12. Producer hereby covenants, warrants and guarantees that each photoplay delivered to Distributor hereunder shall be capable of copyright in the United States of America; that the Producer will not apply for copyright on said photoplays in the United States of America or in any other country in the world, and said Producer hereby grants and conveys unto Distributor the sole and exclusive rights to obtain copyright of said photoplays in its (Distributor's) name in the United States of America and in all other countries of the world where copyright or registration equivalent to copyright is procurable. Distributor hereby agrees to apply for copyright registration in the United States of America on each photoplay and to assign to the Producer any and all copyright acquired by it in said photoplay upon the expiration of the period of exploitation of the photoplay.
13. The main title of each photoplay and of all advertising material, where possible, shall state
PRESENTS (Title of Photoplay)
The Distributor agrees to give such other credit to authors, adapters, directors and others participating in the production of each photoplay as the Producer is required to give upon receiving due notice of such requirements from the Producer.
14. Distributor hereby agrees to maintain in the City of New York accurate accounts of all
Records and Accounts.
of its transactions with respect to each of said photoplays showing amounts collected and receivable from the exploitation of said photoplays in the United States of America and in all other countries of the world, and Distributor agrees that the Producer shall have the right at its own expense to cause Distributor's accounts relating to the photoplays to be audited by certified public accountants at all reasonable times.
15. Distributor hereby agrees that on the twentieth day of each and every month following the release date of each photoplay, it will deliver to the Producer a statement showing the total amount collected by it and its distributing agents during the preceding calendar month as the proceeds of the sale, rental or other disposal of the positive prints of said photoplay in the United States of America and in all other countries of the world, and each such statement shall show the deductions made from the gross amounts collected as hereinabove provided for, and any sum of money due and payable to the Producer at the date of any such statement shall be paid by Distributor to the Producer concurrently with the rendering of such statement.
16. Distributor agrees that so long as the negatives are in existence and subject to the wear and tear thereof, it will supply any new prints or parts of prints of the aforesaid photoplays in place of those worn or destroyed, for use in the United States of America, and will advance or procure the advance of the cost thereof at the rate of........Dollars ($......) per reel in the case of entire reels and.........cents (___c) per linear foot in the case of less than entire reels, and the said cost of replacing and supplying such prints shall be deducted from moneys accruing to the .Producer under the terms of clause........hereof.
17t If either of the parties shall be delayed or Report*.
Delay or Impossi-bility of Perform ance.
prevented from performing any of the agreements which they have herein agreed to perform, by reason of any causes beyond the control of such party, such delay or failure of performance shall be excused and the period of such delay shall be treated as a nullity in calculating the term of this agreement or the time for the performance of any of the provisions thereof, and neither party shall have any demand, claim or cause of action for damages therefor or arising therefrom, and all such claims, demands or causes of action are hereby expressly waived by each of the parties hereto. The expression "causes beyond the control of such party" shall be construed to include fire, strikes, riots, the elements, acts of God or the public enemy, accidents to machinery or other equipment, or the injury or destruction of any of the negatives of the aforesaid motion picture photoplay by any of the aforesaid causes, delays or failure of performance by common carriers, but this definition does not and shall not be deemed or construed to limit in any way the generality of the expression "causes beyond the control of such party."
18. Nothing in this agreement contained shall be held to constitute the parties hereto as partners nor authorize either of said parties to contract any debt, liability or obligation for or against or on behalf of the other party to this .agreement.
19. This agreement is hereby declared to be personal in respect of each of the parties hereto, and each of said parties hereby agrees that it will not assign this agreement or any interest herein or right hereunder or pledge the same or any interest herein or right hereunder in any manner whatsoever without the consent in writing of the other party first had and obtained.
20. Notice under this agreement shall be given by either party to the other, until further notice
Parties not Partners Non-Assignability.
in writing, by registered mail as follows: To Distributor at..............; To Producer at......
21. This agreement having been entered into in the City of New York shall be construed according to the laws of the State of New York.
22. Marginal notes or captions contained in this agreement are no part of the agreement and are inserted merely for the convenience of the parties in referring thereto, and the parties agree that in the construction of this agreement, no inferences shall be drawn because of the presence or absence of such marginal notes or because of their wording.
23. This document sets forth the entire agreement between the parties and neither of the parties has made any covenants, agreements, conditions, warranties or representations with respect to the subject-matter of this agreement, except such as expressly appear in this document.
24. If the Distributor shall abandon this agreement, then and in that event the Producer may, at the Producer's option, cancel this agreement. Such cancellation may be either a total cancellation or a partial cancellation, as stated in the notice of cancellation by the Producer. The effect of a total cancellation shall be to accelerate the expiration of this agreement to the date of such cancellation, and the Distributor shall forthwith return to the Producer all prints of all photoplays theretofore delivered by the Producer to the Distributor, and shall account to the Producer for all moneys unaccounted for at the date of cancellation and for all moneys received by the Distributor after date of the cancellation. In the event of such total cancellation the Distributor agrees to deliver to the Producer all booking records of each of the photoplays delivered hereunder, with respect to bookings to be effective after the effective date of the cancellation, and to transfer
Interpretation of Agreement.
Effect of Marginal Notes.
This Document Contains whole Agreement.
to the Producer the Distributor s interest in any and all such contracts. The effect of a partial cancellation shall be to terminate the obligation of the Producer to deliver further photoplays or prints thereof to the Distributor, but with respect to all photoplays and prints thereof delivered before the cancellation, this contract shall continue in full force and effect.
25. The following circumstances are hereby declared to be and shall be deemed to be conclusive evidence of the abandonment of this contract by the Distributor:-
1. Failure by the Distributor to make any of the payments required to be made by
Clause........of this agreement, within ten
(10) days after written demand for such payment.
2. Violation by the Distributor of Clause
........of this agreement (referring to the
Clauses, if any, restricting exhibition, etc., outside of the agreed territory).
5. The breach by the Distributor of any of the terms, conditions and provisions of this agreement on the Distributor's part to be kept and performed, and the continuance of such breach for ten (10) days after notice thereof.
6. Any occurrence or series of occurrences which puts it out of the Distributor's power fully and fairly to perform this agreement.
26. The failure or neglect of either party to exercise any rights accruing to such party upon the breach of this agreement by the other party hereto shall not be or be construed to be a waiver of the right to exercise such rights upon the occurrence of a subsequent breach of this agreement.