DISTRIBUTION AGREEMENT- SUNDAY
THIS AGREEMENT is
entered into and effective as of October 15 th , 2004,
by and between Lights Up Ministries Inc., a Connecticut not for
profit Corporation located at 594 West Center St., Southington, CT
06489, ("Producer") and TWIN FACES EAST ENTERTAINMENT CORPORATION
("Distributor"), a Nevada Corporation located at 2857 Hartwick
Pines, Dr., Henderson, NV 89052, with reference to the live musical
production presently entitled "Sunday in Manhattan" (the "Product")
and available on DVD.
In consideration of the
mutual covenants contained herein, Producer and Distributor agree,
as follows:
1. Conditions
Precedent : Distributor's obligations hereunder shall be
subject to: Producer's furnishing to Distributor, and Distributor's
counsel having approved (in its sole discretion), the
chain-of-title documentation for the Product.
2. Production
Specifications : The Product is a new and original live
action, feature length, sound and talking motion Product in color,
recorded originally in the English language, telling a complete and
continuous story, with all necessary dialogue, music, lyrics and
sound effects.
3. Right to
Edit. : Distributor will have the exclusive right to edit
the Product in order to meet market specifications and requirements
such as censorship and broadcast standards in countries within the
Territory. Further, Distributor has the exclusive right to
distribute, exhibit, exploit, market, televise, advertise,
publicize, distribute trailers and promotional materials, enter
into commercial tie-ups and merchandising agreements, use, change,
and translate into any language, create foreign versions, change
titles, authorize exhibition, use of trademarks and names and
logos, make copies in any form of media or medium, broadcast and
telecast including internet sales, extract promotional segments for
viewing, use of voices and music, to use talent and writers names
and likenesses, to add credits, and to allow commercial broadcasts
to sell advertising and inset other announcements.
4. Territory
: The territory shall consist of universe including, without
limitation, all territories, commonwealths and possessions, and
ships and airlines flying the flag of any country included
therein.
5. Media
: Any and all media whether now known or hereafter developed,
discovered, invented or created.
6. Term.
For the period commencing on the date of the Agreement and
continuing in perpetuity.
7. Delivery
Date : The date of delivery of the Product shall be with 30
days of the signing of this Agreement.
8. Credits
: a. Distributor shall be entitled to a company and/or logo
credit in such form as Distributor shall designate in the main
titles of the Product on a separate card and in all advertising and
publicity relating to the Product. b. Producer has used its best
efforts to obtain the broadest possible rights to use the names,
voices and likenesses of actors and other persons associated with
the production of the Product, including use in merchandising,
commercial tie-ups, publications, music videos and recordings. Any
restrictions on the use of such rights shall be subject to the
prior written approval of Distributor.
9. Grant of
Rights : Subject to paragraph 1 hereof, Producer hereby
assigns the exclusive "Rights" to Distributor except as noted in
paragraph 13 herein. The "Rights" consist of all rights in and to
the Product and the literary material upon which it is based, other
than the copyright (which shall be retained by Producer) including,
without limitation, the Product, sound and all other physical
elements thereof, and the exclusive right to distribute, exhibit,
sell, lease, license and otherwise exploit the Product in the Media
throughout the Territory. Producer understands that Distributor is
engaged in the business of exploiting distribution rights
throughout the world in connection with other producers and that
Distributor intends to continue to do so during the Term, although
nothing herein shall obligate Distributor to do so.
10.
Representations, Warranties and Indemnities : As an
inducement to Distributor to enter into this Agreement, and in
consideration of its so doing, Producer represents, warrants and
agrees, as follows:
a. The Product is
a new and original motion Product and has not heretofore been
distributed or otherwise exploited in any part of the
Territory;
b. Producer has
the full right, power and authority to enter into and perform this
Agreement, and Producer is the sole and exclusive owner of all
Rights granted to Distributor hereunder;
c. Producer owns
and/or has good and sufficient licenses from the owners of all
literary, dramatic and musical material contained in the Product,
or upon which the Product is based, to the extent required to
enable Distributor to exploit the Rights granted hereunder and to
enter into any and all sub-distribution agreements;
d. All amounts
and obligations to all third parties with respect to production and
delivery of the Product have been fully paid and satisfied by
Producer and, if any such amounts and/or obligations arise after
the Delivery of the Product, Producer shall be solely responsible
for the payment and/or satisfaction thereof;
e. Producer
exclusively owns the copyright in and to the screenplay and music
of the Product and the Product itself, and such copyright is valid
and existing throughout the Territory and neither the screenplay
nor the Product is in the public domain anywhere in the Territory,
and Producer has obtained copyright registration of said screenplay
in Producer's name in the United States Copyright Office, and
Producer has obtained copyright registration of the Product in
Producer's name in the United States Copyright Office, and Producer
will obtain any and all renewals thereof, and will promptly after
obtaining them furnish Distributor with copies of the applicable
copyright registration certificates;
f. Distributor
shall have quiet title to the Rights during the Term; there are no
claims, liens, encumbrances, security interests or other rights or
charges of any kind (other than the customary Screen Actors Guild
(SAG) lien, herein referred to as the "Permitted Lien") in, to or
on the Product, or any part thereof, or any literary, musical or
other material contained therein, or any of the Rights or any of
the physical materials of the Product, which can or will impair,
limit, restrict, prejudice or interfere with any of the Rights or
the exercise thereof by Distributor or its sub-distributors and
Distributor may freely exploit the Rights, or any of them, in the
Territory and throughout the Term without interference from any
other person or company;
g. No claims or
litigation are pending or threatened, and Producer knows of no
dispute which may result in a claim or litigation, which might
adversely affect any of the Rights granted to Distributor
hereunder;
h. There are no
agreements with, or rights in, any person or company which would
require Distributor or its sub-distributors or sub-licensees to pay
any such person or company any royalty, compensation or other sum
whatsoever by reason of the exhibition or distribution of the
Product hereu
