For
Filmmakers
Memorandum of Agreement
Dated:
Between:
(hereinafter called the 'Proprietor') which
expression where the context so admits, shall
include the Proprietor's copyright holder/ director/
producer of the one part
and
Clearinghouse of South Asian Non-Fiction Films
Film South Asia, Himal Association
P.O Box 166
Patan Dhoka
Lalitpur
Nepal
(hereinafter called the 'Distributor') which
expression where the context so admits, shall
include their successors and assigns of the other
part.
The agreement concerns the following work:
Film (s): hereinafter called the Work(s)
Format: (Beta, VHS, DVD)
1) ..........................................................................................
2) ..........................................................................................
3) ..........................................................................................
4) ..........................................................................................
Description: Director: Copyright Holder:
(non-fiction/documentary)
1) .................................. ...................................
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2) .................................. ...................................
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3) .................................. ....................................
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4) .................................. ....................................
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1. Delivery and Approval
(a) The Proprietor undertakes to deliver at no
cost to the Distributor one Beta OR 3 VHS (1 Pal,
2 NTSC) copies of the Work(s) in good quality,
together with written permission for the use of
up to 10 percent of the material included in the
Work(s) for publicity purposes.
(b) The Proprietor that supplies only VHS copies
to the Distributor shall at no cost to the Distributor
supply further VHS copies of the Work in the event
of sale of the copies available with the Distributor.
(c) Please tick the option desired:
• For packaging of the Work(s) the Proprietor
will provide the design of the front dust jacket
and a synopsis of the Work(s) with a half page
space on the back dust cover for information on
the Distributor.
• For packaging of the Work(s) the Distributor
will design the dust jacket. This design will
be the Distributor's standard design. The Proprietor
will provide a synopsis of the Work(s).
(d) The Proprietor has the option of providing
the Distributor a copy of the Work(s) for the
Clearinghouse Archives. This copy of the Work(s)
will be provided in addition to the Beta or 3
VHS copies for sale and will also be used for
promotional purposes by the Distributor.
(e) All costs of shipping of the Work(s) from
the Proprietor to the Distributor will be borne
by the Proprietor.
2. Grant of Rights
(a) The Work(s) will be distributed by the Distributor
on a non-exclusive basis, where non-exclusive
means that the Proprietor retains full rights
to sell, distribute the Work (s) to other parties.
(b) The Proprietor will inform the Distributor
of all other distributors of the Work (s) and
their respective territories, if any.
(c) The Distributor will make sales of the Work(s)
on the understanding that they are for non-commercial
and non-broadcast purposes, where non-commercial
refers to private/educational viewing and where
there is no charge levied on viewing the Work(s).
(d) In return for the payments set out in Clause
4 below, the Proprietor grants to the Distributor
the right to distribute the Work(s) throughout
the world and has first right to sell to a buyer
that contacts the Distributor or is contacted
by the Distributor.
(e) The Distributor shall have the right to
make copies of the Work(s) for distribution in
VHS (Pal), VHS (NTSC) or DVD format for sale,
if the Proprietor has provided Beta copy. In such
case the Distributor shall inform the Proprietor
of the format and number of copies made of the
Work(s).
(f) The Distributor has the right to return
any copy of the Work(s) delivered by the Proprietor,
which it deems, is not of the required quality.
The cost of return of such Work(s) will be borne
by the Proprietor
3. Validity of Agreement
(a) This Memorandum of Agreement is valid for
a period of three years from the date of signing
of the agreement.
(b) In the event of change of copyright of the
Work(s), the Proprietor will inform the Distributor
of the change. In such an event, the Memorandum
of Agreement with the former copyright holder
will terminate.
4. Pricing and Commission
(a) The Proprietor quotes the following amounts
for the Work(s) mentioned below:
Work Price (USD) - Individual/South Asia
Price
(USD) - Institutional/Overseas
Price
(USD) - Individual/South Asia
Price
(USD) - Institutional/Overseas
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2) ............. .............. ................
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3) ............. .............. ................
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4) ............. .............. ................
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(b) The above quote includes a commission of 40
percent for the Distributor for every copy of
the Work(s) sold if the Proprietor has provided
the copies. This commission will include cost
of packaging, promotion, correspondence, advertising
and storage, which will be borne by the Distributor.
(c) The above quote includes a commission of
60 percent for the Distributor for every copy
of the Work(s) sold if the Proprietor provides
the Beta of the Work(s) to the Distributor with
the authority to the Distributor to make copies
of the Work(s) for sale.
(d) In the case of new releases, a Premium charge
of 20 percent over and above the prices quoted
in Clause 4 (a) will be quoted for a year from
the date of release. This 20% premium shall apply
to the Work(s) mentioned in 4 (a) ............................................
till the end of the first year period ending on.................................................
The commission of 40 percent or 60 percent as
applicable and pursuant to Clause 4 (b)/ 4 (c)
will be charged on this premium price.
(e) The Distributor shall inform the Proprietor
at the end of every calendar year, of all sales
of his/her Work (s).
5. Remittance
(a) Payment to Proprietor for sale of Work(s)
shall be made by Bank Transfer, Cheque, Bank Draft
or any other convenient means.
(b) Bank charges on the transfer of monies to
the Proprietor from the Distributor will be deducted
from the payment to be made to the Proprietor
from sale of his/her Work(s) and pursuant to Clause
4 (a).
(c) Payments due to the Proprietor from sale
of Work(s) by the Distributor will be made at
the end of every calendar year.
6. Warranties and Indemnities
The Proprietor warrants to the Distributors the
following:
(a) That the Proprietor has full power to make
this agreement, that the Work(s) is an original
work, and is in no way whatever an infringement
of any existing copyright license.
(b) The Work(s) contains no defamatory or otherwise
unlawful matter, or any matter in breach of Official
Secrets Acts or any matter which invades any individual's
rights of privacy and that all statements in the
Work(s) purporting to be facts are true.
(c) In the event of any claim being made from
a buyer or third party for breach of copyright,
the Distributor may retain any sum due from the
Distributor to the Proprietor until the final
settlement of such claims. Such sums retained
by the Distributor shall be used by them to set
off any liability of the Proprietor to the Distributor.
(d) The Work(s) is capable of protection by
copyright in all territories of which rights are
granted to the Distributors pursuant to Clause
2.
(e) The Proprietor shall indemnify and keep
the Distributor and any party whom the Distributors
indemnify in the ordinary course of their business,
indemnified against any loss, injury or damage
occasioned to the Distributors in consequence
of any breach of warranties or arising out of
any claim alleging that the Work(s) constitutes
in any way a breach of these warranties. The indemnification
shall include any legal costs or expenses and
any compensation costs and disbursements paid
by the Distributors on the advice of Counsel to
compromise or settle any claim. The Distributors
shall in the normal course of events consult with
the Proprietor before settling any claims.
(f) The above warranties and indemnities shall
survive the termination of this agreement.
7. Death, Illness or Incapacity of Proprietor
(a) In the event of the death, illness or incapacity
of the Proprietor, the Distributors shall remit
all payments due to the Proprietor to his/her
next of kin, where an Institution, Organisation,
Copyright Holder or any such third party, does
not represent the Proprietor.
(b) In the event of the death, illness or incapacity
of the Proprietor and where the Proprietor is
not represented by a third party, this Memorandum
of Agreement will terminate. Where a third party
represents the Proprietor, this Agreement will
remain valid with the third party till its expiration.
8. Option
(a) At the expiry of this Memorandum of Agreement,
this agreement will be automatically renewed unless
otherwise specified by the Proprietor or Distributor.
(b) In case of non-renewal of the Agreement,
the Beta and all VHS copies will be returned to
the Proprietor at the Distributor's cost and all
payments due settled within six months of expiry
of the Agreement.
Signature:(Distributor) Signature: Proprietor
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Clearinghouse of South Asian Non-fiction films
Himal Association
Lalitpur, Nepal
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