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Interpretation of
Agreement.

Effect of Marginal
Notes.

in writing, by registered mail as follows: To Dis-
tributor at....
To Producer at.....

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21. This agreement having been entered into in the City of New York shall be construed according to the laws of the State of New York.

22. Marginal notes or captions contained in this agreement are no part of the agreement and are inserted merely for the convenience of the parties in referring thereto, and the parties agree that in the construction of this agreement, no inferences shall be drawn because of the presence or absence of such marginal notes or because of their This Document Wording.

Contains whole
Agreement.

Cancellation.

23. This document sets forth the entire agreement between the parties and neither of the parties has made any covenants, agreements, conditions, warranties or representations with respect to the subject-matter of this agreement, except such as expressly appear in this document.

24. If the Distributor shall abandon this agreement, then and in that event the Producer may, at the Producer's option, cancel this agreement. Such cancellation may be either a total cancellation or a partial cancellation, as stated in the notice of cancellation by the Producer. The effect of a total cancellation shall be to accelerate the expiration of this agreement to the date of such cancellation, and the Distributor shall forthwith return to the Producer all prints of all photoplays theretofore delivered by the Producer to the Distributor, and shall account to the Producer for all moneys unaccounted for at the date of cancellation and for all moneys received by the Distributor after date of the cancellation. In the event of such total cancellation the Distributor agrees to deliver to the Producer all booking records of each of the photoplays delivered hereunder, with respect to bookings to be effective after the effective date of the cancellation, and to transfer

Abandonment

to the Producer the Distributor's interest in any and all such contracts. The effect of a partial cancellation shall be to terminate the obligation of the Producer to deliver further photoplays or prints thereof to the Distributor, but with respect to all photoplays and prints thereof delivered before the cancellation, this contract shall continue in full force and effect.

25. The following circumstances are hereby declared to be and shall be deemed to be conclusive evidence of the abandonment of this contract by the Distributor:

1. Failure by the Distributor to make any of the payments required to be made by Clause. . . . . . . . of this agreement, within ten (10) days after written demand for such payment.

2. Violation by the Distributor of Clause .of this agreement (referring to the Clauses, if any, restricting exhibition, etc., outside of the agreed territory).

3. Adjudication of the Distributor as a bankrupt or the filing of a voluntary petition in bankruptcy, or the making of a general assignment by the Distributor.

4. The appointment of a Receiver for the Distributor, and the continuance of such Receiver in control of the Distributor's property for five (5) days after such appoint

ment.

5. The breach by the Distributor of any of the terms, conditions and provisions of this agreement on the Distributor's part to be kept and performed, and the continuance of such breach for ten (10) days after notice thereof.

6. Any occurrence or series of occurrences which puts it out of the Distributor's power fully and fairly to perform this agreement.

26. The failure or neglect of either party to exercise any rights accruing to such party upon the breach of this agreement by the other party hereto shall not be or be construed to be a waiver of the right to exercise such rights upon the occurrence of a subsequent breach of this agreement.

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WHEREAS, the parties desire to contract for a period of wherein and

months, commencing on....

whereby the Producer shall grant the exclusive right and license to distribute prints of productions of motion pictures made by them to the Distributor in the territory hereinafter mentioned; WHEREAS, the Distributor desires to obtain the exclusive right and license to distribute such prints throughout... hereinafter referred to as the territory, for the period, and in the manner, and upon the terms hereinafter set forth,

Now, THEREFORE, in consideration of the premises and of the mutual promises and covenants herein contained, the parties agree as follows:

1. The following words and phrases used in this agreement shall, unless the same be inconsistent with the context, be construed as follows:

(a) Distribute and Distributing shall include all methods and means of procuring contracts with exhibitors for the use of the Producer's prints; Exchange shall include branches, agencies and all other establishments engaged in the business of distributing, whether the same be operated directly or indirectly by the Distributor, and whether owned or controlled by the Distributor, or operated by or through contractual relationship, with it; Exhibitor shall include individuals, firms, associations and corporations engaged, generally or occasionally,

in the business of displaying motion pictures to the public; Territory shall be construed as meaning the...

(b) Any notice hereinafter required to be given shall be considered as actually given on the date on which the same is mailed by registered mail, addressed to the party for whom it is intended, at its last known post office address in. . . . . and carrying on its envelope or wrapper substantially the following: "Return Receipt Required."

(c) Prints shall mean positive or copies made from the negatives of a motion picture; Productions shall include motion picture photoplays and motion pictures, not photoplays; Release shall mean the first delivery of prints pursuant to the provisions of this agreement, and (as to the Distributor) the first exhibition of such prints by an exhibitor; Release date shall mean the date of the first public exhibition of a production in the territory other than a Sunday; Person, includes a corporation, association and partnership; the words importing the plural number may apply to and mean only a single person or thing vice versa; Delivery date, shall mean the date of shipment of prints from the factory or office of the Producer in...

2. The Producer agrees to furnish and deliver to the Distributor, and the Distributor agrees to take, during the term of the contract for use only in the territory for a period of years from the date of delivery,. . . . . complete prints ready for exhibition, of.... . productions per week during each and every week of the term hereof; said productions shall consist of a connected series of scenes presenting a complete story, based upon a well-known drama or novel, of entertaining character, or upon an original scenario and each of the prints thereof is to be from four to six thousand feet in length; and said productions shall be of the same general nature as those now shown in the. . . . . . . .on what is known as the Program.

3. The Producer shall deliver all prints F. O. B. New York and make shipments in accordance with the directions given by the Distributor or its agent, it being strictly understood and agreed that the Distributor is to pay all expressage, postage, insurance, duty and other shipping charges. The Producer

agrees that in the event that the duty on films imported into the territory or any part thereof is raised above the present rates, the Producer will reimburse the Distributor to the extent of.......% of any such excess, and the Distributor shall be permitted to retain the same out of the........% of the gross receipts to be turned over to the Producer as hereinafter provided.

4. Neither party hereto shall be liable for any delays caused by act of God or war.

5. If either of the parties shall be delayed or prevented from performing any of the agreements which they have herein agreed to perform, by reason of any cause beyond the control of such party, such delay or failure of performance shall be excused and the period of such delay shall be treated as a nullity in calculating the term of this agreement or the time for the performance of any of the provisions thereof, and neither party shall have any demand, claim or cause of action for damages therefor or arising therefrom, and all such claims, demands or causes of action are hereby expressly waived by each of the parties hereto. The expression "causes beyond the control of such party" shall be construed to include fire, strikes, riots, the elements, acts of God or the public enemy, accidents to machinery or other equipment, or the injury or destruction of any of the negatives of the aforesaid motion picture photoplay by any of the aforesaid causes, delays or failure of performance by common carriers, but this definition does not and shall not be deemed or construed to limit in any way the generality of the expression "causes beyond the control of such party."

6. The Distributor shall accept deliveries of the Producer as hereinbefore provided in the City of New York, and shall distribute the prints in the following manner: the Distributor shall provide through ownership or contract relation, throughout the term hereof, and the territory hereinbefore described, exchanges of sufficient number, and properly equipped, to conduct the business of handling the Producer's production, and the Distributor agrees to give to its undertaking the best efforts of its officers, agents and employees, its exchanges, their officers, agents and employees, to the end that the gross returns

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