Precision brings effectiveness.

Extracts from the co-production contract, drafted by our counsel Maître Jean-Christophe Lardinois, Lawyer specialised in cultural and creative industries at the Brussels Barreau, as a basis for discussions:

CO-PRODUCTION AGREEMENT

 « … The Belgian Group, the English Group and the French Group are collectively referred to herein as the “Groups” or the “Three Groups”.

 « WHEREAS the above-mentioned Groups intend to co-produce within the framework of the European Convention on Cinematographic Co-Production (the « Treaty »), a feature-length motion picture film provisionally or definitively entitled « The Falcon Theorem » based upon the screenplay written by Philippe Cornette. »

 « ARTICLE 1:       OBJECT

 1.1      In consideration of the premises and the mutual covenants and agreements herein contained, the Groups hereto agree:

 1. a) to prepare, produce and exploit in accordance with the terms of this co-production agreement (the “Agreement”) and within the framework of the Treaty, a feature length motion picture provisionally or definitively entitled « The Falcon Theorem« , of a running time of approximately 110 minutes in the English language, subtitled into the French language, in color, 35mm, based upon the screenplay written by Philippe Cornette (the « Screenplay ») and to be directed by Philippe Cornette (the « Picture »). 

 1. b) to the direct or indirect exploitation and distribution of the Picture worldwide, in the original English version or French sub-titled version and any other versions, or dubbed or subtitled into any language, in all known or yet to be discovered formats and means; and 

1. c) to the sharing of all revenues to be gained from said exploitation and distribution; 

1.2      Each Group’s liability and responsibility shall be limited to the undertakings stipulated hereunder and in particular to their undertakings toward third parties.  In no event, however, shall one of the Groups be held liable for the other Group’s undertakings even if such undertakings relate to this Agreement.

 1.3     This Agreement is not to be construed as a partnership among the Groups. 

1.4      The Groups agree to execute all documents and do all such further acts reasonably required by each Group and consistent with this Agreement:

           a) to ensure that the Picture qualifies as an official European Co-production under the Treaty;

         b) to enable the English Group to conclude a UK sale and leaseback transaction (the “S&L Transaction”), subject to the terms of this Agreement; and,

         c) to enable the Belgian Group to conclude a Belgian Tax Shelter transaction  subject to the terms of this Agreement.

 ARTICLE 2:       COPYRIGHT AND OWNERSHIP

 2.1      The English Group represents that it is the exclusive owner of all rights including copyright in and to the Screenplay as well as all ancillary rights necessary for the production, exploitation and distribution of the Picture (the “English Rights”).  The list of agreements comprising the complete chain of title is annexed hereto as Exhibit “A”.

 2.2      The English Group represents having fully paid all amounts contractually due and payable to the authors and copyright holders for the assignment of their rights in and to the Screenplay;

 2.3      The English Group undertakes to hold the French Group and Belgian Group harmless as to any or all claim, cost, loss, damage, liability as well as any expense incurred or resulting from a contractual claim or otherwise relating to the chain of title, the copyright or the representations made by the English Group in connection with these presents and in particular within this section.

 2.4      By the present, the English Group hereby assigns, transfers and sells to the present coproduction, all of the English Rights.

 Therefore the English Rights and all rights (including the copyright) (hereinafter the « Rights« ) in and to the Picture will be held by the English Group and following the execution hereof and so long as the other Groups are not in breach of the provisions hereof, acquired by the French Group and the Belgian Group such that completed Picture (including all copyright, musical rights, literary rights, sound rights, etc) and the Rights, shall become the property of the Three Groups in the following proportions:

 – Belgian Group:                 xxxxx% (xxxxx percent)

– English Group:                 xxxxx% (xxxxxx percent)

– French Group:                  xxxxx% (xxxx percent)

 2.5      All rights granted, transferred and assigned hereunder, and all ownership rights in and to the Picture, including copyright and rights of exploitation under Article 8 hereunder (other than those rights specifically reserved to an individual Group pursuant to this agreement and which refers to percentages) shall be apportioned among the Groups hereto in the same proportion as their investments which shall not be less than 20%, all in accordance with the provisions of the Treaty.

 2.6      None of the Groups, without the prior written consent of the other Groups shall grant any mortgage, pledge, lien, assignment or other preferential right over the corporeal or incorporeal elements of the Picture or over its share of the revenues (“Security”) save with respect to any financial investor who may have advanced sums to a Group in connection with its contributions hereunder. It is acknowledged by the Groups that they shall arrange for the release of such respective Security so as to enable the English Group to enter the S&L Transaction.

 2.7      Should a creditor of one of the Groups institute legal proceedings to take possession of the Picture or any element thereof or revenues from its exploitation and distribution, said Group shall immediately take such proceedings at its own cost to bring about the full and total release, with the added understanding that the expenses, fees or remuneration of any agent duly appointed by a court of competent jurisdiction, will be entirely assumed by the party whose insolvency precipitated said appointment.

ARTICLE 3: REMAKE AND SEQUEL/PREQUEL RIGHTS … «