Fill and Sign the Distribution Agreement Name of Supplier Name of Form

VIDEO GRAM LICENSE & DISTRIBUTION AGREEMENT Agreement made as of ____________________ by and between ______________________., a Corporation of _________________ with its principal place of business located at _______________________________________________ (“[Production Company/Licensor]'') and _______________________________________, a (name of state/country) corporation with its principal place of business located at ___________________________________(address) (“Distributor''). 1. DEFINITIONS: As used herein, the following terms shall have the following meanings: (a) The “Picture'': The Children’s Youth Video production(s) ______________(name(s) of picture works). (b) “Video Gram'' or “Video Grams'': A cassette, disc or other device on which the Picture is encoded and designed to be used in conjunction with a reproduction apparatus which causes a visual image (whether or not synchronized with sound) to be seen on the screen of a television receiver or any comparable device now known or hereafter devised. (c) The “Licensed Field'': The use of Video Grams on nonbroadcast video reproduction equipment for noncommercial private home use. (d) The “Licensed Territory'': [e.g., the United Kingdom and its territories and possessions.] (e) The “Term'': The Term shall commence on the date delivery of physical materials is deemed c omplete pursuant to Clause 5 and shall continue until _____________ years from the initial release of Video Grams in the Licensed Territory. If at the expiration of the Term, Distributor has not fully recouped the advances payable to Production Company/Licensor with respect to the Picture, then the Term shall automatically and without notice be extended until the end of the accounting period hereunder during which such recoupment shall occur. Additionally, Distributor shall have the right of first negotiation to extend the Term beyond the date of termination. 2. LICENSE: (a)Production Company/Licensor hereby grants to Distributor the exclusive and irrevocable right, license and privilege in the Licensed Territory to manufacture Video Grams of the Picture and to sell, lease, license, rent, distribute, reproduce, perform, exploit, advertise and otherwise market and exhibit such Video Grams throughout the Licensed Territory, and to license or otherwise authorize others to do so during the Term hereof. (b) Distributor shall reproduce and incorporate the Picture into Video Grams in its entirety in the form delivered by Production Company/Licensor to Distributor, with no titles, credits, copyright notices, or other material in the Picture changed, added to, omitted or edited without Production Company/Licensor's prior written approval, which shall not be unreasonably withheld, except that Distributor may without prior approval: (1) incorporate into the Picture, preceding the main title and/or following the end titles, Distributor's name, trademark and/or logo; (2) change, add, omit, or edit the Picture (but not the credits or copyright notice thereof) in order to conform with the requirements of any generally recognized censorship board or agency in the Licensed Territory or any part thereof or [community standards in the Licensed Territory or any part thereof; (3) make dubbed or subtitled non-English language versions of the Picture at Distributor's sole cost and expense. (4) If Distributor edits or modifies videograms for any other purpose, Production Company/Licensor may require the restoration of the Video Grams to their original form.] (c) All rights not expressly granted hereunder are reserved to Production Company/Licensor, including without limitation, the right to authorize the use of any Video Grams for viewing in any place of public assembly where an admission fee is charged, for broadcasting by television or cable, whether free or pay for public exhibition in the traditional non-theatrical market, or for theatrical exhibition. (d) Distributor shall have sole, full and complete discretion concerning the manufacture, distribution, marketing and other exploitation of all Video Grams. The judgment of Distributor, its licensees and distributors in regard to all matters affecting the manufacture, distribution, exploitation or marketing of Video Grams shall be binding and conclusive upon Production Company/Licensor. (e) Distributor shall have the sole and exclusive right to negotiate, make, alter and cancel contracts involving the distribution, sale, lease or rental of Video Grams, the right to adjust and settle all disputes with distributors, licensees, purchasers, and other contracting parties, and the right to make allowances and give credits to such parties. Distributor shall not be liable or responsible to Production Company/Licensor on account of the breach by any of Distributor's distributors or licensees of their obligations under their agreements with Distributor; however, Distributor shall not discriminate against the Picture in favor of any other motion picture in the collection of monies from its distributors or licensees. (f) Subject to any contractual obligations or restrictions of which Distributor shall have been advised in writing on or before completion of delivery in accordance with Clause 5, Distributor shall have the right to use and authorize others to use the name, physical likeness (whether by photograph or otherwise) and voice of any party rendering services in connection with the Picture, for the purpose of advertising, publicizing or exploiting Video Grams; provided that none of said persons shall be represented as endorsing directly or indirectly any distributor or exhibitor of the Picture. (g) Distributor shall cause to be stamped or imprinted on the Video Grams or their packaging enclosures a statement substantially to the effect that: “The copyright proprietor has licensed the materia l contained herein for noncommercial private use only, and prohibits any other use, copying or reproduction in whole or in part.'' Distributor shall not at any time delete, or authorize the deletion from Video Grams of the copyright notice which appears on the Picture when delivered to Distributor, and Distributor shall not release any Video Grams without such copyright notice. (h)Distributor shall have the right to advertise, publicize, and promote the Picture and the services of Distributor by any means or media, and may utilize for such purposes excerpts from the Picture (not exceeding, e.g., two (2) minutes in running time) or trailer. (i) Distributor shall have the right to use the advertising and publicity material provided by Production Company/Licensor to promote the exploitation of the Picture. (j) First Negotiation: Following the conclusion of the Term, if Production Company/Licensor desires to again grant or license the right to manufacture and/or distribute videograms to Distributor or any third party; Production Company/Licensor shall notify Distributor thereof and the parties hereto shall negotiate in good faith for a period of thirty (30) days with regard to the terms of such subsequent grant. If the parties cannot agree on such terms, then Production Company/Licensor shall be free to grant such right to any third party. 3. ROYALTY: For each Video Gram of the Picture sold, rented or otherwise vended in the Licensed Territory during the Term, Distributor shall pay Production Company/Licensor a royalty equal to Twenty- five Percent (25%) of such gross receipts as Distributor derives therefrom. “Gross receipts'' shall be defined, computed, paid and accounted for in accordance with the provisions of Schedule “B'' attached and incorporated by this reference. For each Video Gram of the Picture sold, rented or otherwise vended in the Licensed Territory during the Term, Distributor shall pay RTG Productions, in accordance with the Agreement attached hereto as Exhibit “A “ a royalty of 2 ½ percent of profits. For each Video Gram of the Picture sold, rented or otherwise vended in the Licensed Territory during the Term, Distributor shall pay to Frank Music Corp. and Meredith Willison Music, in accordance with the synchronization license attached hereto as Exhibit “B “ all required A.S.C.A.P. royalties. 4. ADVANCE/GUARANTEE AGAINST ROYALTY: (a) As an advance/guarantee against the royalty to be paid to Production Company/Licensor pursuant to Clause 3, Distributor shall pay Production Company/Licensor the sum of ________________ Thousand Dollars ($US) payable seven (7) days of completion of delivery of physical materials pursuant to Clause 5. (b) This advance/guarantee shall be non-returnable and shall be recouped by Distributor out of those royalties otherwise payable to Production Company/Licensor pursuant to Clause 3. 5. DELIVERY OF PHYSICAL MATERIALS: (a) As soon as possible, but no later than the earlier of (i) delivery of any Picture elements by Production Company/Licensor or any of Production Company/Licensor's predecessors or successors-in-interest to any other person or party heretofore or hereafter granted any distribution rights (not inconsistent herewith) in the Picture and, (ii) thirty (30) days after execution of this agreement, time being of the essence, Production Company/Licensor shall deliver to Distributor at Distributor's office or at such place as Distributor may designate, the materials described in Schedule “A'' attached hereto, in technically satisfactory condition so that Video Grams of technically first-class commercially acceptable qua lity may be manufactured therefrom. Distributor will review such materials and will notify Production Company/Licensor of any defects within thirty (30) days) after delivery of all the materials listed in Schedule “A.'' Delivery of the materials listed in Schedule “A'' shall be deemed completed when Distributor has approved the materials listed in Schedule “A'' by sending to Production Company/Licensor a written notice of acceptance or on the thirtieth (30th) day after delivery if no notice of defects is sent by Distributor. Except as otherwise provided herein, delivery and return of all materials shall be at Production Company/Licensor's sole cost and expense. (b) If Distributor notifies Production Company/Licensor of defects in the delivered material as set forth in subclause 5(a), Production Company/Licensor shall within ten (10) days thereafter cause such defects to be corrected and new material to be made and delivered to Distributor, such new material to be subject to Distributor approval as set forth in subclause 5(a). Production Company/Licensor shall pay the cost of manufacturing all such new material. If Production Company/Licensor fails to correct any defect or to cause such new materials to be delivered to Distributor within said ten (10) day period such failure shall be deemed to be a material breach of this Agreement by Production Company/Licensor then Distributor may cause such defects to be corrected and deduct the cost thereof from any monies payable to Production Company/Licensor hereunder then Distributor may by written notice to Production Company/Licensor terminate this agreement. (c) On request of Distributor, Production Company/Licensor shall deliver to Distributor irrevocable letters of direction and authorization to each laboratory having possession of any materials and laboratory elements of the domestic and foreign (if any) versions of the Picture, allowing Distributor nonexclusive access to all material in said laboratory necessary to the exercise of Distributor rights granted hereunder. (d) Production Company/Licensor shall make available to Distributor, for copying and use, at Distributor's expense, such stills, domestic and foreign advertising materials, press books and other promotional materials as Production Company/Licensor possesses or to which it has access and which Distributor desires to use in implementing Distributor's rights. If requested by Distributor, Production Company/Licensor will provide Distributor with an appropriate letter of access to enable Distributor to acquire directly any of the foregoing materials, and providing that the subject laboratory shall look only to Distributor for payment for work done at Distributor's request. (e) Title to all materials made available by Production Company/Licensor to Distributor hereunder shall be and remain vested in Production Company/Licensor, subject to the rights of Distributor to use the same in manufacturing, distributing, selling, leasing, advertising, promoting and otherwise exploiting Video Grams. Distributor shall exercise reasonable care in handling, storing and safeguarding material delivered to Distributor in order to prevent unauthorized duplication or reproductions of the Picture. Distributor shall determine in its sole discretion which laboratory it desires to use in connection with the exercise of its rights hereunder. Distributor shall own all rights in the tangible materials manufactured by Distributor hereunder. (f) As soon as practicable after the completion of the delivery of the material described herein, Distributor shall return to Production Company/Licensor the original print of the Picture delivered hereunder. All other materials delivered hereunder, as well as the master video tape produced by Distributor from such original print shall be retained by Distributor for the use and distribution of Video Grams until the end of the Term. Within sixty (60) days after the end of the Term, Distributor will provide Production Company/Licensor with the master video tape produced from the original print. It is expressly understood and agreed that Distributor shall own all rights in the tangible materials manufactured by Distributor, including, without limitation, the master tape, the transfer tape, disc master, disc stampers and all Video Grams. Promptly following the end of the period, Distributor shall, at Production Company/Licensor's election, either: (1) Destroy any remaining Video Grams in Distributor's possession; or (2) sell to Production Company/Licensor the entire inventory of such copies then in Distributor's possession at Distributor's then-effective wholesale price for such Video Grams. 7. REPRESENTATIONS AND WARRANTIES: Production Company/Licensor warrants, represents and agrees that: (a) Authority: It has the full right, power, legal capacity and authority to enter into this Agreement, to carry out the terms hereof and to grant to Distributor the exclusive rights, licenses and privileges herein granted. (b) Non-Infringement: Neither the Picture nor any of its contents, nor any other materials delivered hereunder shall at any time during the term violate or infringe upon the copyright, literary, dramatic, motion picture, privacy, publicity, trademark, service mark or any other personal or property right of any person or party or constitute unfair competition against or defame any person or entity. (c)No Liens: There are not now and during the Term hereof there shall be no liens, claims, encumbrances, legal proceedings, restrictions, agreements or understandings which might conflict or interfere with, limit, derogate from, or be inconsistent with or otherwise affect any of the provisions of this Agreement, any of the representations and warranties of Production Company/Licensor contained herein or the enjoyment by Distributor of any rights granted to Distributor hereunder, including without limitation the exclusive right to manufacture Video Grams throughout the Licensed Territory. (d)Ownership: Upon delivery, Production Company/Licensor shall own or control and thereafter through the Term shall own or control, without any limitations, restrictions or encumbrances whatsoever, performance, exhibition, advertising and all other rights granted to Distributor in and to all literary, dramatic and musical material contained in the Picture, and Production Company/Licensor has obtaine d all necessary licenses and permissions as may be required for the full and unlimited exercise and enjoyment by Distributor of all of the rights granted to Distributor. Distributor will own, possess and enjoy such rights without hindrance on the part of any person, firm or entity whatsoever throughout the full Term. (e) No Prior Sale: No Video Grams of the Picture have previously been manufactured, licensed or marketed in the Licensed Territory for use in the Licensed Field. (f) Name and Likeness: All persons and entities connected with the production of the Picture, and all other persons whose names, voices, photographs, likenesses, works, services and materials have been used in the Picture or its exploitation, have authorized the use of their names, voices, photographs, likenesses, performances, and biographical data in connection with the advertising, promotion and exploitation of the Picture within the Licensed Field throughout the Term. Use of any such names and likenesses shall not be used as an endorsement of any product, service or entity. (g) Credits: The credit lists and other materials delivered to Distributor under this Agreement will be complete and accurate and Distributor will incur no liabilities to any third parties arising out of its compliance with such lists and use of such materials. 8. INDEMNIFICATION BY PRODUCTION COMPANY/LICENSOR: Production Company/Licensor shall, at its own expense, indemnify, save and hold harmless Distributor and its successors, licensees, assigns, directors, shareholders, officers, employees, agents, attorneys, and other representatives and affiliates from and against any and all claims, demands, causes of action, obligations, liability, loss, damage, cost and expense, incurred or sustained by reason of or arising out of any breach or alleged breach of any of the warranties, representations or agreements herein made by Production Company/Licensor, or from any reliance upon such warranties, representations or agreements Without waiving any rights or remedies Distributor may have against Production Company/Licensor, any liability, loss, damage, cost or expense resulting from any such breach or alleged breach may be recouped by Distributor from Production Company/Licensor's royalties hereunder. If any person or entity shall make any claim or institute any suit or proceeding alleging facts, which, if true, would constitute a breach by Production Company/Licensor of any warranty, representation or agreement herein made, Distributor shall give prompt written notice of same to Production Company/Licensor, and Production Company/Licensor shall undertake at its own cost and expense the defense thereof and shall supply competent and experienced counsel to defend any such suit or proceeding. Distributor may also engage its own counsel in connection with any such suit or proceeding and (provided that Production Company/Licensor fulfills its obligations to undertake Distributor's defense) the charges incurred in connection therewith shall be paid by Distributor. If Distributor shall settle or compromise any such suit, claim or proceeding, the cost thereof (including reasonable attorneys' and expert witnesses' fees and expenses) shall be charged to Production Company/Licensor if such settlement or compromise was made with Production Company/Licensor's prior written approval, which approval shall not be unreasonably withheld. In connection with any such suit, claim or proceeding, Distributor may exercise any and all offset and similar rights against Production Company/Licensor, and Distributor may at any time withhold and reserve from any monies payable to Production Company/Licensor hereunder sums reasonably sufficient to secure Distributor against Production Company/Licensor's liability hereunder; provided, however, that all monies so withheld shall be deposited in a segregated interest-bearing account which shall be liquidated in the event that legal proceedings have not been commenced within one (1) year from the date of a claim. There will be no withholding by Distributor if Production Company/Licensor furnishes to Distributor a bond in an amount acceptable to Distributor. 9. INDEMNIFICATION BY DISTRIBUTOR: Distributor shall, at its own expense, indemnify, save and hold harmless Production Company/Licensor and its successors, assigns, directors, shareholders, officers, employees, agents, attorneys, and other representatives and affiliates from and against any and all claims, demands, causes of action, obligations, liability, loss, damage, cost and expense including reasonable attorneys' fees incurred or sustained by reason of or arising out of any breach or alleged breach by Distributor of any of the representations, warranties, or agreements herein made by Distributor or from any use by Distributor of the Video Grams which exceeds the rights granted to Distributor herein. If any person or entity shall make any claim or institute any suit or proceeding alleging any facts which, if true, would constitute a breach by Distributor of any warranty, representation or agreement herein made, Production Company/Licensor shall give prompt written notice of same to Distributor, and Distributor shall undertake at its own cost and expense the defense thereof and shall supply competent and experienced counsel to defend any suit or proceeding. Production Company/Licensor may also engage its own counsel in connection with any such suit or proceeding and (provided that Distributor fulfills its obligation to undertake Production Company/Licensor's defense) the charges incurred in connection therewith shall be paid by Production Company/Licensor. If Production Company/Licensor shall settle or compromise any such suit, claim or proceeding the cost thereof (including reasonable attorneys' and expert witnesses' fees and expenses) shall be charged to Distributor if such settlement or compromise was made with Distributor's prior written approval, which approval shall not be unreasonably withheld. 10. ACCOUNTING AND REPORTS BY DISTRIBUTOR: (a) Distributor shall maintain complete books and records with respect to all Video Grams sold, leased, licensed or rented. Distributor will render to Production Company/Licensor, on a calendar monthly basis, during the first two years of the term and quarterly thereafter a written statement of Production Company/Licensor's royalties. Any such statement shall be rendered by Distributor to Production Company/Licensor on or before the date thirty (30) days following the conclusion of each accounting period and shall be accompanied by payment of any amount shown to be due to Production Company/Licensor. (b) Production Company/Licensor shall have the right to examine the books and records of Distributor to the extent they pertain to the Picture. Such examination shall be made during reasonable business hours, upon reasonable advance written notice, at the regular place of business of Distributor where such books and records are maintained, and shall be conducted on Production Company/Licensor's behalf and at Production Company/Licensor's expense by Production Company/Licensor's designee. Such examination shall not be made more frequently than annually and no more than once with respect to any accounting period or statement rendered hereunder. (c) Royalty Rate Calculation: The royalty payable to Production Company/Licensor with respect to gross receipts derived in respect of Video Grams sold by Distributor shall be calculated on the basis of the wholesale price at which such Video Grams are actually sold from time to time by Distributor to unrelated third parties for which Distributor receives payment, subject to the following: (1) The royalty rate set forth in clause 3 (the “Basic Rate'') shall apply to Video Grams sold at Distributor's full wholesale price for ultimate distribution through normal retail distribution channels in the Territory. With respect to Video Grams sold at less than the full wholesale price, but not to exceed twenty-five (25%) of the Video Grams sold the first year, the royalty rate shall be reduced from the Basic Rate to a rate calculated by multiplying the Basic Ra te by a fraction, the numerator of which is the actual wholesale price at which such Video Grams are sold and the denominator of which is the customary full wholesale price of Video Grams sold for ultimate distribution through normal retail distribution channels. 11. ASSIGNABILITY: Distributor and Production Company/Licensor, respectively may only assign their rights hereunder to a person, firm, corporation or other entity purchasing all or substantially all of the assets of the Distributor or Production Company/Licensor or into which Distributor or Production Company/Licensor shall be merged and which assumes Distributor's or Production Company/Licensor's obligations hereunder. 12. NO WARRANTY WITH RESPECT TO ROYALTIES : Production Company/Licensor acknowledges that the amount of Production Company/Licensor's royalties which may accrue from the distribution of Video Grams is speculative and that Distributor makes no representation or warranty with respect to the amount of same. 13. RELATIONSHIP OF PARTIES: Nothing herein shall be construed to create a partnership or joint venture by or between Distributor and Production Company/Licensor or to make either the agent of the other. Each party agrees not to hold itself out as a partner or agent of the other or to otherwise state or imply by advertising or otherwise any relationship that is contrary to the terms of this agreement. Neither party shall become liable or bound by any representation, act, omission or agreement of the other. 14. TRUST: All monies due or payable to Production Company/Licensor shall be deemed to be held in trust by Distributor for Production Company/Licensor. Distributor shall not have the right to commingle Production Company/Licensor's royalties with any other monies of Distributor. Production Company/Licensor shall own any interest in the gross receipts or have a lien on the gross receipts. Distributor's obligation to pay Production Company/Licensor shall bear interest prior to the payment to Production Company/Licensor at the rate of ___%. 15. CONFLICTING LAW OR REGULATION : Nothing contained herein shall require the commission of any act contrary to an express provision of law, or policy of law, or of any rule or regulation of any governmental authority, and if there shall exist any conflict between any provision of this Agreement and any such law, policy, rule or regulation, the latter shall prevail; and the provision or provisions of this Agreement affected shall be curtailed, limited or eliminated to the extent necessary to remove such conflict, and as so modified, this Agreement shall continue in full force and effect. 16. NO WAIVER: No waiver of any default or breach of this Agreement by either party shall be deemed a continuing waiver or a waiver of any other breach of default, no matter how similar. 17. APPLICABLE LAW: This Agreement has been made in New Jersey and shall be interpreted, construed and governed by the laws of said State of New Jersey applicable to agreements entered into and wholly performed therein. 18. JURISDICTION : Any legal proceedings arising out of or relating to this Agreement or its alleged breach shall be brought in the Federal District Court for the District of New Jersey and the parties hereby submit to the jurisdiction of these courts. If process must be served in connection with any such dispute, the parties agree that such process may be served by personal delivery within or without the State of New Jersey or by registered mail, and the parties hereby appoint the Secretary of State of the State of New Jersey as their agent for receipt of service of process in any such dispute. 19. AMENDMENT: This Agreement may not be changed, modified, amended, or supplemented, except in a writing signed by both parties. 20. ENTIRE AGREEMENT : Each of the parties acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as may be expressly set forth herein. This Agreement constitutes and contains the entire agreement between the parties with respect to the subjec t matter hereof and supersedes any prior contemporaneous agreements, oral or in writing. 21. CONSTRUCTION : All terms used herein and not defined are used in accordance with normal meaning in the entertainment industry in (name of place). 22. CAPTIONS: The clause headings used in this Agreement are for convenience only and shall have no legal effect whatsoever and shall not be used to construe the meaning of the provisions hereof. 23. RESPONSIBILITY TO THIRD PARTIES : Distributor does not assume and does not agree to pay any sums which Production Company/Licensor may now or hereafter become obligated to pay any person or entity by reason of any agency agreement. This Agreement is not for the benefit of any third party not a signatory hereto, and it shall not be deemed to give any right or remedy to any third party whether referred to herein or not. 24. EXECUTION TO BE EFFECTIVE : Nothing in this Agreement shall be binding upon the parties until this Agreement has been executed by an officer or agent of each and has been delivered to the other party. IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first above written. (Name of Distributor) _________________ “Distributor'': By: _________________ Its _________________ __________________________, L.L.C (Production Company/Licensor) By: _________________ Its _________________