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EXHIBIT 10.1
END OF THE WORLD PARTY
DEAL MEMORANDUM
This letter agreement represents a Deal Memorandum by and between C. TIMOTHY
RANNEY (hereinafter referred to as "Producer") and KINGS ROAD ENTERTAINMENT,
INC. (hereinafter referred to as "Executive Producer"), regarding the New York
stage production of END OF THE WORLD PARTY (the "Play"), written by Chuck
Ranberg ("Author"). In consideration of the mutual promises herein, both parties
agree to the following terms and conditions:
I. GENERAL. The Executive Producer has pledged the monetary sum of One Hundred
Twenty Five Thousand Dollars ($125,000.00) toward production expenses
(Exhibit "A") for the mounting of the proposed Play. Such monies shall be
delivered in three (3) installments according to the Production Cash
Disbursement Schedule (Exhibit "B"). There will be three weeks of
rehearsals for the proposed Play followed by an eight-show-a-week
performance schedule: Tuesdays through Fridays at 8PM; Saturdays at 7PM &
10PM; and Sundays at 3PM and 7PM. The production is slated to begin
performances in late summer/early fall.
II. RECOUPMENT OF CAPITAL. The Executive Producer shall be in the first
position to recoup its pledge of One Hundred Twenty Five Thousand Dollars
($125,000.00) once performances of the play begin. The Executive Producer
shall therefore be entitled to One Hundred Percent (100%) of all box office
receipts after the subtraction of Weekly Operating Expenses (see Exhibit
"C") and Gross Percentage Points (see Exhibit "D") until recoupment of its
entire investment. All monies under this Section and Section III shall be
paid within 7 days after the end of the calendar week in which performances
are presented. Payments will be accompanied by copies of box office
statements, signed by the Producer.
III. SHARING OF POTENTIAL PROFIT. Once the recoupment of the initial One Hundred
Twenty Five Thousand Dollars ($125,000.00) is attained, the Executive
Producer shall be entitled to a 50/50 proportionate split (50%) of all box
office receipts with the Producer after the subtraction of Weekly Operating
Expenses and Gross Percentage Points. This sharing of potential profit
shall continue until the last public performance of the New York production
of the proposed Play.
IV. INSPECTION RIGHTS. Executive Producer or its agent shall be entitled to
inspect the books and records of the Producer for any production hereunder
during regular business hours and upon reasonable written notice, and to
make copies and extracts thereof, at Executive Producer's expense. Producer
agrees to keep and maintain accurate records for any production hereunder
and to keep such records for at least two (2) years after the period to
which the records apply or the close of the production, whichever shall be
later.
V. BILLING. The Executive Producer shall receive top production billing in all
advertisements, posters, flyers, marquee, etc., and shall be the largest
and boldest of the producer/investor credits wherever such
producer/investor credits are used in the promotion of the play.
i.e.
KINGS ROAD ENTERTAINMENT, INC.
IN ASSOCIATION WITH
TIM RANNEY
VI. COMPS. The Executive Producer shall be entitled to ten (10) complimentary
seats for the Opening Night Performance of the Play and the party which
follows thereafter.
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VII. SUBSEQUENT PRODUCTIONS. Should the Producer decide to present the Play in
another performance venue or produce a film version, the Executive Producer
shall receive the first right of refusal to partake in such endeavors. This
right of first refusal shall last as long as the Producer holds production
rights in the Play. The term subsequent production is defined as including
any and all future media rights (including film rights) secured by the
Producer in the Play.
VIII. MERCHANDISING. Should the Producer create merchandise for sale in
association with the play, the Executive Producer shall be entitled to a
50/50 proportionate split (50%) with the Producer of all post-production
profits of said merchandise.
IX. REPRESENTATIONS. The Producer represents and warrants that:
A) The Author is the sole author and the sole owner of the Play, and the
Play (except to the extent that it contains material which is in the
public domain in the United States) is or will be wholly original with
the Author and has not been and will not be copied, in whole or in
part, from any other work; the Play is and will continue, for the
maximum periods permitted by law, to be protected by copyright in the
United States and countries adherent to the Universal and Berne
Copyright Conventions; the Play and the uses of the Play as herein
contemplated will not violate, conflict with or infringe upon any
rights whatsoever of any person, firm or corporation; Neither the
Producer nor the Author has an obligation to any third party which in
any way impacts on Producer's or Executive Producer's financial rights
in the Play or would impose a financial obligation on Producer or the
Executive Producer to a third party; and the Producer is aware of no
claims or litigation concerning the Play or title of the Play.
B) The Author has granted to the Producer, as per the agreement between
them dated May 1, 2000, the exclusive right to produce and present
(alone or in association with other parties) or to license current and
subsequent productions of the Play on the living stage.
C) Neither the Producer nor the Author has granted, assigned, encumbered
or otherwise disposed of any right, title or interest in or to the
Play inconsistent with the rights granted herein.
X. INDEMNIFICATION. The Producer will indemnify the Executive Producer against
any and all losses, costs, expenses (including reasonable attorney's fees),
damages, recoveries (including payments made in settlement ) caused by or
arising out of the breach of any representations or warranty herein made.
XI. ARBITRATION. Any controversy or claim arising out of, or relating to this
agreement, or any alleged breach thereof, shall be settled by arbitration
before a single arbitrator in New York, New York, in accordance with the
rules then obtaining of the American Arbitration Association and judgement
upon the award rendered by the arbitrator may be entered in the highest
court of the forum, state or federal, having jurisdiction thereof.
XII. GOVERNING LAW. This agreement is made in the State of New York and shall be
governed by, and construed in accordance with, the laws of that State
applicable to contracts made and entirely performed therein. It shall be
applicable throughout the world, and shall be binding on and inure to the
benefit of the parties, their heirs, executors, administrators, and
permitted licensees and assigns.
XIII. MISCELLANEOUS. This agreement supercedes all prior agreements between the
parties with respect to the subject matter hereof, constitutes the entire
agreement, and shall not be changed or terminated orally. No waiver shall
be deemed a continuing waiver.
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BOTH PARTIES AGREE TO THE AFOREMENTIONED TERMS AND CONDITIONS BY AFFIXING THEIR
SIGNATURES BELOW:
/s/ Timothy Ranney /s/ David W. Dube
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C. Timothy Ranney David W. Dube, President
Producer Kings Road Entertainment, Inc.
Executive Producer
Date: 20 July 2000 Date: 20 July 2000
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