Takara Agreement
From S7
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TOP SECRET -- EYES ONLY
Interoffice Memorandum SECTOR SEVEN
TO : THE DIRECTOR DATE: 11-03-83
FROM : AGENT M. R. SOLOND
SUBJECT: TAKARA AGREEMENT
Pursuant to your instructions, an agreement has been
tentatively reached with the Takara Corporation.
The agreement has been attached hereto for your
approval.
Attachment.
TOP SECRET -- EYES ONLY
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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
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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.
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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
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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
commenced.
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:
______________________________ _____________________________
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