א-דורה הסכם נוסף לחתימה בין נחום שחף והמפיק של אסתר שפירא מהטלוזיה הגרמנית

PURCHASE  -  A G R E E M E N T

 

 

BETWEEN          NAHUM SHAHAF

 

                               (hereinafter referred to as the ”Owner”)

 

 

AND                      TELEPOOL Europäisches Fernsehprogrammkontor GmbH,       Sonnenstrasse 21, D-80331 München,

 

                               (hereinafter referred to as ”Telepool”)

 

 

1.   Subject Matter of Contract

 

(1)  Owner is a scientist having made intensive research with regard to Mohammed Aldure’s  death. Owner is able to proof that Mohammed Aldure is still alive or – in case of his later death – that TV footage (Mohammed Aldure killed by Israeli soldiers) is a fake. This proof includes ballistic reconstructions, interviews and other content being the result of Owner’s research and/or collected by him (hereinafter the “Material”).

 

(2)  Purchaser is an international distribution and production company intending to produce and distribute a Documentary (hereinafter referred to as “the Documentary”) basing on the Material and/or to distribute the Material itself or parts thereof for news purposes. 

 

(3)  The Owner agrees that he is willing to permit Purchaser, and any of Purchaser’s successors, licensees or assigns, on the terms and conditions herein contained to exploit Owner’s story rights, and any of the material furnished by Owner or others to Purchaser, or in the public domain, involving Owner’s story.

         

 

2.   REALIZATION OF THE PRODUCTION

 

(1)  Production will start immediately after execution of this Agreement. Owner will contribute to the production by the following means:

 

·    Delivery of the Material

·    Giving an interview to Purchaser or its representative

·    Assistance during research and shooting

 

(2)  Owner will be presented in the Documentary as the leading investigator of the case in Israel and all his results and findings will be presented accordingly.

 

(3)  The making of the documentary, implying journalistic research and all creative decisions are at Purchaser’s sole discretion. Purchaser will have the Documentary produced by Esther Schapira of HESSISCHER RUNDFUNK who will also direct the Documentary and be responsible for all creative matters in this context.

 

 

3.   RIGHTS OF EXPLOITATION

 

(1)  Owner grants Telepool the following sole and exclusive rights of exploitation of the Material as well as of the Documentary basing on or resulting from the use of such Material for unlimited exploitation in accordance with the Terms and Conditions agreed upon in this Agreement:

 

·        to publicize, broadcast, prepare, publish and copyright publications in newspapers, magazines and periodicals of all types, of any synopses, excerpts, summaries, and stories of the Material or any part thereof, and the right to present and distribute the material worldwide in all media as news material use such as in newspapers, magazines and other periodicals as well as internet and radio, and all other media whatsoever,

 

·        to produce a documentary TV-production - content and format at Purchaser’s discretion - based upon or adapted in whole or in part from the Material, or any part thereof, and

 

·        to distribute, exhibit, broadcast, perform, sell, license for exhibition, exploit, dispose of and generally deal in any manner with the Documentary, excerpts or parts thereof without limitation worldwide in perpetuity. This shall include the Cinematic Rights, Ancillary Rights, Video Rights, Call on-/On-Demand Rights, Free TV Rights, Pay TV Rights, Pay-per-View Rights, Interactive Multimedia Rights, Novelization and Publishing Rights, as defined in the Schedule of Definitions.  TV shall include but not be limited to Radio Broadcast. Novelization and Publishing Rights shall only be licensed as far as necessary for Press (such as newspapers, magazines and other periodicals)  and Radio distribution of the content as contained in the Material and the Documentary also in an adapted form.

 

(hereinafter abbreviated : “The Rights Granted”)

 

(2)  in the License Territory of:

 

                                               WORLDWIDE

         

          (hereinafter abbreviated ”the Territory”)

 

(3)     in  all Language Versions (dubbed, subtitled, voice over and all other)

 

 

(4)     during the License Period of:

 

IN PERPETUITY     

 

starting upon execution of this Agreement.

 

 

 

          5.   TELEPOOL’S FINANCIAL CONTRIBUTION

 

a)  Amount:                                                            

 

As a financial contribution for all of Owners services as well as the Rights Granted as per this agreement TELEPOOL shall pay to Owner

 

 

Case 1:                        US$ 100.000,--

(US Dollars one hundred thousand)

If, in addition to all other of Owner’s services and rights granted, Mohammed Aldure will be presented alive on camera or the father will be interviewed and tells in front of the camera (filmed by Esther Schapira and her film team) the whole truth proving that Mohammed has not been shot by Israeli soldiers, or

 

 

Case 2:                         US$ 15.000,--

(US Dollars fifteen thousand)

If Case 1 cannot happened, for all other  of Owners services as well as the Rights Granted as per this agreement

 

License Fee is net of Telepool’s bank commission charges for cheques and direct transfers.

 

The foregoing amount is not subject to VAT, pursuant to the Israel General Tax Code.

The withholding tax shall be deducted from the amount and/or installments to be paid and, if necessary, paid by Telepool to the relevant tax authorities according to the law applicable in its country. Notwithstanding the foregoing Owner shall return to Telepool the supporting documents to enable Telepool that it is current with its taxes and to apply for a Certificate of Tax Exemption from the respective tax authority according to the Double Taxation Convention between Israel and Germany for the tax withheld. Upon receipt of the Certificate of Tax Exemption from the German tax authority Telepool shall pay to Owner the sum withheld or the appropriate portion thereof, such as admissible according to the applicable Double Taxation Convention and authorized in the relevant Certificate of Tax Exemption.

 

 

b)  Payment Terms:

 

100 %      case 1:    upon delivery and Acceptance of the Materials and completion of the interview sequences with the boy and/or his father, or

                 case 2:    upon delivery and Acceptance of the Materials, if case 1 is not applicable.

 

All payments to be made by Telepool to the Owner shall only be made on receipt of Owner’s invoice.

 

6.   DISPOSITION of Revenues

 

a)      Telepool’s Net Revenues derived from the exploitation of the Material as well as of the Productions (hereinafter referred to as “Net Receipts”) shall be payable as follows:

 

                                      50% to Owner

and

                                      50% to Telepool,

 

Telepool shall be entitled to recoup the Guarantee Payment of USD 100.000,-- (Case I) or USD 15.000,-- (Case 2) whichever the case may be, from the Owner’s share of such income and may retain such percentage of the Revenues for itself until the Guarantee Payment is recouped. After recoupment Owner’s share will be paid to Owner.

 

         

b)      “Net Receipts” mean for the Documentary and the Material the sum on a continuous basis of all moneys and/or considerations of any kind actually received by Telepool from the exploitation of the Material or any Production produced by Telepool as well as all monies and/or considerations received by Telepool, however,  less only a flat overhead deduction of 20% for Telepool’s out of pocket costs.

          For the purpose of determining Owner’s share of Cinematic Gross Receipts, all such Gross Receipts shall be calculated at the level at which payments are actually received by Telepool and shall not include any co-production investment of a German broadcaster such as HR.

 

 

 

7.   Accountings

 

a)         Following the German release:                 half yearly accounting.

 

 

b)    45 days at the latest after the end of each accounting period, a statement must be forwarded by Telepool showing the latest information received by Telepool during such period and necessary for the understanding of such royalty report and the amount of royalty due to Owner, if any.

 

Each such statement shall be followed by a remittance in favour of the Owner for the amount shown due to the Owner thereunder but subject to the recoupment provisions hereof.

 

All payments to Owner shall be made according to the following bank details and Telepool will make the indicated payments by wire transfer, free of any transmission charges, to the following account:

 

Bank Name:          

Account Name:    

      

8.   Telepool’s undertakings

 

Telepool shall endeavor to exploit the Material and Rights Granted in a businesslike manner, however, it shall neither be legally obliged to do so nor be liable to the Owner in the event of claim by Owner that the level of exploitation was not sufficient.

 

 

 

9.   SUBLICENSING

 

Telepool is entitled to sublicense all rights licensed to it as per this contract to third parties in whole or in part and to grant such parties exclusive and non-exclusive exploitation rights as well as the right to sublicense.

Telepool remains responsible for all obligations and payments under the Agreement.

 

 

 

10.   ADDITIONAL RIGHTS GRANTED

 

Telepool shall be entitled to and Owner grants to Telepool the rights to:

 

- duplicate or reproduce the material delivered by the Owner in any manner or number required and/or to have such duplication made by a third party for use in accordance with this Agreement,

 

- to dub and/or subtitle the Material as well as any Production into the authorized Language Version,

 

- to adapt, to rearrange, to edit and/or to shorten the Material as well as any Production at its discretion and/or to transfer these rights to third parties,

 

- to portray, impersonate or fictionalize Owner’s name, likeness and biography in the productions, and to make use of incidents which have occurred in relation to the Material,

 

- to choose a title for the Productions at its discretion,

 

- to include before the beginning or after the end of the Productions the credit or logo of Telepool and/or its respective subdistributor

 

- to advertise, publicize, and promote the Productions in all media and to include in all such advertising and promotion or publicity the name, voice and likeness of any Person rendering materials or services on the Documentary and the Material.

 

 

 

 

 

 

 

 

 

 

 

11.   EXCLUSIVITY AND CONFIDENTIALITY

 

Owner represents and warrants to Telepool that the Rights granted to Telepool have not previously been granted to or exploited by any person or entity within the Territory. Owner will keep the Material as provided to Telepool strictly confidential and he will not grant to any third party any exploitation right to the Material as licensed by this Agreement. After transmission of the Documentary in Germany Owner is free to give interviews to the press in order to justify his position and the  results of his research as shown in the Documentary. Notwithstanding the foregoing and for the avoidance of doubt Owner will not provide, license, sell, distribute the Material or parts of it as licensed to Telepool to any third party. Furthermore, Owner is not entitled to disclose, provide, license, sell, distribute any of the material as created or shot by Telepool or its representative (i.e. Esther Schapira and her Team) to a third party and will keep the results embodied in such material strictly confidential.

 

 

12.   DELIVERY

 

 

Owner shall deliver to Telepool the Materials as specified in the Delivery Deal Terms (The Delivery Materials) by August 15, 2001 at the latest (The Delivery Date). The Delivery Date is of the essence of this Agreement. The Material shall contain all documents, recordings, shootings, interview material etc. necessary for the purpose as mentioned in Section 1 (1). Telepool’s financial contribution depends on the fact if the Material is sufficient for Case 1 or Case 2 as stipulated  in Section 5.

 

Notwithstanding the foregoing both parties agree upon the following: If Owner delivers the Material for Case 2 in time but is not able to provide the Material for proof of Case 1 within the Delivery Date Telepool will not terminate the Agreement and Owner will offer the Case 1 material as soon as he has access. In this case Telepool has the choice (i) either to accept the Material and to pay the Case 1 Fee as per Section 5 a) or (ii) to refuse the material and to pay only the Case 2 Fee at its discretion.

 

 

13.   RESIDUALS

 

 

Owner shall be solely responsible for any residual and other additonal or supplemental payments required to be made by reason of the distribution or other exploitation of the Documentary and the Material in the Territory, as per this Agreement and/or the Reserved Rights.

 

 

 

 

 

 

14. COPYRIGHT:

 

Telepool shall be solely and exclusively entitled to secure copyright registration of the Documentary or any adaptations of it in all countries of the world under any now existing or hereafter created laws, regulations or rules, in its own name or any other person, firm or corporation.

 

 

15.   REMAKE / SEQUEL RIGHTS

 

 

Notwithstanding anything herein to the contrary Telepool shall have the right of first negotiation and last refusal with respect to the distribution of any and all remakes, sequels, prequels and television programs and/or series (as those terms are commonly understood and used in the entertainment industry).

 

 

16.   Attachments

 

All the following parts of this Agreement shall be incorporated in the License Agreement and will be interpreted together to form one Agreement. Where not defined where they first appear, words used in this Agreement are otherwise defined in the following Attachments or, if not, in accordance with industry custom.

 

General Terms and Conditions

Schedule of Definitions

 

In the event of any inconsistency or contradiction between the provisions of The General Terms and Conditions, The Delivery Schedule and the Main Agreement the Main Agreement shall prevail. For the avoidance of doubt the words ”the Licensee” shall be deemed to mean ”Telepool”, ”the Film” and/or ”the Production” and/or “the Picture” shall mean ”the Documentary and the Material”, “Licensor” shall mean “Owner”. ”Will” or ”shall”  means a party has the obligation to act or refrain from acting as indicated.

 

 

Date of the Agreement:

 

 

                                                                       

                                                                        TELEPOOL Europäisches Fernseh-

                                                                        programmkontor GmbH

 

 

 

 

________________________________                                                                                                                      Dr. Thomas Weymar

 

(Owner)                                                          (Licensee)