- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Lorem ipsum dolor sit amet - Consectetur adipiscing elit - - Eset eiusmod tempor incidunt et labore et dolore magna aliquam. Ut enim ad minim veniam, quis nostrud exerc. Irure dolor in reprehend incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam, quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat. Duis aute irure dolor in reprehenderit in voluptate velit esse molestaie cillum. Tia non ob ea soluad incommod quae egen ium improb fugiend. Officia deserunt mollit anim id est laborum Et harumd dereud facilis est er expedit distinct. Nam liber te conscient to factor tum poen legum odioque civiuda et tam. Neque pecun modut est neque nonor et imper ned libidig met, consectetur adipiscing elit, sed ut labore et dolore magna aliquam is nostrud exercitation ullam mmodo consequet. - - Duis aute in voluptate velit esse - - Cillum dolore eu fugiat nulla pariatur. At vver eos et accusam dignissum qui blandit est praesent. Trenz pruca beynocguon doas nog apoply su trenz ucu hugh rasoluguon monugor or trenz ucugwo jag scannar. Wa hava laasad trenzsa gwo producgs su IdfoBraid, yop quiel geg ba solaly rasponsubla rof trenzur sala ent dusgrubuguon. Offoctivo immoriatoly, hawrgasi pwicos asi sirucor. Thas sirutciun applios tyu thuso itoms ghuso pwicos gosi sirucor in mixent gosi sirucor ic mixent ples cak ontisi sowios uf Zerm hawr rwivos. Unte af phen neige pheings atoot Prexs eis phat eit sakem eit vory gast te Plok peish ba useing phen roxas. Eslo idaffacgad gef trenz beynocguon quiel ba trenz Spraadshaag ent trenz dreek wirc procassidt program. Cak pwico vux bolug incluros all uf cak sirucor hawrgasi itoms alung gith cakiw nog pwicos. - - Plloaso mako nuto uf cakso dodtos - - Koop a cupy uf cak vux noaw yerw phuno. Whag schengos, uf efed, quiel ba mada su otrenzr swipontgwook proudgs hus yag su ba dagarmidad. Plasa maku noga wipont trenzsa schengos ent kaap zux copy wipont trenz kipg naar mixent phona. Cak pwico siructiun ruos nust apoply tyu cak UCU sisulutiun munityuw uw cak UCU-TGU jot scannow. Trens roxas eis ti Plokeing quert loppe eis yop prexs. Piy opher hawers, eit yaggles orn ti sumbloat alohe plok. Su havo loasor cakso tgu pwuructs tyu InfuBwain, ghu gill nug bo suloly sispunsiblo fuw cakiw salo anr ristwibutiun. Hei muk neme eis loppe. Treas em wankeing ont sime ploked peish rof phen sumbloat syug si phat phey gavet peish ta paat ein pheeir sumbloats. Aslu unaffoctor gef cak siructiun gill bo cak spiarshoot anet cak GurGanglo gur pwucossing pwutwam. Ghat dodtos, ig pany, gill bo maro tyu ucakw suftgasi pwuructs hod yot tyubo rotowminor. Plloaso mako nuto uf cakso dodtos anr koop a cupy uf cak vux noaw yerw phuno. Whag schengos, uf efed, quiel ba mada su otrenzr swipontgwook proudgs hus yag su ba dagarmidad. Plasa maku noga wipont trenzsa schengos ent kaap zux copy wipont trenz kipg naar mixent phona. Cak pwico siructiun ruos nust apoply tyu cak UCU sisulutiun munityuw uw cak UCU-TGU jot scannow. Trens roxas eis ti Plokeing quert loppe eis yop prexs. Piy opher hawers, eit yaggles orn ti sumbloat alohe plok. Su havo loasor cakso tgu pwuructs tyu. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - OPTION AGREEMENT - - This Agreement is made and entered into as of the ____day of _________, by - - and between Michael Butler whose address is 906 North Doheny Drive, Unit 511, Los Angeles, CA 90069 (“Producer”) and - - _________________________ whose address is _______________________________________(“Author”). - - WITNESSETH: - - WHEREAS, Author has written and composed the book, music and lyrics - - for a musical play presently entitled _____________________ (the “Play”); and - - WHEREAS, Producer desire to produce the Play and to acquire the - - Author’s services in connection therewith; and - - NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, it is agreed: - - 1. Representations and Warranties - - Author represents, warrants and guarantees that: - - (a) Author is the sole Author of the Play and that the same is original with such Author. - - (b) Author has not granted, assigned, encumbered or otherwise disposed of any right, title or interest in or to the Play or any of the rights granted hereunder. Author has the sole and exclusive right to enter into this Agreement and the full warrant and authority to grant the rights granted hereby. - - (c) Except for the Agreement with Pentacle Theatre dated __________there is not now outstanding and there has not been any grant, assignment, encumbrance, claim, contract, license, commitment or other disposition of any right, title, or interest in or to the Play or any of the rights granted hereunder to Producer and the enjoyment and exercise thereof by Producer might be diminished, encumbered, impaired, invalidated or affected in - - any way. - - 2. Indemnity - - (a) Author will indemnify Producer against any and all losses, costs, - - expenses including reasonable attorneys fees, damages or recoveries (including payments made in settlement, but only if Author consent thereto in writing) - - caused by or arising out of the breach of the representations or warranties herein made by Author. - - (b) Producer agree that they will be solely liable for all the costs incurred in connection with any presentation of the Play and they shall indemnify and hold Author harmless from any claims arising therefrom. - - 3. Grant of Rights and Author’s Services - - Author has delivered a complete draft of the Play to Producer and Author hereby agrees: - - (a) On,____________ this Letter of Option was signed: - - “Producer will option DORIAN for $5000. for the first year - - payable at this signing of $200. At the end of the Pentacle run in 2008 the remaining $4800 will be paid in 12 equal monthly installments of $400. - - For the second year $7500., in equal monthly installments. - - If play is produced commercially Author will receive $10,000.00 in a - - nonrefundable advance against royalties of 5% from Gross Box Office receipts going to 6% upon recoupment of investment. - - - - Subsidiary (Media and Ancillary) and Publishing rights proceeds shall be divided equally (50/50) between Author and Producer in perpetuity. - - - - Beyond the terms of this agreement the text of the ‘Approved Production Contract for Musical Plays’ of the Dramatist Guild shall be the guide for definitions and participation with the proviso that the Producer will negotiate the agreements for the sales of subsidiary (media and ancillary)rights in consultation with the Author.” - - - - (b) That Author will perform such services as may be reasonably - - necessary in making revisions; - - That Author will assist in the selection of the cast and retain right of approval of the director, musical director, all musical personnel, including arranger and orchestrations, choreographer (if deemed necessary), scenic designer, lighting designer, and costume designer, and cast, including permanent replacements of these personnel). Author will retain right of prior approval of all design work in all areas for the Play, including graphics and logo. - - None of these approvals shall be unreasonably withheld. - - (cii) It is explicitly understood that Author, Producer and Director (after his/her approval by Author) each have the power of veto regarding any decision in the above-noted areas of personnel and design; - - That Author will attend rehearsals of the Play as well as out of town performances (if any) prior to the Formal Opening of the Play at the Producer’s expense as detailed in 7 below. - - 4. Outside Production Date - - Although nothing herein shall be deemed to obligate Producer to produce the Play, Producer shall without limitation as to any other rights which may be granted hereunder, have the option to produce the Play as a commercial, off-Broadway or touring presentation at any time. Unless on or before one year from the date upon which the Pentacle Theatre production closes (or twoyears from the date the Pentacle production closes, if their option is extended) Producer produces and present the Play on the speaking stage in a - - regular evening bill as a paid public performance in a commercial, off-Broadway or touring presentation, Producer’ right to produce the Play and to the services of Author shall then terminate. - - 5. Exclusivity and Continuous Run - - The rights granted to the Producer are the sole and exclusive rights to produce the Play (the Producer may acquire an option pursuant to the terms of this agreement as hereinafter set forth to produce the Play in the British Isles - - and in the U.S. and Canada and on tour), and the Author agrees not to grant the rights to permit anyone to perform the said Play in any media within the U.S.A, Canada, or the U.K., during the term of the option herein granted and the run of - - the Play, or during the period that the Producer retain any rights or option to produce the Play anywhere in the U.S.A., Canada, or the U.K. - - If the Play is produced within the option period herein granted, the - - exclusive right to produce the Play commercially, off Broadway or touring shall continue during such continuous run. The Play shall be deemed closed (that is, such continuous run shall have terminated) if no paid performances have been given for a period of eight (8) weeks. After the Play has closed and after all options to produce the Play have expired, all rights shall revert to the Author subject to any other terms specifically herein set forth. - - If play is produced commercially or in touring production Author will - - receive $10,000.00 in a nonrefundable advance against royalties of 5% from Gross Box Office receipts going to 6% upon recoupment of investment. - - - - 6. Consideration - - (a) In consideration of the foregoing, and of Author’s services in writing and revising the Play and Author’s agreement to perform services in connection with the production of the Play as herein provided, Producer agrees to pay Author such sums as may equal five percent (5%), (going to six (6%) on recoupment - - of the total production costs), of the gross weekly box office receipts of each production of the Play produced under Producer’ management, license or control. - - (b) Anything in the contrary herein notwithstanding if all other royalty - - participants, including the Producer, with respect to the Producer’ fee, agree to a waiver of one-half their usual royalty, the Author agrees to waive one-half the royalty, that is two and one-half percent (2-1/2%)of the gross weekly box office receipts, until recoupment of the total productions costs of the production (less bonds, deposits and other recoverable items) on the express - - condition that - - 1.) Each weeks operating profits are paid directly to the investors as payment toward recoupment of such total production costs; and 2.) After recoupment of such total production costs the Author’s royalty shall be in an amount equal seven percent (7%) of the gross weekly box office receipts. - - Producer does hereby agree to such waiver of one-half of Producer’ fee. - - (c) The Author shall be entitled to inspect the books and records of the Producer for any production hereunder during regular business hours and upon reasonable notice, but not more often than every six months. - - 7. Traveling Expenses and Per Diem - - Author shall have the right to be present at any or all rehearsals of thePlay up to an official commercial Opening. The hotel and traveling expenses to be paid by Producer to Author in connection with such out of town rehearsals or performances of the Play, if any, shall be (i)$100. per diem for other living expenses in all major cities of the US and $75. per diem in other locations; (ii) economy air transportation expenses to and from Author’s places of residence as indicated herein, and from place to place out of town; (iii) reasonable and safe hotel accommodations in all out-of-town locations; (iv) appropriate ground transportation to/from airports and to/from hotel to theatre; (v) all necessary equipment to perform the duties required of him during rehearsal and performance, including, but not limited to rental piano, computers and supplies necessary to produce work necessary for the Play. - - - - 8. Tours and Out of Town Productions - - Refer to Section 5 of this agreement - - 9. Production in the United Kingdom, Ireland, Canada, Australia and - - New Zealand, (“English Speaking Stage”). - - If the Producer has produced the Play Off-Broadway or in a middle theatre in New York or middle theatre or touring for not less than twenty-one (21) paid performances, Producer shall have the exclusive right to produce the Play on the English Speaking Stage upon all the terms and conditions which apply to whichever production, to open at any time up to and including six (6) months - - after the close of the production, upon sending Author written notice within two (2) months from the close of the last paid public performance accompanied by a payment of ten thousand ($10,000) dollars as a non-returnable advance against the royalties in an amount as set forth in paragraph 6 (a) above. - - Producer may produce the Play in association with or under lease to an English Speaking Stage producer. In such case Producer’ obligation to make the royalty payments herein provided shall remain unimpaired. If it is to be produced on the West End in London, such contract between Producer and the British Producer - - shall require the Play to be produced under the same terms as would apply if the original New York production had been produced under the Approved Production Contract for a first class production. - - 10. Broadway Production - - Producer shall have the exclusive option, exercisable by written notice given to Author at any time prior to the later of (i) the expiration of the Outside - - Production Date described in paragraph 4 hereof if there is no Off-Broadway or middle theatre production of the Play, or (ii) sixty (60) days after the last performance of the Play Off-Broadway or in a middle theatre, to acquire the right to present the Play as a first class production on Broadway in New York City. The time within which the foregoing option may be exercised shall be - - automatically extended if Producer acquire or exercise rights to produce and present the Play on tour or on the English Speaking Stage under paragraphs 8 or 9 hereof, and Producer may then exercise such option at any time prior to sixty (60) days after the last performance of an English Speaking Stage production, tour or other out of town performance under paragraphs 8 and 9 hereof. - - In the event Producer elect to present the Play on Broadway and exercise the option under paragraph 10 (a) hereof, the minimum terms of the Approved Production Contact then in use shall become applicable and shall govern the relationship between Author and Producer with respect to the first class presentation in the United States and/or Canada, and the exploitation of otherrights under the Contract. - - If prior to the commercial opening, Producer have become entitled to a share of subsidiary rights in the Play, pursuant to this Agreement, such production shall not affect, limit or reduce such Producer’ share thereof and Producer shall continue to be entitled to receive such share irrespective of the number of performances of the Play and irrespective of anything contained in the Approved Production Contract to the contrary, provided if Producer become - - entitled to a greater share of subsidiary rights pursuant to the Approved Production Contract, Producer shall receive such greater share, but not shares from both contracts. - - In the event Producer shall elect to exercise the option in accordance with paragraph 10 (a) hereof, Then Author shall enter into and execute and deliver the Approved Production Contract within seven (7) days of Producer’ submission thereof to Author. Notwithstanding the failure or omission of Author to execute and/or deliver the said Contract, it is agreed that upon exercise of - - such option, all rights in and to the Play which are granted and transferred to Producer by Author in accordance with the said Contract shall be deemed automatically vested in Producer effective as of the date of the exercise of the - - option, which rights shall be irrevocable under any and all circumstances except in accordance with the terms of the Approved Production Contract. - - 11. Force Majeure - - If Producer shall be prevented from exercising any option hereunder, or if any production of the Play hereunder shall be prevented or interrupted, due to epidemic, fire, action of the elements, strikes, labor disputes, governmental order, court order, act of God, public enemy, wars, riots, civil commotion, illness or any similar or dissimilar nature,such prevention or interruption shall not be deemed a breach of this Agreement or a cause for forfeiture of Producer’ rights - - hereunder, and the time for exercise of such option and/or the time by which the first paid public performance must take place shall be extended for the number of days during which the exercise of such option or presentation of such production was prevented; provided that if a failure to failure to exercise any option or any prevention or interruption of production due to any suchcause shall continue for sixty (60) days, then Author shall have the right to - - terminate Producer’ production rights for the interrupted run or terminate Producer’ right to exercise such option (as the case may be) by written notice to Producer. - - 12. Approvals and Changes - - (a) No changes in the text of the Play shall be made without approval of Author. That Author will assist in the selection of the cast and retain right of approval of the director, musical director, all musical personnel, including arranger and orchestrations, choreographer (if deemed necessary), scenic designer, lighting designer, and costume designer, and cast, including permanent replacements of these personell). Author will retain right of prior - - approval of all design work in all areas for the Play, including graphics and logo. - - It is explicitly understood that Author, Producer and Director (after his/her - - approval by Author) each have the power of veto regarding any decision in the above-noted areas of personnel and design; Such changes shall become the property of Author. Cast, director, scenery, costume and lighting designers, and permanent replacements thereof of all productions of the Play hereunder shall be subject to Author’s approval not to be unreasonably withheld. - - (b) Author shall have approval rights over design of all merchandise, such approvals shall not be unreasonably withheld. - - (c) In any case where the Producer request the approval of Author as provided above and the Producer are unable to obtain Author’s response to such request forty-eight (48) hours after having sent a telegram or fax requesting the same, or personally requesting the same, then Author’s consent and /or approval shall be deemed to have been given. Author shall have the right to appoint in writing a representative to respond to requests for approval. - - Author hereby appoints his agent, __________________________________________________to respond to requests for approval. - - - - 13. Subsidiary Rights - - (a) Subsidiary (Media and Ancillary), Merchandising and Publishing rights proceeds shall be divided equally (50/50) between Author and Producer in perpetuity. - - (b) It is understood that the exercise of these Subsidiary and Publishing rights are dependent upon the Producer presenting a commercial production of the Play; otherwise these rights revert to the Author. - - (c) Beyond the terms of this agreement the text of the ‘Standard - - Approved Production Contract for Musical Plays’ of the Dramatist Guild shall be the guide for definitions and participation with the proviso that the Producer will negotiate the agreements for the sales of subsidiary (media and ancillary) rights in consultation with the Author. - - - - 14. Computation of Royalties - - “Gross weekly box office receipts” shall be computed in the manner determined by the League of New York Theatres and Producer provided, however, that in making such computation there shall be deducted: (a) any Federal admission taxes; (b) any commissions paid in connection with theatre parties or benefits; (c) those sums mandated by local laws which may be paid to others: (d) commissions paid in connection with automated ticket distribution or remote box offices, e.g. Ticketron (but not ticket brokers) any - - fees paid or discounts allowed in connection with credit card sales; (e) subscription fees; and (f) discounts provided to any discount ticket service (e.g. TDF). - - - - 15. Accounting - - Within seven (7) days after the end of each calendar week Producer agree to forward to Author the amounts due as compensation for such week and also,within such time, to furnish office statements of each performance of the Playduring such week, signed by the treasurer or treasurers of the theatre in which performances are given, and counter-signed by Producer or their duly authorized representative. Box office statements and payments due for - - productions presented more than 500 miles from New York City may be furnished and paid within fourteen (14) days after the end of each week, and for productions presented in the United Kingdom or Ireland, within forty-five (45) days. In cases where Author’s compensation depends on operating profits or losses, weekly operating statements shall be sent to Author with payment. - - - - 16. Billing Credits - - In all programs, houseboards, painted signs and paid advertising, show logo and graphics of the Play under the control of the Producer, (except marquees, ABC and teaser ads and small ads where no credits are given other - - than to the title of the Play, the name(s) of the star(s) if any, the name of the theatre and/or one or more critics’ quotes), credit shall be given to Author. - - The name of Author shall be in type at least sixty (60%) percent of thesize, boldness and prominence of the title of the Play or the size and prominence of the star(s) whichever shall be larger. No names except that of the star(s) or a director of prominence shall be more prominent than Author’s name, and no names other than the star(s) or Producer shall appear above that of the Author. Authors name will always be segregated from and above any block containing design teams names. - - Wherever credits are accorded in connection with the Play in a so-called “billing box” pursuant to which the Author is entitled to credit, the size of both the Author’s and Producer’ credits shall be determined by the size of the title of - - the Play in such “billing box” and shall appear only in the billing box. - - No inadvertent failure to accord the billing herin provided shall be deemed a breach hereof, unless the same shall not be remedied promptly upon written notice from Author to Producer. - - - - 17. House Seats - - Producer shall hold one (1) pair of house seats for Author or his designee, for all commercial, off-Broadway or touring performance of the Play in New York City, and two (2) pairs for each Broadway performances located in the first ten (1) rows of the orchestra. Additionally Author shall have the right to purchase four (4) additional pairs of seats in good locations for Opening Night. - - Such house seats shall be held seventy-two (72) hours prior to the scheduled performance and shall be paid for at the regularly established prices. Author acknowledges and agrees that the theatre tickets made available hereunder cannot, except in accordance with the regulations promulgated by the office of - - the Attorney General of the State of New York, be resold at a premium or otherwise, and that complete and accurate records will be maintained by him, which may be inspected at reasonable times by a duly designated representative of Producer and/or the Attorney General of the State of New York, with respect to the disposition of all tickets made available hereunder. - - - - 18. Radio and Television Exploitation - - Producer shall have right to authorize one or more radio and/or television presentations of excerpts from Producer’ production of the Play (each such presentation not to exceed fifteen (15) minutes) for the sole purpose ofexploiting and publicizing the Play, including presentation on the Antoinette Perry Award (Tony) television program and similar award programs, provided - - Producer receive no compensation or profits (other than reimbursement for out of pocket expenses), directly or indirectly, for authorizing such radio or television presentations. - - - - 19. Right of Assignment - - Producer shall have the right to assign this Agreement to a partnership in which Producer, or an entity controlled by Producer, are a general partner; to a joint venture or to a corporation in which either is one of the controlling principals. Any other assignments will require the Author’s approval in writing, which approval shall not be unreasonably withheld. - - - - 20. Ownership of Copyright and Ideas Contributed by Third Parties - - The Author shall control the uses and disposition of the Play except as otherwise provided hereunder. All rights in and to the Play not expressly granted to Producer hereunder are hereby reserved to Author and for Authors’ use and disposition. All ideas with respect to the Play, whether contributed by the director, or a third party, shall belong to the Author. Any copyright of the Play,including any extensions or renewals thereof throughout the world, shall be in - - the name of the Author. - - - - 21. Limitations on Use of Costume and Scenery Designs - - Pursuant to the rules and regulations of the United Scenic Artists, - - Designing Artists and Theatrical Costume Designers’ Contract, Author undertakes and agrees that Author will no sell, lease, license or authorize the use of any of the original designs of scenery and costumes created by the designers under the standard Scenic Designing Artists and Theatrical Costume - - Designing Contracts for the productions, without the designer’s consent to Producer consent. - - - - 22. Future Right of First Refusal - - It is understood that it is the intention of the parties of this Agreement (the Author and the Producer) to work together on future projects. The Author grants the Producer right-of-first-refusal to new works of his under whatever conditions he deems necessary. The Producer agrees to accept or decline such opportunity within ninety (90) days. - - - - 23. Notices - - Any notice to be given hereunder shall be sent by registered or certified mail, return receipt requested, or telegraph or cable addressed to the parties at - - their respective addresses given herein, or by delivering the same personally to the parties at the addresses first set forth herein. Any party may designate a different address by notice so given. Copies of all notices shall be sent to: - - ____________________________________________________________________________________________________ - - - - - - - - - - 24. Arbitration - - Any dispute or controversy arising under, out of, or in connection with this Agreement or in the making or validity thereof, its interpretation or any breach thereof, shall be determined and settled by arbitration by one arbitrator who shall be selected by mutual agreement of the parties hereto, in Los Angeles, CA, pursuant to the Rules of the American Arbitration Association. The arbitrator is directed to award to the prevailing party reasonable attorney’s - - fees, costs and disbursements, including reimbursement for the cost of witnesses, travel and subsistence during the arbitration hearings. Any award rendered shall be final and conclusive upon the parties and a judgement thereon may be entered by the appropriate court of the forum having jurisdiction. - - - - 25. Applicable Law, Entire Agreement - - This Agreement shall be deemed to have been made in Los Angeles, CA and shall be governed by California law applicable to agreements duly executed and to be performed wholly within the State of California. This Agreement shall be the complete and binding agreement between the parties and may not be amended - - except by an agreement in writing signed by the parties hereto. - - - - 26. Successors and Assigns - - The terms and conditions of this Agreement shall be binding upon the respective executors, administrators, successors and assigns of the parties hereto, provided, however, that none of the parties hereto shall, except as otherwise herein provided, have the right, without the written consent of the parties, to assign his or her rights or obligations hereunder, except the right toreceive the share of the proceeds, if any, from the Play, payable to such party - - hereunder. - - - - - - - - 27. Computation of Paid Public Performances - - All computations of “paid public performances” pursuant to any part of this Agreement shall not include any developmental performances in the computation. - - IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and year first above written. - - - - - - - - Author - - Date - - - - - - - - - - - - - - - - Producer - Date - - - -