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-1- 8.16 Dramatico-Musical Work (Play)Tour LicenseWhen signed in the spaces indicated below by all parties, this contract, dated _________, will constitute an agreement between _______________________ (the "AUTHOR") _______________ (the "PRODUCER") whereby AUTHOR exclusively licenses to PRODUCER the right to produce and present the dramatico- musical work entitled _________________ (the "Play") for a bus-and-truck touring production (the "Tour") as understood in the theatrical trade, specifically excluding dinner theatre performances, C.O.S.T. (strawhat) theatre performances, amateur/semi-professional performances and first-class performances (except as provided for in Paragraph 1.2), upon the following terms and conditions: 1. Territory and Scope This License shall extend throughout the United States of America and Canada, specifically excluding Toronto and New York City (the "Territory"). It is expressly understood that, at least six (6) weeks prior to the first performance given hereunder, AUTHOR shall receive from PRODUCER written notification of the cities and dates that have been confirmed to be played during PRODUCER's Tour. Thereafter, PRODUCER will notify AUTHOR accordingly when any additional booking has been made. 1.1 In the event that the Authors of the Play approve an engagement of the Tour in New York City during the term of this License, PRODUCER will enter into a separate licensing agreement with the Authors' representatives -2- which shall call for Authors' royalties of 10% of Net Adjusted Gross Weekly Box Office Receipts, as defined in Paragraph 3.3 herein. 2. TermThe "Term" of this License shall commence with the date hereof, and subject to earlier termination as herein provided, shall terminate following the last performance of the Tour. It is expected that the Tour shall commence on or about __________, 2000, but in no event later than _________, 2000. 3. Royalties Payable to AUTHOR 3.1 PRODUCER shall pay the following sums as royalties: for performances in regular "non- first-class" cities, a guarantee of twenty-five thousand dollars ($25,000) per week of performance against ten per cent (10%) of Company Share; for performances in the "first- class" cities, defined as Boston, Philadelphia, Washington, DC, Baltimore, and Chicago, a guarantee of twenty-five thousand dollars ($25,000) per week of performance against twelve per cent (12%) of Company Share. In the event that any engagement is booked on a "four- wall" basis, royalties shall be paid as follows: a guarantee of twenty-five thousand dollars ($25,000) per week of performance against ten per cent (10%) of the Net Adjusted Gross Weekly Box Office Receipts. 3.2 As used herein, the term "Company Share" shall mean the aggregate of the "Guaranteed Company Share", defined as the fixed fee paid to PRODUCER by the local promoter or sponsor of an engagement of the -3- Play hereunder, and "Overages", defined as any additional share of the "Net Adjusted Gross Weekly Box Office Receipts" and/or any profits or additional compensation paid to PRODUCER by the local promoter or sponsor (in excess of PRODUCER's weekly Guaranteed Company Share) including, without limitation, gross weekly box office receipts, operating profits and adjusted services for such week. The applicability of "Company Share," "Guaranteed Company Share" and the definition under Paragraph 3.3 herein shall only be effective if all other parties entitled to receive a royalty have their royalty computed on the same basis.3.3 As used herein, the term "Net Adjusted Gross Weekly Box Office Receipts" shall be defined as all sums received by the local promoter or sponsor from all box office sales, ticket brokers and all other sales of admission allocable to performances of the Play given in a particular week, less only: federal, state and local admissions taxes actually paid, restoration fees or surcharges for which PRODUCER has furnished AUTHOR appropriate governmental substantiation or documentation, remote box office charges, group sales, benefit or theatre party sales commissions actually paid not to exceed ten percent (10%), subscription sales commissions actually paid not to exceed twelve percent (12%) and commissions or fees paid to credit card companies not to exceed five percent (5%), commissions actually paid in connection with automated ticket distribution or remote box offices, such as Ticketron, agencies, or telephone charge systems such as Chargit or Telecharge not to exceed 7%; provided that no ticket sold shall be subject to more than one -4- of the ticketing commissions set forth above (e.g., credit card commissions shall not be taken on any ticket sale on which group sale, phone sale, remote box office or subscription commission is taken). In no event shall any booking fee be deducted for purposes of computing Authors' royalties (whether based on a share of Guaranteed Company Share or any additional profits shared in by PRODUCER or Net Adjusted Gross Weekly Box Office Receipts) hereunder.3.4 As used herein, a "week" shall commence on Monday and end on Sunday, except for the opening week of the Tour. 3.5 Upon the signing of this Agreement, PRODUCER agrees to pay to AUTHOR the sum of fifty thousand dollars ($50,000) as a non- returnable royalty advance to be applied to the first two weeks of the Tour. A second royalty advance of fifty thousand dollars ($50,000) must be paid to AUTHOR on or before April 15, 2000 if PRODUCER has not, prior to said date, actually presented the Play before a paid audience as part of its Tour. The second advance shall only be recoupable against royalties at a rate of 50%. 3.6 Upon the conclusion of the Tour, PRODUCER agrees to pay to AUTHOR 2.5% of 100% of the net profits of the entity formed to present the Play, as evidenced by the final Tour profit and loss statements verified by PRODUCER's certified public accountants. AUTHOR reserves the right to audit all financial statements independently. In no event will the determination of "net profits" be made on any -5- basis less favorable than that of the most favored investor. 4. Payment of Royalties4.1 PRODUCER agrees that AUTHOR shall receive both the guaranteed royalties and the percentage fees provided for in Paragraph 3 above no later than ten (10) days following the final performance of each week's engagement with [i] an executed copy of PRODUCER's agreement with the promoter and/or theatre, [ii] complete box office statements and [iii] a settlement accounting between PRODUCER and the promoter for each performance of the preceding week, certified by the box office treasurer and/or other responsible officer and accompanied by any and all sums shown to be due to AUTHOR thereby and per the terms above. 4.2 PRODUCER agrees that all sums to be paid to AUTHOR as royalties under this License are to be held by PRODUCER in trust for AUTHOR until actually received by AUTHOR. This trust relationship shall not be open to question or challenge by PRODUCER by reason of PRODUCER's failure to segregate such sums or to commit any other act that might otherwise jeopardize such relationship. 5. Rental of Material 5.1 For the materials set forth in Paragraph 5.4 below, PRODUCER hereby agrees to pay to AUTHOR a rental fee of four hundred dollars ($400) per week for each week in which any performance of the Play is presented. This rental fee shall be paid to AUTHOR at the same -6- time that the royalty is paid as provided for in Paragraph 4.1 above. 5.2 Upon the signing of this License, PRODUCER agrees to pay to AUTHOR a security deposit for the materials of one thousand dollars ($1000), to be refunded to PRODUCER following the safe return of such materials to AUTHOR, less handling/shipping/missing material/brokerage/late/tax fees or charges and/or any outstanding account obligations. 5.3 PRODUCER agrees that where AUTHOR is obliged to collect state sales tax on the weekly rental fee due, said sales tax shall be deducted from the returnable security deposit or shall be paid by PRODUCER to AUTHOR upon demand. AUTHOR is obliged to collect sales tax on such rental fees in, but not limited to, New York, California and Minnesota. 5.4 The materials to be furnished to PRODUCER hereunder for the rental fee specified in Paragraph 5.1 above shall consist in their entirety of the following: 25 libretti-vocal books; 2 piano-conductor scores; 1 standard orchestration. 5.4 PRODUCER shall be solely responsible for any cost incurred in transposing the music contained in said materials. PRODUCER agrees to pay transportation charges both ways for the materials that AUTHOR has rented to it. Any expense that PRODUCER is required to incur with respect to the delivery or return of the materials to AUTHOR's library shall be charged to PRODUCER; PRODUCER agrees upon demand promptly to reimburse AUTHOR for the full amount of such expense. -7- 5.5 PRODUCER understands that the material will not be used for any purpose other than the giving of performances of the Tour. PRODUCER agrees that, no later than seven (7) days after the last performance hereunder, all scripts and scores will be returned to AUTHOR - - by prepaid express -- insured for not less than seven hundred fifty dollars ($750) per package. The complete materials are to be in good and usable condition. Said materials are to be shipped to the following address: _____________________________ . Should PRODUCER fail to return the complete materials to AUTHOR as herein provided, AUTHOR shall be entitled to an additional rental fee of twenty dollars ($20) for each day that the materials are retained by it beyond the period of seven (7) days after the last performance. 6. Payments All payments hereunder are to be made by certified or company check to the order of _________________________________. 7. Billing 7.1 The Play shall be billed in all programs, houseboards, displays, advertising and publicity in the following manner: [Name of Play] Book by __________ Music by _____________ Lyrics by ____________ 7.2 The Authors are to receive billing credit in all forms of publicity and advertising under the control of the PRODUCER -8- where and whenever the title of the Play appears, immediately following the title of the Play. The names of the Authors shall be equal in size, type, coloring, boldness and prominence. No billing shall appear in type larger or more prominent than the billing to the Authors except for the title of the Play, provided, however, that such billing need not be accorded on marquees and need not be accorded in connection with any press release relating solely to the director or the star(s) of this production of the Play, or in ABC or teaser ads, or in radio or television ads, or in print ads of less than one-quarter page in which only the stars above the title, the title of the Play, the name of the theatre, and/or critics' comments appear. In addition, only stars billed above the title of the Play may receive billing as large or prominent as the Authors. Whenever credits are afforded in a so-called 'billing box," the size of the aforementioned credits shall be determined by reference to the size of the title in said billing box, provided that all other persons receiving credit also receive billing credit solely in the billing box. 7.3 No inadvertent failure to accord the foregoing billing shall be deemed a material breach hereof provided that PRODUCER shall take prompt steps to cure such failure prospectively after receipt of written notice thereof. 8. Tickets PRODUCER shall require the theatre(s)/promoter(s) booking the Tour to make available to AUTHOR on request, (to be made at least 48 hours in advance of performance), free -9- of charge, four (4) best-priced tickets in a central position for an occasional performance of the Play, and AUTHOR agrees not to sell the same. 9. Warranty AUTHOR warrants only that it has the right to enter into this License Agreement. 10. Limitation of Rights 10.1 The granting of this License to PRODUCER to perform the Play is not to be construed as a right to interpolate new music, lyrics or text without the participation and prior written approval of the Authors. All changes of any kind made to the original Broadway presentation of the Play, including, but not limited to, the deletion or interpolation of new music, lyrics or dialogue or change in the period, characters or characterizations must be approved in writing by the Authors. 10.2 PRODUCER is not permitted to make any copies of the materials or to alter, amend, or change them without AUTHOR's prior written permission. 10.3 Except for the usual right to advertise and publicize the Play by means of print, radio and television (in which no radio or television commercial produced by PRODUCER shall contain excerpts from the Play in excess of the amount allowed for such purposes under the rules of Actors Equity), PRODUCER is prohibited from otherwise recording, -10- reproducing, televising, videotaping, broadcasting and disseminating the Play or any portion of it by any means whatsoever. This prohibition includes the use or creation of taped music accompaniment, whether on cassette, CD, computer diskette or any other format. Any violation hereof will be deemed willful infringement of the copyright of the Author(s) and shall automatically terminate this License without prejudice to the other rights and remedies that may be available to the Authors and/or AUTHOR at law or in equity. 10.4 PRODUCER acknowledges that AUTHOR and the Authors shall not be obliged at any time to offer royalty participation or otherwise make payment to any persons hired by PRODUCER to direct, choreograph, stage, design or otherwise actualize this production unless that person or persons have entered into a bona fide written collaboration agreement directly with the Authors. 11. Author Approvals AUTHOR shall have approval of director/choreographer, casting, costume, set and lighting designers and any replacement of the foregoing. AUTHOR will be entitled to approve the sets and costumes prior to any use thereof, and PRODUCER shall accommodate the AUTHOR in exercising its right of approval. AUTHOR shall have approval of the music director, orchestrator, vocal and dance arranger. If the Tour has bookings of more than 20 weeks, the PRODUCER agrees that the set will be enhanced to a "first-class status" which shall also be subject to the approval of AUTHOR. -11- 12. MerchandisePRODUCER agrees as a condition of this License that no merchandise based on the Play, including souvenir programs, shall be sold or distributed without reaching a separate agreement with AUTHOR. 13. Disclosure PRODUCER agrees to disclose to AUTHOR, upon request, the terms of PRODUCER's contracts with other parties associated with this Tour, including, but not limited to agreements with booking agencies, presenters, and sponsors. 14. Inspection of Books and Records PRODUCER agrees to keep and maintain full and regular books and records in New York City wherein shall be recorded all items in connection with the production and presentation of the Play. Such books and records shall be open at all reasonable business hours for inspection by AUTHOR or its representatives at PRODUCER's office, and AUTHOR shall have the right to make copies thereof and take extracts therefrom. AUTHOR's rights hereunder shall continue for twelve (12) months following the date of the last performance licensed hereunder. 15. Assignment of Rights This License may not be assigned without the prior written consent of AUTHOR. Any approved assignment shall in no way relieve or -12- reduce PRODUCER's primary liability and obligation to AUTHOR hereunder. 16. Termination This License shall automatically terminate in the event that PRODUCER defaults in performing any of the material obligations herein imposed upon it or otherwise violates the provisions of this License, and such default or violation continues for a period of ten (10) days after service upon PRODUCER by AUTHOR of written notice of such violation or default after it comes to the attention of AUTHOR. It is understood that the time within which PRODUCER is required hereby to make payments to AUTHOR is of the essence of this License Agreement. Any default which PRODUCER has not cured within the above stated time period shall be considered a material breach hereof. In the event of such termination, it is understood that all rights hereby granted to PRODUCER shall be revoked immediately without prejudice to any rights which have accrued to the Authors or AUTHOR. PRODUCER agrees to reimburse AUTHOR and/or the Authors for any expenses incurred in enforcing their rights hereunder, including, but not limited to, attorneys' fees, telephone and telegraph charges and collection expenses. 17. Reservation of Rights All rights in and to the Play other than those specifically licensed to PRODUCER hereunder are reserved to AUTHOR with the unrestricted right to use, exploit and/or dispose of any or all of them at any time, whether or not the exercise thereof may be in -13- competition with the rights granted hereunder. Any performances by PRODUCER outside the Territory impinge on AUTHOR's reserved rights and are, therefore, copyright infringements. Without exclusion to any other remedy that may be available to AUTHOR, this entire License will be deemed automatically revoked and terminated if such violation takes place, without prejudice to the rights of AUTHOR. 18. IndemnityPRODUCER agrees to defend and indemnify from any claim arising out of the violation by PRODUCER of any of the provisions of this Agreement or otherwise arising out of the PRODUCER's production of the Play. 19. Governing Law 19.1 This agreement may not be modified, except in writing to be signed by both parties hereto. 19.2 This Agreement is made in New York and shall be construed in accordance with the internal Laws of the State of New York. Any controversy or claim arising out of or relating to this Agreement or breach thereof shall be settled by arbitration before a single arbitrator in the city of New York, in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator may be entered in any Court having jurisdiction thereof. -14- 20. Miscellaneous Provisions20.1 AUTHOR shall be entitled to be present for the initial presentation of the Play and to view the sets, costumes and lighting to be used by PRODUCER. PRODUCER shall pay towards the Authors' living expenses, for up to 3 days, $250.00 per day for hotel and living expenses (or at PRODUCER's election, first-class hotel accommodations) plus $100.00 per day plus round-trip first class transportation for each such trip. 20.2 PRODUCER shall furnish to AUTHOR a stage manager's script containing lighting, property plots and all other information contained in such script within one month following the first public performances under this License. 20.3 PRODUCER may accord additional PRODUCER credit (including to the principals in any production entity producing the Play, as well as to major investors and institutional theatre owners/PRODUCERs and others), in such form(s) as PRODUCER may elect, subject to AUTHOR's reasonable approval. 20.4 PRODUCER's rights under this License shall cease and revert to AUTHOR when there is a hiatus in consecutive performances exceeding four (4) months. -15- AGREED AND ACCEPTED: AUTHOR PRODUCER [ADDRESS] [ADDRESS]By:_____________________________By:__________________________ Title Title