:


1. THEATRICAL/NON-THEATRICAL PUBLIC VIDEO:


a. Until Full Recoupment of Recoupable
Distribution Costs: Off The Top 100% of all
Gross Receipts to Distributor, to be divided
Percent ( %) as a fee and _____________
(65%) towards recoupment of minimum
guarantee and prints and advertising.


b. Sharing after Full Recoupment of
Distribution Costs:
___________________ Percent (_________%) of
remaining Gross Receipts to Licensor.
___________________ Percent (_________%) of
remaining Gross Receipts to Distributor.


2. HOME VIDEO/COMMEERCIAL VIDEO:


Recoupment of Recoupable Distribution Cost from
Distributor's share Off the Top, then Twenty Five
Percent (25%) of all Video Gross Receipts to Alpine
Pictures International, and Seventy Five Percent
(75%) of all Video Gross Receipts to Distributor.


3. PAY TELEVISION/FREE TELEVISION:


Flat/No royalty


4. ANCILLARY (AIRLINES, SHIPS, HOTELS): N/A


Flat/No royalty


D. Cross-Collateralization:


1. "Shortfall" Defined: For purposes of this Agreement
only, the "Shortfall" shall be the amount by which
the Recoupable Distribution Costs with respect to a
Licensed Right exceed Licensor's Share of the Gross
Receipts with respect to such Licensed Right
remaining after all authorized recoupments have been
made with respect to such Licensed Rights."


2. Allowed Cross-Collateralization: All Rights crossed.
A Shortfall with respect to any Licensed Right may
only be recouped from Licensor's Share of Gross
Receipts with other Licensed Rights within the same
Picture. Cross-collateralization with another Motion
Picture is specifically excluded. If this is
insufficient to recoup any Shortfall the unrecouped
Shortfall must be borne by Distributor.


IV. DELIVERY TERMS


A. Date for Notice of Initial Delivery:


Licensor will give Distributor a Notice of Initial Delivery
promptly after the Picture is ready for Delivery.


B. Method of Delivery:


By Physical Delivery, Laboratory Access, Loan of Materials,
Satellite Delivery, or otherwise as Distributor may designate
for each item. Licensor will make available to Distributor all
Customary Materials required for release in the Theatrical,
Television, Video and Ancillary markets.


C. Material Payment Instructions:


Distributor shall pay for all Materials and Shipping. Payment
of any Material ordered by Distributor (except those Materials
to be delivered on loan pursuant to Paragraph IV.B above) must
be received together with Distributor's order. Licensor will
not order Material from Vendors unless payment is first
received. All Materials to be of commercially accepted
quality. The cost of all delivery Materials shall fall within
industry standards.


D. Materials Shipping Instructions: To be issued in writing by
Distributor.


V. ADDITIONAL TERMS


A. Jurisdiction/Governing Law:


This Agreement shall be governed by and construed in
accordance with the laws of the State of California and the
jurisdiction shall be vested in the competent courts in Los
Angeles, California


AFMA(R) INTERNATIONAL
MULTIPLE RIGHTS DISTRIBUTION AGREEMENT


STANDARD TERMS AND CONDITIONS


1 DEFINITIONS AND USAGE


1.1 Definitions: Words and phrases which appear with initial letters capitalized are Defined Terms. If not defined where they first appear Defined Terms are defined either in the attached Schedule of Definitions or in accordance with industry custom and practice.


1.2 Usage: The use of any Defined Term or inclusion of any provision in this Agreement relating to rights not specifically licensed to Distributor in the Deal Terms does not grant to Distributor explicitly or by implication any rights not specifically licensed in the Deal Terms.


2. PICTURE AND VERSION


2.1 Picture: The Picture is the Motion Picture identified at least by its title in the Deal Terms which is currently completed or which Licensor currently intends to produce. Licensor reserves the right to change the title of the Picture.


2.2 Key Element: A Key Element if specified in the Deal Terms is a Person who must render services or materials on the Picture in a certain capacity as indicated in the Deal Terms. A Person will be deemed to have rendered the required services or materials if the Person receives credit for so doing in the main or end titles of the Picture. Where a director is a Material Element, this requirement will be satisfied if the director renders directing services through the end of Principal Photography. If any Key Element is unable fully to render services or materials on the Picture due to default, disability or death Licensor will have the right to substitute another Person in such capacity who is acceptable to the U.S. distributor scheduled first to release the Picture, and Distributor will not have the right to refuse to accept Delivery of the Picture or reduce the Guarantee because of such substitution.


2.3 Version: The Picture is only licensed in a linear form for continuous viewing from beginning to end. Licensor reserves all rights in all formats and Versions of the Picture other than its original linear form as Delivered to Distributor and authorized dubbed, subtitled or edited Versions of such original linear form made by Distributor for exploitation of its Licensed Rights as may be authorized under this Agreement. If during the Agreement Term Licensor elects to exploit another Version of the Picture in the Territory that incorporates a substantial portion of the linear form of the Picture licensed to Distributor, then Licensor will accord Distributor a right of First Negotiation to acquire any affected Licensed Rights in such new Version for the remainder of their License Period. If Distributor does not acquire the affected Licensed Rights in such new Version, then Licensor will be free to exploit such new Version in the Territory beginning six (6) months after the end of the Holdback for the affected Licensed Rights.


3. LICENSED RIGHTS AND RESERVED RIGHTS


3.1 License: Subject to the terms of this Agreement, Licensor exclusively licenses to Distributor the Licensed Rights in the Picture for the License Period throughout the Territory in the Authorized Language(s) as set forth in the Deal Terms. Distributor may only exploit the Licensed Rights: (i) in the Authorized Language(s) in a dubbed or subtitled version as specified in the Deal Terms; (ii) by means of the authorized Video Type(s) and Format(s) specified in the Deal Terms; (iii) for no more than the Run(s) or Playdate(s) authorized in the Deal Terms.


3.2 Vesting: Each Licensed Right will only vest in Distributor after: (i) Distributor accepts Initial Delivery of the Picture; and (ii) if the Deal Terms contain a Guarantee, Distributor pays Licensor when due the portion of the Guarantee allocated to such Licensed Right in the Deal Terms, or, if there is no allocation, the entire Guarantee.


3.3 Reservation: All rights not expressly licensed to Distributor are Reserved Rights. Licensor reserves all Reserved Rights designated in the Deal Terms and all other rights not expressly licensed to Distributor. Licensor may exploit the Reserved Rights without restriction except as otherwise expressly provided in this Agreement.


3.4 Reversion: Each Licensed Right will immediately revert to Licensor free of any claim by Distributor or any Person deriving any interest from Distributor on the earlier of the end of the License Period for such Licensed Right or the expiry of the Agreement Term under Paragraph 6.1.


4. ALLIED RIGHTS


4.1 Credit and Advertising: Distributor will comply with all required screen credits (if not already contained in the Picture), paid advertising, publicity and promotional requirements, name & likeness restrictions, and Videogram packaging credit requirements (if needed) supplied by Licensor at all times after their receipt. Upon Licensor's request Distributor will promptly submit to Licensor all advertising materials used by Distributor so that Licensor can determine whether its requirements are being met.


4.2 Dubbing, Subtitling and Editing: Distributor will comply with all dubbing, subtitling or editing requirements applicable to the Picture or its trailers supplied by Licensor in creating any authorized dubbed, subtitled or edited version of the Picture or its trailers. Except as expressly provided in this Agreement, each Picture and its trailers must be exhibited at all times in their original continuity, without alteration, interpolation, cut or elimination.


4.3 Exercise of Allied Rights: Subject to Licensor's requirements under Paragraphs 4.1 & 4.2 and the provisions of this Agreement, Distributor will have the nonexclusive right at its sole expense:


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4.3.1 To advertise, publicize, and promote the Picture;


4.3.2 To include in all such advertising, promotion or publicity the name, voice and likeness of any Person rendering materials or services on the Picture but not as an endorsement for any product or service other than the Picture;


4.3.3 To include before the beginning or after the end of the Picture the credit or logo of Distributor;


4.3.4 To change the title of the Picture but only after first obtaining Notice of Licensor's approval of the change;


4.3.5 To dub the Picture but only in the Authorized Language(s);


4.3.6 To subtitle the Picture but only in the Authorized Language(s);


4.3.7 To edit the Picture but only for censorship purposes in accordance with a Censorship Rider if attached;


4.3.8 To include commercial announcements in the Picture as provided in Paragraph 15.5.


4.4 Limitations: In exercising the Allied Rights, Distributor may not: (i) alter or delete any credit, logo, copyright notice or trademark notice appearing on the Picture; or (ii) include any advertisements or other material before, during or after the Picture other than the credit or logo of Distributor, an approved anti-piracy warning, or commercials as authorized in Paragraph 15.5 of this Agreement.


5. TERRITORY AND REGION


5.1 Territory: The Territory means the countries or territories listed in the Deal Terms as their political borders exist on the date of this Agreement. The Territory excludes foreign countries' embassies, military and governmental installations, oil rigs and marine installations, airlines-in-flight and ships-at-sea located within the Territory.


5.1.1 In exploiting the Theatrical, Public Video, Home Video, Hotel, Pay TV or Free TV Rights, the Territory also excludes the countries' non-contiguous territories and possessions as well as military and governmental installations, oil rigs and other marine installations, and embassies located within the Territory but flying the flag of any country outside the Territory; and


5.1.2 In exploiting the Non-Theatrical, Commercial Video, Airline or Ship Rights, the Territory includes the countries' military and governmental installations, oil rigs and marine installations and embassies wherever located, but only to the extent that they may be exploited in accordance with such Rights.


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5.2 Changes In Borders: If during the Agreement Term an area separates from a county in the Territory then the Territory will nonetheless include each separating area which formed one political entity as of the date of this Agreement. If during the Term an area is annexed by a country in the Territory then Distributor will promptly give Licensor Notice whether Distributor desires to exploit any Licensed Right in such new area. Licensor will then accord Distributor a right of First Negotiation Right to acquire such Licensed Right in the area for the remainder of its License Period subject to rights previously granted to other Persons in such area.


5.3 Region: The Region is the part of the world in which the Territory is located. The Region is defined in either in the Deal Terms or if not there defined in the AFMA Standard Definitions of Territories and Regions current as of the date of this Agreement.


5.4 Changes In Licensed Station: The "Licensed Station" means the terrestrial broadcaster, satellite broadcaster, cable system, pay television service or other transmitting service designated in the Deal Terms. Distributor may only telecast or authorize telecast of the Picture over the originating transmitting facilities of the Licensed Station existing on the date of this Agreement. If there is a material change in the number or kind of household television receivers capable of receiving the telecast from such transmitter (e.g., a change in signal amplitude or frequency, a material increase in the number of subscribers, use of a new satellite or transponder, change in a satellite's orbital position, or addition of new transmission channels), then Distributor will promptly give Licensor Notice of such change. Licensor then grants Distributor a right of First Negotiation regarding exploitation of any affected Licensed Rights in the Picture over such new facilities, taking into account rights previously granted to other Persons which might be affected by such change and an adjustment in the Minimum Guarantee in consideration of such change. If no agreement is reached within the First Negotiation period then Distributor may not exploit any Licensed Rights in the Picture over the new facilities and Licensor may withdraw the Picture under Paragraph 17.


6. AGREEMENT TERM AND LICENSE PERIOD


6.1 Agreement Term: The Agreement Term starts and ends on the dates set forth in the Deal Terms except in case of extension per Paragraph or early termination per Paragraphs 17.2, 18.2 or 18.4.


6.2 License Period: The License Period is the time period in the Deal Terms during which Distributor may exploit each Licensed Right, except that the License Period for any Pay TV Licensed Rights or Free TV Licensed Rights end after the last authorized Runs or Playdate as set forth in Paragraph 15.1.3, and provided Distributor may not exploit or authorize exploitation of any Licensed Right after the earlier of the expiry of its License Period or end of the Agreement Term per Paragraph 6.1.


6.3 Distributor Holdbacks: Where the Deal Terms indicate a Holdback on any Licensed Right, Distributor may not exploit or authorize exploitation of that Licensed Right until the end of its Holdback. However, during its License Period Distributor may enter into agreements to exploit a Licensed Right after the end of its Holdback.


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6.4 Licensor Holdbacks: Where the Deal Terms indicate a Holdback on any of Reserved Right, Licensor may not exploit or authorize exploitation in the Territory of that Reserved Right until the end of its Holdback. However, Licensor may enter into agreements at any time to exploit a Reserved Right after the end of its Holdback.


6.5 Theatrical Release: Theatrical Release means the earlier of: (i) the date on which the Picture is first exhibited in theaters, including mini-theaters and MTV theaters, within the Territory to the paying public, including screenings to qualify for awards presentations by authority of Distributor; or (ii) the date if specified in the Deal Terms on which Distributor must cause the Theatrical Release of the Picture in the Territory; or (iii) six (6) months after Notice of Initial Delivery.


6.6 Video Release: Video Release means the earlier of: (i) the date on which Videograms embodying the Picture are first sold or rented to the paying public in the Territory for Home Video use by authority of Distributor; or (ii) the date on which Videograms embodying the Picture are first exhibited in places of public performance in the Territory for Commercial Video use by authority of Distributor; or (iii) the date if specified in the Deal Terms on which Di ...