Distribution Agreement
Distribution Agreement
THIS AGREEMENT made and entered into on ______ this day of _________________, 2019
by and between
M/s Yaltar (Pvt) Limited having its registered office at Karachi, Pakistan hereinafter referred to as “Distributor”
and
M/s Nightingale (Pvt) Limited having its registered office at ____________ Lahore, Pakistan hereinafter referred to as “Producer”
Distributor and Producer desires to screen the Film “Teefa in Trouble” in the territories of the Republic of China after obtaining a license and permission form Chinese Government and the film distribution authorities. The Distributor shall be exclusive distributor for screening of the Film in the Republic of China.
This Agreement has been executed in consideration of their respective covenants, warranties and representations, together with other good and valuable consideration, Distributor and Producer hereby agree as follow:
- Film: Producer will deliver to the Distributor the Film in its entirety for screening, advertising along with all physical materials titled “Teefa in Trouble” (the “Film”)
- Rights Granted: Producer hereby grants to Distributor the irrevocable, right, title and interest in and to the distribution of the Film, its sound, and music in the territory Republic of China including without limitation, the sole, exclusive, and irrevocable right and privilege, under Producer’s copyright and otherwise, to distribute, license its image sound and music, for the term of ________ year throughout the territory Republic of China in Theatres.
Such rights do not include the rights to produce other motion Films, or sequels, or remakes of the Film or any right to produce television series, mini series, or programs or other so-called ancillary rights (herein called “Reserved Rights”).
- Reserved Rights: All other rights not expressly written herein, including but not limited to, electronic publishing, print publication, music publishing, live-television, radio and dramatic rights are reserved to the Producer.
- Territory: The territory herein referred as Republic of China for which screening rights are granted by Producer to the Distributor in Republic of China.
- Term: The rights granted to Distributor under this Agreement will commence on the date of execution of this Agreement and continue as desired by the respected parties.
- Allocation of Gross Receipts: As to proceeds derived from Distributor’s rights division of the Gross receipts will be made from the Distributors screening of the Film in Chinese Theatres, Distributor and Producer shall deduct and retain (___%) of Gross receipts. Gross Receipts shall contain all monies actually received by and credited to Distributor less any refunds, returns, taxes, collection costs and manufacturing or duplication costs.
- c) The net proceeds shall be paid to Producer and Distributor. Deductions from Gross Receipts shall be taken and divided between the Producer and Distributor on average of 60 and 40 percent respectively which includes and not limited to distribution fee, recoupment of any advance and expenses incurred, promotional expenses, and net proceeds.
- Recoupable Expenses: As used herein, the term expenses and/or recoupable expenses shall mean all the expenses incurred by the Distributor on behalf of the screening and promotion of the Film. These expenses include the cost of preparing posters, one-sheets, trailers and advertising. Distributor and Producer agrees to spend not less than PKR _______ on promotional expenses. These expenses are limited to direct out-of-pocket expenses actually spent on behalf of the Film.
- Warranties: In case the after the delivery of the Film along with its materials, if any said materials are not acceptable to Distributor, Distributor will notify the Producer of any technical problems or defects within (10) business days and Producer will promptly replace the defective materials at Producers’ sole expense. If no objection is made within ten business days of delivery of an item, the item will be deemed acceptable.
- Indemnity: A. Producer agrees to protect Distributor and hold Distributor harmless from any loss or claim arising out of inherent defects in any of Producer’s materials pertaining to the Film existing at the time of screening by Producer to Distributor, provided that Distributor gives Producer immediate notice of any such loss or claim and cooperates fully with Producer in the handling thereof.
- Distributor agrees to protect Producer and hold Producer harmless from any loss or claim arising out of the negligence of Distributor, Distributor’s agents, employees or representatives in the installation, use, screening or servicing of Producer’s Film or arising out of any representation or warranty made by Distributor, its agents, employees or representations with respect to Producer’s Products that exceeds Producer’s limited warranty.
- force majure: Notwithstanding anything to the contrary contained herein, the Distributor shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of film distribution facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.
- Arbitration and Jurisdiction: Any controversy or claim arising out of or in relation to this Agreement or the validity, construction or performance of this Agreement, or the breach thereof, shall be resolved by arbitration in accordance with the rules and procedures of the Laws of Pakistan, said rules may be amended from time to time with rights of discovery if requested by the arbitrator. Such rules and procedures are incorporated and made a part of this Agreement by reference.
IN WITNESS WHEREOF: the parties have executed this agreement as of the date hereof.
ACCEPTED AND AGREED:
_________________ __________________
for and on behalf of for and on behalf of
M/s Yalter Pvt Ltd M/s Nightingale Pvt Ltd