Sample Business Contracts

A/V Production Agreement - Colorado Satellite Broadcasting Inc. and Diorio Productions Inc.

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                         A/V PRODUCTION AGREEMENT

THIS AGREEMENT made the _____ day of ___________, 1997.


                                                               THE FIRST PARTY

                            DIORIO PRODUCTIONS INC.


                                                              THE SECOND PARTY


    (1)  CSB operates several satellite television channels;

    (2)  DPI is in the business of developing and producing television and film
         products; and

    (3)  CSB desires to cause DPI to develop and produce broadcast quality
         audio-visual promotions and interstitials for its channels on the
         terms set forth in this Agreement.

FOR VALUABLE CONSIDERATION, the receipt and sufficiency, of which are
acknowledged, the parties agree as follows:

1.  Subject to receiving broadcast quality, commercially acceptable
    audio-visual promotional pieces from DPI in a timely manner, CSB agrees to
    purchase Cdn$270,000 (the "Retainer") in services and products from DPI
    (in addition to reimbursement to DPI for any production disbursements
    incurred by DPI, with CSB's prior approval, in performing such services or
    supplying such products, which disbursements shall be paid forthwith by CSB
    upon invoice from DPI). The Retainer shall be paid to DPI in 9 equal
    monthly installments of Cdn$30,000 commencing _______.  DPI shall invoice
    CSB for


    its services inaccordance with its standard billing practices and shall
    apply payments of the Annual Retainer against such invoices.  If and when
    the cumulative amount of invoices issued by DPI exceed Cdn$270,000,
    invoices shall become payable within 60 days of invoice date.

2.  DPI agrees to create, as an agent of CSB, derivative works of films,
    photographs and other audio-visual materials ("Audio-Visual Works") for
    the purpose of promoting or advertising and producing interstitials of
    such Audio-Visual Works, provided that all such derivative works must be
    suitable for broadcasting "in the clear" (i.e., not contain x-rated or
    xxx-rated material). DPI is granted no other rights herein and DPI does
    not have the right to alter the fundamental character of the
    Audio-Visual Works or to make any other use of the Audio-Visual Works
    provided to it other than for the purposes of this Agreement. The
    derivative works created on behalf of CSB shall be the property of CSB.
    DPI warrants that the services it provides under this Agreement to CSB
    shall be substantially similar in quantity, quality, and price to those
    services provided by DPI to 1043133 Ontario Inc. in connection with the
    adult movies business which was acquired by CSB from 1043133 Ontario Inc.

3.  The parties expressly agree that in all respects pertaining to this
    Agreement and its subject matter their rights, obligations and remedies
    shall be governed exclusively by the terms of this Agreement and that
    this Agreement supersedes any prior understandings and agreements
    between them with respect to its subject matter. There are no
    representations, warranties, terms, conditions, undertakings or
    collateral agreements, express or implied or statutory, between the
    parties other than as expressly made in this Agreement.  For greater
    certainty, the parties expressly exclude the application of or recourse
    to any rights, obligations and remedies in tort.

4.  No provision in this Agreement may be amended or waived except in writing.

5.  Should any dispute be commenced between the parties concerning any provision
    of this Agreement or the rights and duties of any party in relation
    thereto, the party prevailing in such dispute shall be entitled, in
    addition to such other relief as may be granted, to a reasonable sum as
    and for its attorneys fees in such connection with enforcing its rights
    or defending itself, as the case may be.

6.  Neither party may, without the prior written consent of the other party,
    assign, sublease or otherwise transfer its rights or obligations hereunder.

7.  This Agreement shall be given by and construed in accordance with the laws
    in force in the State of Colorado and federal laws applicable therein.

8.  The parties agree that this Agreement is an agreement for the purchase of
    services and does not create any partnership or joint venture between the

9.  This Agreement and any amendment thereto may be executed in any number of
    counterparts, all of which taken together, shall constitute one and the
    same instrument,


    and any of the parties hereto may execute this Agreement by signing any such

10. This Agreement shall be binding upon and inure to the benefit of the parties
    hereto and their respective successors and assigns.

11. This Agreement is non-exclusive and CSB shall have the right to contract
    with other parties for similar services. Further, nothing herein stated
    shall obligate or require CSB to include or use the derivative works
    provided by DPI.

IN WITNESS OF WHICH the parties have executed this Agreement.

                                )    COLORADO SATELLITE
                                )    BROADCASTING, INC.
                                )    Per:
                                )         ------------------------------------
                                )    DIORIO PRODUCTIONS INC.
                                )    Per:
                                )         ------------------------------------