Speck Distribution Agreement

THIS DISTRIBUTION AGREEMENT, WHEN ACKNOWLEDGED ACCEPTED BY YOU AFTER YOU CLICK “I AGREE,” ON OUR SUBMISSION FORM WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU (AS “OWNER” OF THE CONTENT IN QUESTION) AND US (AS “DISTRIBUTOR”), WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR A FILMMAKER, STUDIO, GROUP OR CORPORATION, IN WHICH CASE “YOU” SHALL REFER TO THE FILMMAKER, STUDIO, GROUP OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. THEREFORE, PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISERS BEFORE CLICKING “I AGREE.” THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE “I AGREE” BUTTON ON THE SUBMISSION PAGE.

This agreement (the “Agreement”) entered into as of the date of this Submission (the “Effective Date”) between YOU (the “Owner”) and SPECK, Speck Channel, and Speck Films, a division of Mediarazzi, and its partners, (collectively, “SPECK”) sets forth the terms of Ownerʼs engagement of SPECK as Ownerʼs agent in connection with the licensing, distribution and promotion of the television show or motion picture (in whole or in part) submitted herein (the “Picture”) in the Digital Media, as follows:

Owner Agreement
Owner hereby appoints SPECK to act as Ownerʼs non-exclusive agent in connection with (i) the licensing, distribution and other exploitation of the Picture in the Digital Media throughout the Territory and for the Term, and (ii) the advertising and promotion of the Picture (the “Advertising Rights”) in all media now known or hereafter devised (to the extent such advertising and promotion reasonably relates to the exploitation of the Picture in the Digital Media and/or the promotion of distributors, portals, vendors, exhibitors or other parties licensed to exploit the Picture). As Ownerʼs agent and on Ownerʼs behalf, SPECK has the right to enter into licensing, distribution and other agreements with third parties for the exploitation of the Picture in the Digital Media (“Distribution Agreements”) and for the Advertising Rights, on terms that SPECK deems reasonable in its sole discretion.

SPECK Agreement
SPECK agrees to use good faith efforts to generate exposure for the Picture and to maximize revenue from the licensing, distribution and other exploitation of the Picture in the Digital Media, however, SPECK makes no representations or warranties with respect to its ability to obtain Distribution Agreements or to generate any minimum amount of revenue.

Term
The initial term shall be one yearr from the Effective Date with successive one (1) year extensions unless either party issues notice, in writing, of its intent to cease such extensions at least sixty (60) days prior to the end of the then-current annual period. Any decision not to extend the Term shall be effective prospectively and shall not affect Distribution Agreements entered into by SPECK, including without limitation SPECKʼs right to receive its share of Gross Receipts attributable to Distribution Agreements.

Territory
Worldwide.

SPECK Fee
Twenty Percent (20%) of Gross Receipts.

Owner Share
SPECK shall pay to Owner One Hundred Percent (100%) of Net Receipts, as set forth below.

Gross Receipts
As used herein, “Gross Receipts” shall mean all non-refundable sums actually received by SPECK from the licensing, distribution and exploitation of the Picture.

Net Receipts
As used herein, “Net Receipts” means “Gross Receipts” less deductions for the following: (i) the SPECK Fee; (ii) if/when applicable, and as approved by Owner, actual, verifiable, third-party expenses incurred by SPECK in connection with the marketing, promotion, distribution, or other exploitation of the Picture, including without limitation encoding and delivery expenses; (iii) if/when applicable, and as approved by Owner, actual, verifiable, third-party collection and/or audit costs incurred by SPECK in connection with review of third party licensees of the Picture; and (iv) any taxes, duties or other amounts payable by law in connection with the distribution of the Picture.

Digital Media
“Digital Media” means all electronic and digital processes through which the Picture may be delivered for viewing, whether now known or hereafter devised, including without limitation as follows: (i) through all forms of Connected Television, Internet streaming, digital download, and electronic sell through; (ii) through all forms of video-on-demand, including without limitation via cable, satellite, Internet, ʻclosed-IPʼ networks, IPTV, telco services, and wireless; (iii) through so called “disc on demand,” “manufacture on demand,” and similar fulfillment services; (iv) to mobile and handheld devices whether through wireless telephony and data networks or otherwise; (v) to hotels, educational institutions, libraries, and airlines and ships registered in and/or flying the flag of any country in the Territory.

Accounting, Reporting and Payment
SPECK will deliver to Owner viewer data and accounting statements on a monthly basis, accompanied by payment of Net Receipts (if any), no later than ninety (90) days following the end of any calendar quarter in which Gross Receipts are received by SPECK in connection with the Picture (the “Reporting Period”). All statements submitted to Owner shall include, at a minimum, viewer data, transactional data and revenues generated by the Picture by each individual licensee (as reported to SPECK by each such licensee). Minimum payout (“Payouts”) for Net Receipts is $100.00 USD, otherwise payout may be withheld, at SPECK’s discretion, until the next calendar quarter in which minimum payout threshold is reached. Payouts may be made via paper check sent to Owner’s address on file, PayPal, or via bank wire transfer to Owner’s bank, at Owner’s discretion. (There is a $25 fee for wire transfers, applicable to the minimum payment threshold.)

Once each year during the Term Owner shall have, on thirty (30) days notice, the right to review (a) the results of any audit conducted by SPECK of third parties to the extent such audit relates solely to the Pictureʼs Gross Receipts, (b) all records from third parties related to the Picture’s Gross Receipts, and (c) records supporting SPECK’s expenses incurred in connection with the Picture.

Residuals & Third Party Participations
Owner will be solely responsible for any and all residual and other additional or supplemental payments payable to any union, guild or other entity (e.g., SAG, DGA, WGA, IATSE, AFM) required to be made by reason of the licensing, distribution, or other exploitation of the Picture and the Advertising Rights as set forth herein. Owner will be responsible for paying all third party participations granted by Owner in connection with the Picture.

Delivery
Owner shall deliver to SPECK all of the required items set forth in SPECK VIDEO SUBMISSION GUIDELINES (“Essential Materials”). All necessary clearance, preparation, and delivery to SPECK of all Essential Materials shall be at Ownerʼs sole cost and expense. Owner acknowledges and agrees that Ownerʼs failure to timely deliver Essential Materials may prevent SPECK from making the Picture available for distribution, and any delayed performance or non-performance by SPECK arising from Ownerʼs failure to meet its delivery obligations shall not be a breach hereof.

Schedules
In submitting Picture to SPECK, Owner has also acknowledged the attached Schedule 1, SPECK’s “Producer Certificate” together with this Agreement. The Producer Certificate and the Essential Materials together shall be referred to herein as the “Materials.” In addition, if requested by SPECK, Owner will deliver to SPECK any of these legal documents, as provided by SPECK, signed by Owner in hard copy format, no later than thirty (30) days following SPECKʼs request.

Editing
SPECK will not edit, and will not permit third parties to edit the Picture except for the following purposes: (i) to prepare closed captioned, subtitled and/or dubbed versions the Picture; (ii) to avoid legal liability or conform the Picture to applicable laws, standards and practices; (iii) to present the Picture in serial form without altering its linear form; (iv) to compress the Picture and/or the credits as required by any third party licensee in connection with time limitations in a manner then customary in the motion picture industry; and (v) to create advertising and publicity materials for the Picture.

Confidentiality
Other than as required by law, governmental authority, or to enforce its rights hereunder, neither party will, without the express written consent of the other party, disclose the terms of this Agreement or any other business information shared by the other party which should reasonably be understood to be confidential, except to its attorneys, agents, accountants, investors, lenders, or directors on a “need-to-know” basis, provided that such persons are similarly required to keep such information confidential.

Waiver
No waiver by either party of any provision of this Agreement or of any breach or default by the other party shall constitute a continuing waiver, and no waiver shall be effective unless made in a signed writing.

Assignment
Either party may assign any or all of its rights and/or obligations pursuant to this Agreement in the event that (i) it acquires or merges with another corporation or entity; (ii) all or substantially all of its assets are acquired by a third party; or (iii) it is involved in a consolidation, reorganization or similar transaction.

Representations & Warranties
Each of the parties represents and warrants the following: (i) that it is a duly organized, validly existing corporation or other legally recognized business organization in good standing under the laws of its jurisdiction of incorporation or formation, and (ii) that it has the full legal right, power, and authority to execute this Agreement and to perform its obligations hereunder, and the consent of no other person or entity is necessary in connection with the foregoing. Owner further represents and warrants that it has obtained all rights and clearances necessary to exploit the Picture and all elements contained therein (as further set forth in the attached Schedule 1 and incorporated by reference herein) and that Owner has not entered into and will not enter into any agreement in conflict with SPECKʼs rights hereunder.

Insurance
Owner shall maintain a standard producerʼs and distributorʼs errors and omissions liability insurance policy in connection with the Picture, in the minimum amounts equivalent to one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) in the aggregate, with a deductible of not more than ten thousand dollars ($10,000). Such policy shall remain in effect for a period of three (3) years from the Effective Date. Upon request, Owner shall deliver to SPECK a certificate of insurance evidencing the foregoing.

Indemnification
Each party agrees to defend, indemnify and hold harmless the other from any claim, action, judgment or liability of any kind arising out of or in connection with any breach or alleged breach of any representation, warranty or agreement made by either party in this Agreement.

Ownerʼs Contact Information has been submitted with this form.

SPECK Contact:
SPECK, c/o Mediarazzi, 5409 Holston Hills Rd., Knoxville, TN 37914
info@mediarazzi.com, www.moviesonspeck.com, www.mediarazzi.com

By acknowledging this Agreement on the Submission page, both Owner and SPECK agree to the terms set forth above.