Takara Agreement

From S7

Jump to: navigation, search

(back to SectorSeven)


              TOP SECRET -- EYES ONLY

Interoffice Memorandum     SECTOR SEVEN

TO   :    THE DIRECTOR                 DATE: 11-03-83



          Pursuant to your instructions, an agreement has been
tentatively reached with the Takara Corporation.

          The agreement has been attached hereto for your


              TOP SECRET -- EYES ONLY


          negotiation of an Option Agreement, then the Term
          shall be extended for a maximum of sixty (60) days for
          the sole purpose of concluding such negotiation or
          negotiations (the "Extension Period").
Ownership: As between S7 Industries and Takara, S7 Industries
          shall solely and exlusively own and control,
          throughout the universe in perpetuity, all rights of 
          every kind and nature now known or hereafter created
          in connection with the Property or the Picture, and
          any materials based thereon (including the Pitch
          Materials), in whatever stage of completion as may
          exist from time to time, including: (i) the copyright
          and all rights of copyright; (ii) all of the results,
          product and proceeds of Takara's services hereunder,
          if any; (iii) all original ideas in connection
          therewith; and (iv) all rights generally known a[s]
          "moral rights of authors" (collectively, the "Work
          Product"). Takara acknowledges that the results,
          product and proceeds of his services  (including the
          Work Product) are being specially ordered by S7
          Industries for use as part of a motion picture and
          shall be considered a "work made for hire" for S7
          Industries and, therefore, S7 Industries shall be the
          author and copyright owner in any and all
          copyrightable subject matter thereof for all purposes
          throughout the universe without limitation of any 
          kind, and, as such, S7 Industries shall have the 
          right, in S7 Industries' sole discretion, to make any
          changes to the Work Product. If and to the extent that
          all or any of provisions and rights set forth
          above do not operate to vest fully and effectively in
          S7 Industries, Takara hereby grants and assigns to S7
          Industries all future copyright) throughout the 
          universe in perpetuity in and to the Work Product,
          free from all restrictions and limitations together
          with the rights generally known as the "moral rights
          of authors" (which to the extent such "moral rights of
          authors" may not be granted are hereby expressly
          waived) and (subject to the terms hereof) the 
          exclusive right to develop, sell, distribute and
          otherwise market and exploit the Work Product, any
          works based thereon, and all components thereof  in
          and by any means, media, devices, processes and
          technology, whether now or hereafter known or created
          throughout the universe in perpetuity.
No Obligation: Nothing contained herein shall be construed as
          obligating S7 Industries to enter into any Option 
          Agreement or other agreement with a Third Party or, if


THIS PITCH AGREEMENT is made as of March 15 (the "Start Date")
by and between S7 Industries, Inc. ("S7 Industries") and Takara,
Inc. ("Takara") with respect to the below-defined Property.

Property: The Property shall be defined as the characters,
          character names, locations and storylines from the
          TRANSFORMERS, it being understood that TRANSFORMERS is
          one of the computer game projects under development by
          S7 Industries.  The Property expressly but without
          limitation shall not include any characters, character
          names, locations, and/or storylines from any other 
          computer game, including but not limited to Beast 
          Wars, Generation 2, Transformers: The Movie, or any
          copyrights therein or thereto as well as any 
          trademarks owned, used or adopted for use in
          connection with the foregoing.

Attachment: Takara shall use his best efforts to develop,
          package and market the Property to obtain a deal to
          develop, finance, produce and distribute a theatrical
          motion picture or pictures based on the Property (the 
          "Picture"). In consideration of Takara's best efforts,
          S7 Industries grants to Takara the exclusive right,
          for a period of nine (9) months commencing on the
          Start Date (the "Term"), to pitch, present and submit 
          the Property to major motion picture studios,
          television studios/networks, and production companies
          and other financially responsible third parties prior
          approved in writing by S7 Industries (collectively,
          "Third Party") for the development, financing,
          production and/or distribution of the "Picture".

Approvals: S7 Industries shall retain the right of approval over
          all verbal and/or written pitch and presentation
          materials, submissions and/or presentations to Third
          Parties (collectively, the "Pitch Materials").
          Accordingly, Takara shall not use any Pitch Materials
          without S7 Industries' prior written approval thereof.
          Furthermore, S7 Industries shall have the right to
          attend all pitch meetings and presentations
          (collectively, the "Meetings"), and Takara shall 
          provide S7 Industries with 5 days prior written notice
          of each Meeting. Also, Takara shall deliver to S7 
          Industries copies of any written offers or other
          communications, and/or descriptions of any verbal
          offers or other communications, received by Takara
          from Third Parties concerning the Property, in each
          case promptly upon Takara's receipt of such offer
          and/or communication.


Third Parties: If S7 Industries and a Third Party approved by S7
          Industries mutually desire to enter into negotiations 
          to develop, finance, produce and/or distribute the
          Picture, then: (i) Takara may negotiate its own deal
          with a Third Party for services in connection with the
          Picture ("Production Agreement"), which Production
          Agreement shall be subject to the prior written
          approval of S7 Industries, not to be unreasonably
          withheld; and (ii) S7 Industries may negotiate its own
          deal with Third Party for the option to develop,
          finance, produce and/or distribute the Picture
          ("Option Agreement"). Any Production Agreement
          negotiated by Takara with a Third Party must: (a) be
          made expressly contingent upon such Third Party
          executing an Option Agreement with S7 Industries; and
          (b) include rights ownership (including copyrights)
          terms and conditions that are acceptable to S7
          Industries.  Any Option Agreement negotiated by S7
          Industries with a Third Party must be made expressly
          contingent upon such Third Party executing a
          Production Agreement with Takara. However, nothing
          contained in this Agreement may or shall be construed
          as obligating either Takara to enter into a Production
          Agreement and/or S7 Industries to enter into an Option
          Agreement.  Post-Term:   If on or before the end of
          the Term, Takara has entered into a Production
          Agreement and S7 Industries has entered into an Option
          Agreement, then each party's obligations to the other
          shall be as respectively stated in the Production 
          Agreement and the Option Agreement and/or as otherwise
          agreed in writing by the parties.

          If, however, on or before the end of the Term or the
          below-described Extension Period (if any), Takara has
          not entered into a Production Agreement and/or S7
          Industries has not entered into an Option Agreement,
          then neither party shall have any further obligation
          of any kind to the other in respect of the Property or
          the Picture (including without limitation under this
          Pitch Agreement) except as may be otherwise agreed in
          writing between the parties.  It is further understood 
          and agreed that, after the end of the Term, S7
          Industries shall retain all rights of every kind and
          nature in and to the Property and Picture.
Extension: If, on or before the end of the Term and 
          notwithstanding anything to the contrary stated above,
          Takara has commenced and is in active, bona fide
          negotiation of a Production Agreement and/or S7
          Industries has commenced and is in active bona fide


          S7 Industries does enter into an Option Agreement or
          other agreement with a Third Party, to negotiate or
          accept any specific terms of conditions in connection
          therewith, or to use or exploit the Property of the
          Picture or to continue any use or exploitation if

General:  The terms and conditions stated in this Pitch
          Agreement: (i) set forth the entire understanding and
          agreement of the parties with respect to the subject
          matter hereof; (ii) supercede and replace all prior or
          contemporaneous written or oral understandings and
          agreements between the parties with respect to the 
          subject matter hereof; (iii) shall be governed by and 
          construed in accordance with the laws of the State of 
          Rhode Island, U.S.A., without giving effect to
          principles of conflicts of law; (iv) shall be binding
          upon and inure to the benefit of each party and their
          successors and assigns provided that Takara may not
          assign or otherwise transfer its rights or obligations
          under this Deal Memo without S7 Industries' prior
          written approval; and (v) may not be modified and
          amended except in a writing signed by both parties.

IN WITNESS WHEREOF, the parties have caused this Pitch Agreement
to be executed by signing in the appropriate space below.

S7 INDUSTRIES, INC.                TAKARA, INC.

By:___________________________     By:__________________________
Title:                             Title:
______________________________     _____________________________
Personal tools