PRODUCTION AGREEMENT
between
ELECTRONIC MEDIA NETWORK PROPRIETARY LIMITED ("M-Net")
and
KIKOI INNOVATIVE MEDIA LIMITED Registration Number: 2917070
("the Producer")
and
ADAM JUMA MIKIDADI
Identity Number/Passport Number: 19810614125000320 ("the Individual Producer")
and
PETER FREDRICK KISIRAGA
Identity Number/Passport Number: 19920202251020000528 ("together referred to as the Individual Producer")
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Table of contents
1. Introduction ..............................................................................................................4
2. Commencement and term .......................................................................................5
3. Appointment of the Producer ...................................................................................5
4. The Director and members of the cast.....................................................................5
5. The Individual Producer ...........................................................................................6
6. Quality of the Film ....................................................................................................7
7. Editorial content and control ....................................................................................7
8. Production of the Film ..............................................................................................8
9. Credits......................................................................................................................9
10. Liability and risk of production................................................................................10
11. Delivery..................................................................................................................11
12. Costs and Payment................................................................................................12
13. Copyright................................................................................................................18
14. Warranties..............................................................................................................22
15. Indemnity...............................................................................................................23
16. M-Net's licence conditions .....................................................................................24
17. Vesting of proprietary rights ...................................................................................24
18. Restraint.................................................................................................................24
19. Confidentiality........................................................................................................26
20. Force majeure........................................................................................................27
21. Default....................................................................................................................28
22. Dispute Resolution.................................................................................................29
23. Suspension and Termination of production of the Film..........................................30
24. Changeofcontrol...................................................................................................33
25. Miscellaneous matters ...........................................................................................34
Schedule “A”..................................................................................................................39 Format ...........................................................................................................................39
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Production Budget.........................................................................................................40 Schedule "C" .................................................................................................................46 The Payment Schedule .................................................................................................46 Schedule "E"..................................................................................................................54 The Delivery Schedule ..................................................................................................54 Annexure "1"..................................................................................................................55 Principal Performer’s Acknowledgement and Undertaking ...........................................55
26. Definitions..............................................................................................................55
27. Introduction............................................................................................................56
28. Complete consideration/ Buy-out ...........................................................................56
29. Intellectual Property ...............................................................................................57
30. The Performer's Obligations ..................................................................................59
31. Confidentiality........................................................................................................59
32. Further assurances ................................................................................................60
33. Acknowledgement given freely and voluntarily ......................................................60
Annexure “2”..................................................................................................................62 Declaration ....................................................................................................................62
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1. Introduction
1.1 Electronic Media Network Proprietary Limited ("M-Net") is:
(i) a company incorporated in accordance with the laws of the Republic of South Africa with registration number 1985/002853/07; and
(ii) the owner of a pay television network, which broadcasts, exhibits, transmits, makes available and/or communicates material to the public, in various areas of the world by various manners and media whether of a traditional, new or convergent nature and whether now known or hereinafter invented, including, without limitation, the Internet, satellite broadcast and other technology ("the M-Net Services").
1.2 Kikoi Innovative Media Limited ("the Producer") is a company with registration no. 2917070 duly incorporated in accordance with the laws of the United Republic of Tanzania (“Tanzania”), which produces television programmes.
1.3 While Tanzania is under government restrictions to combat the spread of Novel Coronavirus, known as COVID-19 (“COVID-19”), which was declared a global pandemic by the World Health Organisation in March 2020, television productions are not prohibited. M-Net requires producers to conduct a risk assessment and provide an assurance that measures are in place to prevent the spread of COVID- 19. Producers are required to adhere to the regulations issued by government during this period and specifically those applicable to production of television programmes (if any), as amended from time to time (“the Government Regulations”).
1.4 M-Net hereby engages the services of the Producer to produce a film based on the script to be approved by M-Net and on a format, the fixed and repeatable elements of which are contained in schedule A (“the Format”), attached hereto, provisionally entitled "Dhahabu" which will consist of:
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1.4.1 1.4.2
1.5
1.6
a “bubblegum” feature film of 90 minutes in duration (“the Film”); and
One launch promotional of 30 seconds in duration promoting the launch of the
Film ("the Launch Promo").
For the purposes of this agreement the term "the Film" shall include reference to
the “the Launch Promo”.
The parties hereby record the terms and conditions on which the Producer is
commissioned to produce the Film by M-Net.
2. Commencement and term
This agreement shall, irrespective of the date of signature of this agreement, commence on 14 March 2023 and shall terminate on the satisfactory performance by the parties of their obligations in terms of this agreement, unless terminated earlier by either party in accordance with the provisions of this agreement.
3. Appointment of the Producer
3.1 M-Net hereby appoints and commissions the Producer, which accepts the
appointment and commission, to produce the Film for and on behalf of M-Net.
3.2 In carrying out its obligations in terms of this agreement, the Producer will not be acting as M-Net's agent but will be acting as an independent contractor. The Producer shall therefore not hold itself out as M-Net's agent and shall not in any way bind M-Net's credit or incur obligations on behalf of M-Net without M-Net's prior written consent.
4. The Director and members of the cast
4.1 The director of the Film ("the Director") shall be selected by the Producer in consultation with M-Net, provided that in the event of a dispute, the decision of M- Net shall be final.
4.2 Members of the cast of the Film ("the Members of the Cast") shall be selected by the Producer in consultation with M-Net, provided that, in the event of a dispute, the decision of M-Net shall be final.
4.3 The Producer shall contract and pay the Director and the Members of the Cast.
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4.4 In the event that the Director is no longer acceptable to M-Net, and the Producer is advised of this in writing by M-Net, the Producer shall take such reasonable steps as may be necessary to procure the services of an alternative director in consultation with M-Net, provided that, in the event of a dispute, the decision of M- Net shall be final.
5. The Individual Producer
5.1 The Producer shall at all times employ the services of the Individual Producer in
the discharge of its obligations under this agreement.
5.2 In the event that the Individual Producer should terminate his employment with the Producer, or should the Individual Producer, for any reason whatsoever, be unable to provide his services to the Producer for the purposes of discharging its obligations, then M-Net shall have the right to summarily terminate this agreement or to elect an alternative to the Individual Producer, at M-Net’s election.
5.3 In carrying out his obligations in terms of this agreement, the Individual Producer shall not be acting as M-Net's agent. The Individual Producer shall therefore not hold himself out as M-Net's agent and the Individual Producer shall not in any way bind M-Net's credit or incur obligations on behalf of M-Net without M-Net's prior written consent.
5.4 The Individual Producer binds himself jointly and severally with the Producer for the fulfilment by the Producer of its obligations, and in respect of any undertaking, representation or warranty given by the Producer under this agreement.
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6. Quality of the Film
6.1 The Producer undertakes that the Film will be of the highest broadcast quality.
6.2 The Producer undertakes that all credit rolls, straps and information bars featured in the Film shall be accurate and free of spelling and grammatical errors.
6.3 M-Net reserves the right to summarily reject the Film or any part thereof on the grounds that the quality, including, without limitation, the technical standards of the Film or part thereof does not conform to the standards required by it in terms of this agreement (collectively “the Defect”), provided that M-Net first affords the Producer, on written notice, 72 hours to remedy the Defect to the satisfaction of M- Net. Should the Producer refuse or fail in any way to remedy the Defect as provided for in this clause 6.3, the Producer agrees that it shall have no claim against M-Net arising out of such rejection of the Film.
6.4 Notwithstanding the provisions of clause 6.3, if in M-Net’s sole discretion the Producer breaches clause 6.1, such breach shall be a fundamental breach of this agreement entitling M-Net to cancel this agreement summarily, in addition to any other remedies available to M-Net in terms of this agreement and in law.
7. Editorial content and control
7.1 The Film shall be based upon the final script approved by M-Net in terms of clause 8.1 below. The Producer shall, save for minor variations which may occur during the normal course of production, not be entitled to vary or alter in any material way or deviate from such final script of the Film without the prior written consent of M- Net, which consent shall not be unreasonably delayed or withheld.
7.2 M-Net shall, at all times have final editorial and creative control over the content, format and presentation of the Film and may itself make such changes, additions, edits or deletions as it in its sole discretion may determine, or alternatively, may require the Producer to make such changes, additions, edits or deletions or act on its suggestions, instructions or directions, in which event, any cost or expense incurred by M-Net or the Producer in making such changes, additions, edits or deletions shall be for the account of the Producer, provided that such changes are made before or during the offline edit stage of the Film.
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7.3 The Producer shall arrange for an M-Net representative to view and approve the offline versions of the Film. The Producer shall liaise with M-Net in order to set up a time suitable to M-Net for the approval by M-Net of the offline versions of the Film.
7.4 If changes are requested by M-Net after the approval of the offline edit, the Producer shall provide M-Net with a quote indicating the costs involved in effecting such changes and no such changes shall be made without M-Net’s prior written approval.
8. Production of the Film
8.1
8.2
8.3
8.3.1 8.3.2 8.3.3 8.3.4
The Producer shall at all times adhere strictly to the Government Regulations. The parties agree that M-Net will, in its sole discretion at any time during production, be entitled to appoint a representative to inspect the premises where production of the film is taking place to observe the measures implemented by the Producer and propose any steps M-Net may consider necessary to assist the Producer to comply with the Government Regulations and prevent the spread of COVID-19 on set
The Producer shall report weekly to M-Net on matters concerning COVID-19, including but not limited to, any positive test results reported by cast, crew or any production personnel, any difficulties relating to compliance with health protocols, in the form prescribed by M-Net for such reports.
Notwithstanding any provision in this agreement, M-Net shall have the right to approve (which approval shall not be unreasonably delayed and/or withheld), prior to the commencement of production and following completion (as the case may be) of the Film:
the final script upon which the Film will be based;
the final production budget, production schedule and delivery date for the Film; the choice of director to be appointed for the Film;
the final cut of the Film to be broadcast on the M-Net Services;
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8.3.5 the principal cast of the Film,
provided that if, within 7 (seven) days of submission thereof to M-Net, M-Net does not object in writing to the items listed above, such approval shall be deemed to have been given.
8.4 Without derogating from the generality of clause 12, M-Net intends to broadcast the Film on the M-Net Services on the days and at times of broadcast to be determined by M-Net in its sole discretion. M-Net shall be entitled to broadcast the Film an unlimited number of times.
8.5 Notwithstanding the provisions of clause 8.3, nothing contained in this agreement shall be construed so as to oblige M-Net to broadcast the Film on the M-Net Services, either at the times scheduled, or at all.
8.6 Without derogating from the generality of clauses 13.1 or 25.7.2, M-Net shall have the transferable right (which shall be capable of being sub-licensed), worldwide, in perpetuity and at its sole discretion, to broadcast, rebroadcast, exhibit, transmit, communicate or make available to the public, distribute, sell, let, offer or expose for sale or hire, or otherwise exploit, the Film, in any manner or media, including, without limitation, on the M-Net Services and/or through the use of any technology, whether currently in existence or yet to be invented.
8.7 Subject to clause 12, the Producer will at its own cost and expense be solely responsible for the co-ordination of all arrangements for the production of the Film and for all aspects of the production of the Film including, without limitation, the sourcing and acquisition of all material for incorporation into the Film as well as the production of all originally produced material for incorporation in the Film.
8.8 The Producer shall employ, at its expense, all persons necessary for the research, completion, editing and production of the Film and the fulfilment of the Producer's obligations in terms of this agreement.
8.9 The Producer shall ensure that, once completed, is capable of immediate broadcast by M-Net at its scheduled time (to be determined by M-Net in its sole discretion) and that the Film is of a quality referred to in clause 6.1.
9. Credits
9.1. M-Net shall at all times have the following credit in the Film:
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Electronic Media Network (Proprietary) Limited © All rights reserved.
9.2. The Producer and the Individual Producer shall be granted a credit in the Film.
9.3. The Producer may not enter into any contractual commitment with any third party that commits or obliges the Producer to allow such third party any credits or exposure in the Film, without the prior written consent of M-Net. Notwithstanding the provisions of this clause, the Producer shall be entitled to acknowledge and credit the cast, crew and the director for their contribution in the Film in accordance with the standard practices in the industry. M-Net shall have the final say on the nature and extent of such credit.
9.4. The credits shall be devised by the Producer in consultation with M-Net. In the event of a dispute, the decision of M-Net with respect to credits shall be final and binding.
10. Liability and risk of production
10.1
The Producer shall be liable for all risks in respect of the production of the Film. Without derogating from the aforegoing, the Producer hereby indemnifies M-Net against any claims arising out of the negligent or intentional acts of the Producer including but not limited to its contractors, subcontractors, employees and services providers whilst producing the Film. Without derogating from the generality of the foregoing provision, the Producer hereby undertakes that:
10.1.1 It will at all times adhere strictly to the Government Regulations and any direction provided by M-Net under this agreement, including but not limited to compliance with a suspension notice issued by M-Net hereunder.
10.1.2 no third-party including actors, presenters, artists and performers engaged by the Producer to render any services in connection with the Film shall be allowed to commence their services unless they have signed appropriate written contracts;
10.1.3 it will ensure that all its communication regarding negotiations of contracts with third parties to be engaged to render services in connection with the Film shall include appropriate disclaimers specifically stating that no binding contract shall arise from the negotiations until a written contract has been signed by
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both the Producer and the third parties. In this regard, it is agreed that M-Net shall be entitled at any time to prescribe the form of the aforesaid disclaimer;
10.1.4 it will ensure that all third parties who become associated with any of the M- Net brands by their engagements in connection with the Film shall accept and abide by the code of conduct and social media policy prescribed by M-Net for all individuals associated with M-Net’s brands;
10.1.5 where necessary or as requested by M-Net, it shall in consultation with M-Net provide or arrange training for third parties who become associated with M-Net brands by their engagements in connection with the Film regarding the use of social media;
10.1.6 all the activities conducted by the Producer pursuant to this agreement shall not in any way be inconsistent with good governance, sustainability and ethics, and specifically the provisions of the Multichoice group code of ethics. The Producer undertakes to familiarise itself with the Multichoice group code of ethics available at https://www.multichoice.com/investors/governance/.
10.2 For the avoidance of any doubt, the Producer undertakes and agrees that it shall at its own cost obtain an insurance cover with a reputable broadcast industry insurance provider to cover all risk associated with the production of the Film, which cover may include without limitation, the film producer indemnity cover(including but not limited to assets and equipment cover, business / shoot interruption cover; key crew and cast cover [i.e. re-shoots or delays] and public liability cover), errors and omissions cover, personal accident (crew and cast) cover, travel insurance cover and vehicle hire insurance cover. The Producer must provide M-Net with proof of the insurance cover certificate as well as proof of payment of the insurance cover within a period of 14 (fourteen) days from the date of receipt of the first payment of the Production Budget from M-Net in terms of the Payment Schedule provided that if the insurance cover premiums are payable on a monthly basis the Producer shall provide M-Net with monthly proof of payment of the insurance cover.
11. Delivery
11.1 The Producer undertakes to deliver to M-Net at the Producer’s cost the materials set out in the delivery specifications schedule attached to this agreement as schedule “D” (the “Delivery Specifications Schedule”) in accordance with the
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respective delivery dates set out in the delivery schedule attached to this agreement as schedule “E” (“the Delivery Schedule”).
11.2 The Producer must retain a digital file copy of the completed Film (including unused footage) with all required audio tracks for record purposes. It is agreed that the Producer shall not in any way make use of such file or its contents except for the Producer’s promotional purposes only.
12. Costs and Payment
12.1 It is recorded that the production budget has been submitted to M-Net in the official prescribed M-Net Production Budget pack format by the Producer and has been approved by M-Net. A copy of the production budget is attached to this agreement as Schedule “B” (the “Production Budget") and the Producer hereby warrants that the Production Budget has been drawn-up by the Producer so as to cater for all stages and requirements of production and shall be sufficient and adequate for the production of the Film. In consideration of the Producer producing the Film, M-Net shall pay to the Producer the production fee of 10% of the Production costs (excluding *Recoveries) which has been included in the Production Budget.
*Recoveries means all overhead recoveries, staff and other recoveries (i.e. all overheads and internal costs of people and other resources) fixed or non-fixed and claimed by the Producer in relation to the production of the Film, as set out in the Production Budget. Recoveries to be claimed by the Producer must not exceed the budgeted recovery amounts as set out in the Production Budget, the Producer being solely liable for any costs over and above the allocated recoveries amounts.
12.2 The Producer undertakes that it shall ensure that each of its directors, employees and/or staff members (including contractors) shall sign a declaration of interest (personal, material, financial or otherwise) they may hold in any entity or person involved in or rendering services in the production of the Film within a period of 14 (fourteen) days from the date of signature of this agreement by the Producer and the Producer shall ensure that it keeps, maintains and updates such declarations of interest for M-Net’s attention and/or inspection as and when required. Where the Producer, its directors, its employees and/ or the Individual Producer has a direct or indirect interest in an entity which provides goods or services to the Producer in relation to the Film and for which payment is made for such goods or services, the Producer shall make full disclosure of this fact to M-Net on signature of this agreement and throughout the duration of this agreement and obtain M-Net’s prior written
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approval prior to making such payment to such entity from the Production Budget. M- Net shall be entitled to withhold its approval of such expenditure to such entity, and insist that such expenditure is undertaken by a third party. If M-Net grants its prior written approval, then the transaction with any such connected entity shall be undertaken on an arms-length basis. If the Producer fails to obtain M-Net’s prior written approval and continues to make payment for such goods or services, the payment of such goods or services shall be regarded as disallowable costs in terms of clause 12.4.2 below. Without derogating from the generality of the aforementioned provisions:
12.2.1 The Producer shall be solely liable for all costs, expenses and risks arising in respect of or pertaining to the production of the Film;
12.2.2 The Producer shall produce the Film strictly in accordance with the Production Budget as approved in terms of clause 12.1 above. If the costs of production exceed the Production Budget, the Producer will be solely responsible for such excess costs and M-Net will not be obliged to reimburse the Producer for such costs. Any savings made in relation to the Production Budget shall be shared between M-Net and the Producer in the ratio of 60% (sixty percent) to M-Net and 40% (forty percent) to the Producer.
12.3 Subject to the other provisions of this clause 12, M-Net undertakes to pay the Producer the amounts set out in the Production Budget, in accordance with the payment schedule, attached to this agreement as schedule "C" ("the Payment Schedule"). The amounts paid by M-Net shall be used strictly in accordance with the items stipulated in the Production Budget. Without limiting the generality of the foregoing, the Producer makes the following specific undertakings to M-Net:
12.3.1 To open a new separate bank account which bank account shall have at least two cheque signatories one of whom must be the production accountant approved by M- Net in terms of clause 12.4.6 below;
12.3.2 Not to use any funds paid by M-Net to make any intercompany loans or any other loans and advance payments for its staff and/or employees;
12.3.3 To pay all production related costs from the production bank account the Producer is required to keep in terms of clause 12.3.1 and record all such payments in the production accounting records;
12.3.4 To pay any amount earmarked for a third party in terms of the approved Production Budget to such third party immediately on the receipt by the Producer of such
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payment from M-Net, unless agreed otherwise by the Producer and such third party in writing (a copy of such written agreement shall be provided to M-Net by the Producer on request by M-Net);
12.3.5 Not to use any funds advanced by M-Net to acquire any asset for the Producer or for any party other than M-Net. To the extent that any asset is purchased, it shall be owned by M-Net and for the benefit of M-Net once the Film has terminated. The Producer shall keep and maintain a register recording the details and cost of all assets purchased including any assets, goods and/or products received by the Producer as a result of third-party agreements including barter agreements entered into in terms of clause 9.3 above using the M-Net approved format for assets register; and
12.3.6 Should the Producer transfer any of the M-Net funds referred to in clause 12.3 into any interest-bearing account, then the Producer hereby undertakes to include this account in the production accounting records and declare the interest income in the production records. The interest income declared by the Producer in terms of this clause 12.3.6 shall form part of production savings and be shared between the parties in accordance with clause 12.2.2 above.
12.4 The Producer agrees to keep separate accounting records complying with generally accepted accounting standards and principles in relation to the production of the Film. In this regard, the Producer hereby agrees that:
12.4.1 M-Net or M-Net's nominees shall at all reasonable times and on the written request of M-Net have the right to inspect and/or audit the production accounting records and make copies of the Film’s accounting records. Should M-Net or its nominees give notice that it wishes to undertake the inspection set out in this clause, the Producer shall provide all of the necessary assistance to M-Net or its nominees to make such inspection viable and practical;
12.4.2 Should the inspection and/or audit undertaken by M-Net as set out in clause 12.4.1 above reveal that the Producer incurred *Disallowable Costs; the Producer shall be liable for such Disallowable costs and M-Net shall be entitled to deduct such costs from the final payment due to the Producer in terms of this agreement or recover such costs from the Producer where the final payment has already been made to the Producer. M-Net shall work with the accountant appointed for the production of the Film in terms of clause 12.4.5 below to determined and/or verify whether the costs are Disallowable Costs.
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*Disallowable costs mean extravagant costs not specifically provided for in the Production Budget including without limitation alcohol expenses, entertainment bills, luxury items, and costs and expenditure where the Producer has failed to submit sufficient supporting documents.
12.4.3 Upon signature of this agreement and the opening of the new bank account in terms of clause 12.3.1 above, the Producer shall sign a bank mandate to enable an M-Net representative (appointed by M-Net in its sole discretion) to have online internet banking access of the production bank account and to enable M-Net’s viewing of the production bank account records referred to in clause 12.6 below;
12.4.4 The Producer shall keep two offsite and up-to-date secure electronic back-ups of all accounting records and/or financial information. The Producer agrees that should any production related accounting and/or financial information be lost due to failure to comply with the foregoing obligation, such loss shall constitute a material breach of this agreement for which M-Net may summarily terminate this agreement. The Producer shall retain such accounting records throughout the production of the Film and for a minimum period of 7 (seven) years thereafter. The Producer acknowledges and agrees that should the Producer lose accounting records and/or financial information including supporting documentation (e.g. employment contracts, third party service agreements etc.) relating to the Production Budget, all expenditure related to lost accounting records and/or financial supporting documentation shall be considered as Disallowable Costs in terms of clause 12.4.2 above; and .
12.4.5 The Producer shall appoint a properly trained and qualified production accountant to discharge the Producer’s obligations in terms of this clause 12, provided that such appointment shall be subject to M-Net’s prior written approval and shall be at the Producer’s own cost within the allocated Production Budget.
12.5 The Producer shall submit a valid tax invoice to M-Net by the 25th of each month in respect of each amount which is owed by M-Net to the Producer in terms of Schedule C. Should the 25th day of the month fall on a public holiday, Saturday or Sunday, then the Producer shall submit the invoice on the last working day prior to the 25th day. Each such invoice shall be payable at the end of the next month (e.g. invoice submitted on 25th of April shall be payable on 31st of May). It is agreed that all invoices shall:
12.5.1 Be in a non-editable electronic format (e.g. PDF) or a hard copy;
12.5.2 Include the header “Tax Invoice”;
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12.5.3 Be addressed to:
Electronic Media Network (Pty) Ltd P O Box 2963
Pinegowrie
2123
12.5.4 Include M-Net’s VAT Number: 4370103105;
12.5.5 Include a detailed description of the project title and payment number
“Dhahabu” (payment 2 out of 4); and
12.5.6 Where applicable, include VAT.
12.6 The Producer acknowledges and agrees that submission of an invoice which does not comply with the provisions of clause 12.5 above shall result in the Producer re- submitting the invoice to M-Net and payment to the Producer thereof being delay and any such delayed payment shall be in accordance with the next applicable M-Net payment run and /or such date agreed to between the parties.
12.7 The Producer shall submit to M-Net a full and accurate financial report relating to the production of the Film. Such financial reporting must be accompanied by an updated M-Net Production Budget pack, including the *Working Budget and *Variance Cost Report) worksheet, and shall be submitted to M-Net by no later than the 5th day of the month following the cash flow period where the costs were incurred. In addition to this, the Producer shall include the following specific documents:
12.7.1 Cost summary (summary of costs to date which agree to general ledger, commitments and estimates);
12.7.2 A detailed general ledger (in PDF and in Excel format) reflecting the date of invoice, invoice number, the payee name, full details of the cost, the amount and the payment reference;
12.7.3 A detailed general ledger reflecting the date of invoice, invoice number, the payee name, full details of the cost, the amount and the payment reference;
12.7.4. A full trial balance for the period;
12.7.5 Bank reconciliation/s accompanied by relevant bank statement/s underlying support documentation for all ATM cash withdrawals;
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12.7.6 12.7. 7
Petty cash reconciliations with supporting documentations;
An updated and detailed asset list as stated in clause 12.3.4 reflecting individual purchases(including assets, goods and/or products received by the Producer as a result of third party agreements including barter agreements entered into in terms of clause 9.3 above), providing properly detailed descriptions and cost prices of such items to make them easily identifiable during an inspection of such items and on sale invoices or donation lists.
12.7.8.Payroll recons;
12.7.9.Barter agreements reconciliation and invoices 12.7.10. Supplier ageing and listing; and
12.7.11. On written request by M-Net, all original invoices as proof of expenditure incurred. For purposes of this clause 12.7, *Working Budget means a working budget reflecting actual costs and cost projections per line item of the Production Budget (in line with a working budget template to be prepared by the Producer and approved by M-Net); *Variance Cost Report means a variance costs report reflecting actual expenditure against the allocated line budget and with detailed explanations and reasons (whether permanent or temporary) for variances between the budgeted amounts and actuals costs.
12.8
12.9
M-Net shall not be obliged to pay any amount to the Producer if the Producer has not complied with the provisions of this clause 12. Any such delayed payments shall only be released once the Producer has complied with the provisions of this clause 12 and payment to the Producer shall be in accordance with the next applicable M-Net payment run and /or such date agreed to between the parties.
M-Net may set-off any amounts payable to the Producer under this agreement against any other amount that is due and payable by the Producer to M-Net whether or not such amount due and payable is pursuant to or arises under this agreement or any other agreement between Producer and M-Net. Any exercise by M-Net of its set- off rights under this clause 12.9 shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.
12.10 The final payment to the Producer in terms of this agreement shall only be made on condition that M-Net is satisfied that all the delivery requirements in this agreement have been met and only after the final audit results have been reviewed and concluded by M-Net (unless where M-Net in its sole discretion is satisfied that all the delivery
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requirements in this agreement have been met and that a final audit of the production of the Film is not required). In this regard, the Producer agrees and undertakes to deliver final financial reports and supporting documentation regarding the production of the Film as set out in clause 12.7 above to M-Net no later than 30 (thirty) days after the first broadcast of the last episode of the Film, it being agreed that any costs and/or expenses incurred by the Producer or which become known to the Producer and/or M- Net after the aforementioned date shall be for the Producer’s own account.
12.11 On completion of the production of the Film the Producer shall submit to M-Net a backups of all production, administration and financial records electronically or via hard drive. Failure by the Producer to submit the backups to M-Net as aforesaid shall result in the final payment under this agreement being withheld.
12.12 For the avoidance of doubt, the Producer undertakes and agrees that it shall solely comply with and paying for all applicable statutory obligations imposed on it by law, including but not limited to statutory contributions required under the Compensation for Occupational Injuries Act (No. 130 of 1993) (COIDA) and the Unemployment Insurance Fund (UIF) under the Unemployment Insurance Contributions Act (No. 4 of 2002), any applicable tax obligations, including but not limited to pay-as-you-earn (PAYE) and Value Added Tax (VAT) (or any applicable laws in the relevant jurisdiction) with regard to any employees, contractors or service providers employed, contracted or engaged by the Producer in the production of the Film, it being agreed that any penalties or levies payable as a result of non-compliance of the Producer in terms of this clause shall be for the Producer’s sole account. In this regard, the Producer shall provide M-Net with monthly proof of payment for the above statutory obligations and/or signed declaration that same has been paid for and fully discharged, which declaration must also be signed by production accountant and executive producer of the Film.
13. Copyright
13.1 The copyright in the Film, including, without limitation, the copyright in and/or ownership of the Format, all recorded footage, the scripts, the visuals and all sound recordings produced by the Producer in terms of this agreement shall vest exclusively with M-Net. Accordingly, M-Net shall, subject to clause 13.4 below, be entitled, world-wide and in perpetuity to (i) exploit the Film, which exploitation shall include, but shall not be limited to, reproducing the Film, causing the Film to be seen or heard in public, communicating or making the Film available to the public, broadcasting the Film, re-broadcasting the Film, exhibiting the Film, causing
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the Film to be transmitted in a diffusion service, distributing, selling, letting, offering or exposing for sale or hire and adapting the Film, and doing in relation to an adaptation of the Film, any of the aforementioned acts and (ii) authorising others to do any of the aforementioned acts, in all manner and any media, whether now known or hereinafter invented.
13.2 Without derogating from the provisions of clause 13.1 above, M-Net shall have the exclusive right to exploit the Film on any websites, mobile portals, on demand platforms, social media sites/platforms and software applications whether now known or hereinafter invented including but not limited to Facebook, Twitter, Instagram, YouTube and to utilize and exploit all commercial opportunities for or pertaining to such websites, portals, applications, platforms. M-Net shall also have the exclusive right to utilize and exploit merchandising, print publication, radio, video, CD ROM/DVD, sound recording rights, telephone call in services/applications, social media and instant messaging platforms, on demand platforms, interactive games and any other allied, ancillary and subsidiary rights relating to the Film. For the avoidance of doubt, the Producer and the Individual Producer each acknowledge and undertake that they shall not conduct any of the activities as described in this clause 13.2 which are exclusive to M-Net, without the express written authorisation from M-Net.
13.3 The Producer and the Individual Producer hereby assign all of their copyrights (if any) conferred by the Copyright Act 98 of 1978, as amended (“the Act”) and all the intellectual and/or immaterial property rights that vest or may in future vest in them in respect of the Film and all elements comprising the Film, including without limitation, all sound recordings, all original film footage, concepts which are incorporated in the Film, all story lines, the script, title, designs, sets, props and wardrobes relating to the Film, to M-Net, and M-Net accepts this assignment.
13.4 Notwithstanding clauses 8.6 and 13.1 above, M-Net hereby grants the Producer WORLDWIDE EXCLUSIVE right for a period of 2 (two) years from the date of first broadcast of the Film on the M-Net Services to exploit the Film on DVD only at its own cost and expense. Accordingly, the Producer shall be entitled to negotiate agreements with third parties in respect of the release of the DVD and distribution of copies of the DVD. For the avoidance of any doubt, it is agreed that the conclusion of DVD release and distribution agreements by the Producer with third parties shall not be subject to the approval of M-Net, but shall be subject to the other rights reserved for M-Net in terms of this agreement. All proceeds received
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from distribution of the Film on DVD pursuant to this clause 13.4 shall be for the sole benefit and account of the Producer.
13.5 The Producer shall ensure that all intellectual property rights in respect of the Film, including copyright and performers' rights or the contributions of authors, performers and/or other contributors to the Film of whatever nature, and including the rights in respect of all elements comprising the Film, including, without limitation, all original film footage, titles, designs, sets, props and wardrobes pertaining to or incorporated into the Film, have been cleared and may be used and exploited by M-Net as contemplated in this agreement. The Producer shall do all things necessary to ensure that M-Net is able to translate, sub-title, voice over or adapt the Film in any other way, and publish the Film’ script, free from any legal restrictions whatsoever, in order for M-Net to effectively exercise its rights in terms of this agreement. For the avoidance of doubt, the intellectual property rights to be cleared by the Producer under this clause 13.5 shall include, in relation to performers:
13.5.1 any repeat or residual fees of any nature whatsoever in respect of the services rendered by the performers in terms of any agreement concluded between the Producer and the performer in terms of which the performer will perform in the Film; and
13.5.2 any and all royalties or other consideration to which the performers may be entitled, as may be contemplated in the Performers' Protection Act 11 of 1967 (as amended), in respect of the reproduction, use and exploitation of the Film and related material incorporating the performer's performance pursuant to the agreement between the Producer and the performer. Accordingly, M-Net shall be entitled to exploit and/or dispose of all copyright and intellectual property rights in and to the Film and all formats, ideas and concepts arising out of the Film in its sole discretion, anywhere in the world without any further payment to the performers.
13.6 The Producer shall acquire for M-Net the original documentation (or certified copies thereof) evidencing the acquisition and clearance of the rights referred to above and shall deliver all such documentation to M-Net together with the Film. For the avoidance of doubt, it is hereby agreed that such documentation shall include, without limitation, the following:
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13.6.1 copies of all documentation evidencing the ownership or clearance of rights in any underlying material, footage or contributions to be incorporated in the Film;
13.6.2 copies of cast, crew and location agreements;
13.6.3 copies of agreements for the appointment of the Individual Producer, the director and the composers in relation to the Film; and
13.6.4 all agreements contemplated in clause 13.10 below.
13.7 Without derogating from the generality of clause 13.6, the Producer undertakes that it shall ensure that the performers in the Film shall also sign the M-Net principal performers undertaking in the form of Annexure “1” hereto prior to rendering their performances.
13.8 In the event that the rights in any material used or incorporated within the production of the Film are cleared by the Producer subject to any third party restrictions the Producer shall not use or incorporate such material into the Film unless the Producer has obtained M-Net‘s prior written consent. If M-Net grants the Producer prior written consent to use and/or incorporate such restricted material in the production of the Film, the Producer hereby undertakes to provide M-Net with a declaration in the form of Annexure “2” attached hereto upon the delivery of the Film.
13.9 The Producer undertakes not to employ or film any child younger than 15 years of age (whether such child is cast in the main role or as an extra) in connection with or for purposes of the production of the Film except in terms of a permit granted in terms of the Sectoral Determination 10: Children in the Performance of Advertising, Artistic and Cultural Activities, South Africa, issued under the Basic Conditions of Employment Act 75 of 1997, or any applicable laws in the relevant jurisdiction, it being specifically agreed that no filming of a child shall commence until the aforesaid permit has actually been granted. Should the Producer employ a child in terms of the permit referred to in this clause 13.9 in connection with or for purposes of the production of the Film, then the Producer shall comply with all the provisions of the Sectoral Determination 10: Children in the Performance of Advertising, Artistic and Cultural Activities, South Africa, issued under the Basic Conditions of Employment Act 75 of 1997, or any applicable laws in the relevant jurisdiction.
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13.10 The Producer shall enter into agreements with composers and lyric writers for the music composed for the Film in terms of which copyright, performance rights, etc will be cleared. The Producer shall be responsible for ensuring that clearance is obtained in respect of the synchronisation and mechanical reproduction of any music included in the Film. The costs of obtaining such clearance, including royalties and licence fees payable to licence holders shall be for the account of the Producer, unless such music falls within the repertoire of any of the music rights collection agencies with which M-Net has a blanket license and the use of such music by the Producer is covered by M-Net's blanket licences with such societies. The usual performance royalties payable by broadcasters to the appropriate music rights collection agencies shall be for the account of M-Net. Notwithstanding the foregoing, the Producer shall, in consultation with the relevant M-Net commissioning and depending on the requirements of the relevant channel, first endeavour to use in the Film the music available from the M-Net library prior to sourcing commercial music available from third parties.
14. Warranties
The Producer warrants that:
14.1 14.1.1
14.1.2 14.2 14.3
14.4
14.5
the following will be fully paid for or discharged:
all claims and rights of any persons to anything used in the making of the Film; and
all costs of producing and completing the Film;
it is entitled to assign the copyright contemplated in clause 12 to M-Net;
the Film will be original and will not infringe any copyright or other rights of any third party;
subject to clause 13.10, all intellectual property rights in respect of the Film have or will be cleared, as provided for in clause 13.5, so as to give effect to the provisions of clause 13.1;
it has not assigned, and will not assign the copyright in the Film or dispose of or exploit any rights in the Film to any third party;
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14.6 it will not include any material in the Film without obtaining all necessary authorisations of the proprietors and/or copyright holders of such material;
14.7 the Film shall be of the highest quality and shall meet all standards of the international film and television industry;
14.8 the Film shall be delivered in accordance with the Delivery Schedule;
14.9 all information provided by the Producer to M-Net relating to COVID-19 (including the risk assessment, assurance about measures to prevent the spread and the weekly reports) is true and correct;
14.10 it will comply with all applicable laws including, without limitation, the Government Regulations;
14.11 it will comply with all directions and guidance from M-Net whether written or oral;
14.12 the Film shall not contain any matter that may be defamatory, racially prejudicial, offensive, or illegal, or which may have the effect of causing any embarrassment or injury to M-Net or infringe the rights of any other person;
14.13 it holds all the rights, licences and authorities necessary to enter into this agreement with M-Net and has not concluded any other agreement which will derogate from the rights of M-Net in terms of this agreement.
15. Indemnity
The Producer hereby indemnifies M-Net, its parent, subsidiary and affiliated companies, its officers, agents, directors and employees against any costs or damages that may be incurred by M-Net as a result of claims or charges made against M-Net for infringement of any right, whether the claim or action arises from delict or contract, or any infringement of whatsoever nature or non-compliance with any applicable laws, including but not limited to Government Regulations, arising out of or pursuant to the exercise by M-Net and/or the Producer or the Individual Producer of its rights or the fulfilment or breach by the Producer or the Individual Producer of any of its obligations in terms of this agreement and such indemnity shall extend to the reasonable costs that may be incurred by M-Net in defending any action instituted against it.
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16. M-Net's licence conditions
16.1 The Producer shall not include or allow to be included into the Film, any material which may be obscene or indecent, racially prejudicial, offensive or defamatory or which may have the effect of causing an embarrassment or injury to M-Net.
16.2 It shall be incumbent on the Producer to advise M-Net in writing of any contentious matters, potential legal difficulties and any material which could constitute a breach of any legislative and regulatory provisions applicable to licensed broadcasters.
17. Vesting of proprietary rights
17.1 The Producer agrees that the production of the Film will have been undertaken pursuant to this agreement and in consideration for the payment referred to in clause 12 and that, accordingly, ownership and all proprietary rights of whatever nature in and to the Film will pass to M-Net at the time that any part of the Film is recorded or imprinted on the physical material contained in the Film.
17.2 Notwithstanding clause 17.1, any risk or liability of whatever nature in relation to the Film, videotape or sound material or in respect of any proprietary rights thereto, shall be that of the Producer pending the actual delivery of the Film to M-Net.
17.3 The Producer renounces any lien which it would otherwise have had in the future over the Film and any footage used for the purpose of producing the Film and any sound recording which in terms of this agreement are the property of M-Net, and undertakes not to delay or prevent the transfer of title or any proprietary rights therein to M-Net in any way whatsoever.
18. Restraint
18.1 The Producer and the Individual Producer each acknowledge that, in concluding
this agreement:
18.1.1 the Producer and the Individual Producer shall have free access to the operations of M-Net, its partners, production companies, advertisers, subcontractors, employees and associates, M-Net's special arrangements with its partners, production companies, advertisers, subcontractors, employees, associates and generally its method of doing business; and
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18.1.2 if, on expiration or termination for any reason of this agreement or during the term of this agreement, the Producer and/or the Individual Producer were to produce or participate in the production of similar programming, then the benefit of M-Net’s confidential information would enable them to compete unfairly with M-Net to M-Net's prejudice.
18.2 Therefore, in order to avoid the possibility of unfair competition arising in that way, the proposed restraints which are set out below are considered necessary:
18.2.1 the Producer and the Individual Producer shall each be precluded throughout the period of this agreement, from performing any services of the kind provided for or contemplated in this agreement for the production of films based on the script similar to the script of the Film, either in its/his/their own capacity or on behalf of any organisation or entity which is a producer of television programming or a broadcaster, unless M-Net has furnished its prior written consent, which consent M-Net shall be entitled, in its absolute discretion, to withhold;
18.2.2 after the expiry or termination of this agreement the Producer and the Individual Producer shall each be restrained from providing to a producer of television programming or a broadcaster, those services which the Producer and/or the Individual Producer provides to M-Net under this agreement in respect of production of films based on the script similar to the script of the Film, for a period of 3 months ("the Restricted Period").
18.3 The restraints imposed on the Producer and the Individual Producer in terms of clause 18.2 shall apply to the geographical areas of Kenya, Tanzania and/or of South Africa.
18.4 The Producer and the Individual Producer each acknowledge that the restraints imposed on them in terms of clause 18.2 are reasonable as to subject matter, area and duration, and are reasonably required by M-Net to protect and maintain M- Net's business and proprietary interests.
18.5 The undertakings given by the Producer and the Individual Producer in terms of this agreement shall be treated, as far as possible, as separate and divisible undertakings and shall be interpreted accordingly, without detracting from the generality of those undertakings they shall be interpreted in that way in so far as they apply to the restricted activities.
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18.6 Each of those separate and divisible undertakings, if considered by any authority having jurisdiction to consider the matter, to be contra bonos mores, shall nonetheless be enforced to such lesser extent as may reasonably be required by M-Net and it shall therefore be interpreted accordingly.
18.7 If any separate divisible undertaking is or becomes unenforceable for any reason, it shall be severable from, and not affect any of, the other undertakings or the rest of this agreement.
19. Confidentiality
19.1
19.1.1 19.1.2
19.2
19.3
19.4
Neither the Individual Producer nor the Producer shall disclose to any third party, other than their respective employees in their capacities as such who have a need to know, any information relating to the financial terms and conditions of this agreement except:
to the extent necessary to comply with law or any valid court order; or
as part of its normal reporting or review procedures to its auditors and its attorneys.
The Producer and the Individual Producer shall on termination of this agreement, immediately deliver to M-Net all correspondence, documents, specifications, papers, recorded footage and property belonging to M-Net which may be in the Producer’s or the Individual Producer's possession or under its control.
Neither the Producer nor the Individual Producer shall at any time, during or after the termination of this agreement, disclose to any person whatsoever any information relating to M-Net or its business or trade secrets or to the Film which they have or may become in possession of, except in the proper performance of its duties. This sub-clause shall apply mutatis mutandis to M-Net, save that M-Net shall not be precluded from disclosing information relating to the Film.
Neither the Producer nor the Individual Producer shall at any time, during or after termination of this agreement, release any statement to the press or make any other public statement of any nature which could reasonably be expected to be published in any media, regarding the Film or this agreement or any other matters concerning M-Net, without M-Net’s specific request and authority to do so.
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19.5 Breach of this clause 19 by the Producer or the Individual Producer, shall be a fundamental breach of this agreement, entitling M-Net to summarily cancel this agreement in addition to any other remedies available to M-Net in terms of this agreement or in law.
20. Force majeure
20.1
20.2
20.3 20.3.1
20.3.2
20.3.2.1
20.3.2.2
20.3.2.3
20.4
A party shall not be liable for any loss suffered by the other party arising out of delay in or prevention of performance of the party’s obligations due to any cause the adverse effects of which the party could not and cannot reasonably and practicably avoid in the ordinary conduct of the party’s business.
The party whose performance is delayed or prevented shall immediately give notice in writing to the other party.
If a party’s performance is prevented by such a cause the parties shall:
if the obligation or obligations of which performance is prevented are not material, make such financial adjustment between them as may be equitable;
if the obligation or obligations of which performance is prevented are material, endeavour in good faith to agree on an alternative basis for achieving the objects of this agreement. If agreement on an alternative basis is not reached this agreement shall terminate and:
either party may retain the other’s performance to the extent performance has taken place;
if a party does not elect to retain the other’s performance the other party may nevertheless require that party to retain the performance, unless to do so would be inequitable in the circumstances;
if a party elects or is required to retain the other’s performance the parties shall make such financial adjustment between them as may be equitable.
In the event that the Producer should be incapable of performing its obligations due to force majeure, M-Net will have the right to make interim arrangements to contract a third party producer to continue the production of the Film so as to fulfil its broadcasting obligations to its subscribers, until the cause that gave rise to the force majeure has ceased.
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21. Default
21.1 For the purposes of this clause, the term “days” shall mean business days.
21.2 Having regard to the parties’ obligations, warranties and representations, a party shall be in default if a party:
21.2.1 fails to pay any amount by due date and does not remedy such default within fifteen days of written notice to do so;
21.2.2 commits a breach of any other provision of this agreement and fails to remedy the breach within seven days of written notice to do so, provided that:
21.2.2.1 if the breach can reasonably be remedied within a shorter period, the party giving the notice may specify that shorter period in the notice and
the party in default shall remedy the breach within that period;
21.2.2.2 if the breach cannot reasonably be remedied within seven days, the party in default shall be entitled to an extension, not exceeding a further fifteen days, to remedy the breach, on condition that the party in default provides evidence to the reasonable satisfaction of the other party within the seven days that effective steps to remedy the breach have been initiated and continues to provide such evidence, on an ongoing basis, that the steps
are being expeditiously pursued;
21.2.3 takes steps to surrender that party’s estate or that party’s estate is sequestrated, whether provisionally or finally;
21.2.4 takes steps to place itself, or is placed, in liquidation, whether voluntary or compulsory, or in judicial management, in either case whether provisionally or finally;
21.2.5 takes steps to deregister itself or is deregistered;
21.2.6 commits an act of insolvency as defined in the Insolvency Act as at the date of this agreement, or, being a corporate body, commits an act which would be such an act of insolvency if committed by a natural person;
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21.2.7 fails to satisfy a judgment against that party within ten days after that party becomes aware of the judgment, except that if that party provides evidence on an ongoing basis to the reasonable satisfaction of the other party that steps have been initiated within the ten days to appeal, review or rescind the judgment and to procure suspension of execution and that such steps are being expeditiously pursued, the period of ten days shall run from the date the judgment becomes final or the attempt to procure suspension of execution fails.
21.3 If a party is in default each of the other parties (for the purposes of this clause 21.3, “the Aggrieved Party") shall be entitled, in addition to all other remedies at law, to:
21.3.1 cancel the agreement forthwith, in which event:
21.3.1.1 the Aggrieved Party may retain all monies paid by the party in default or claim damages;
21.3.1.2 if the Aggrieved Party elects to claim damages the Aggrieved Party may retain all monies paid by the party in default pending determination of the
amount of the damages; or
21.3.2 uphold the agreement, in which event the full balance owing, and all other obligations owed, by the party in default shall, at the option of the Aggrieved Party, become immediately due, payable and enforceable; or
21.3.3 uphold the agreement, in which event the Aggrieved Party may require the party in default to provide security to the reasonable satisfaction of the Aggrieved Party for the payment of all amounts, and the performance of all other obligations, owed by the party in default.
22. Dispute Resolution
22.1 In the event of any dispute between the parties arising out of this agreement, the parties and/or a representative thereof shall meet to try to resolve the dispute. Such meeting shall take place within 7 (seven) days after the date on which the matter has finally not been resolved between any other parties which have attempted to do so. Any such meeting shall take place either in person or by telephone and with or without their legal advisors.
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22.2 Should the parties be unable to resolve the dispute between them, then they shall be entitled to determine by agreement as to whether they would like a third party to attempt to mediate the dispute. Should they disagree in this regard or should a mediator be appointed and fail to mediate the dispute, then either party shall choose whether to take the dispute to arbitration or to litigation. If a party chooses arbitration, it shall only be permitted if agreed by the parties.
22.3 An arbitration held in terms of this agreement shall be held:
22.3.1 In accordance with the rules of the Arbitration Foundation of Southern Africa.
22.3.2 By an arbitrator appointed by AFSA:
22.3.2.1 in Johannesburg;
22.3.2.2 in an informal manner without any dealings or discovery of documents and without it being necessary to observe the strict rules of evidence;
22.3.2.3 at the earliest date possible with a view to it being finalised within one month from the date in which the dispute is referred to arbitration;
22.3.2.4 except where the provisions of this clause provides otherwise, under the provisions of the Arbitration Act 42 of 1965, or such other arbitration Act
22.4
or regulation as may be in force from time to time.
The provisions of this clause shall be deemed to be severable from the remainder of this agreement and shall remain binding and effective as between the parties notwithstanding that this agreement may otherwise be cancelled or rendered of no force and effect for any reason.
23. Suspension and Termination of production of the Film
23.1 Notwithstanding the provisions of clause 21 or any other provision of this agreement, M-Net shall, in its discretion, reasonably exercised, and at any time before the parties have discharged their obligations under this agreement, be entitled to suspend or terminate the production of the Film by written notice to the Producer. In this regard it is recorded that M-Net must retain the utmost flexibility regarding its programming requirements as these requirements are dictated by the prevailing regulatory climate and by M-Net's viewers.
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23.2 The parties acknowledge that, without limiting the provisions of clause 20, the production of the film (or part thereof) may be stopped and/or suspended by events such as: (i) a change in the Government Regulations negatively impacting the production of television programmes; or (ii) health, safety, financial and/or reputational considerations relating to COVID-19 or related causes, such as a member of the cast, crew or other production personnel contracting the virus. In the event that:
23.2.1 there is any reason that the Producer is unable to perform any production services in accordance with the Government Regulations; or
23.2.2 continued production may result in any adverse health, safety financial or reputational impact on M-Net, the Producer or the Film; or
23.2.3 any member of the cast, crew or other production personnel tests positive for COVID-19; or
23.2.4 the Producer has a reasonable suspicion that any member of the cast, crew or other production personnel may be infected with the COVID-19 virus,
the Producer shall stop production and notify M-Net immediately.
23.3 Upon notification that production of the Film has stopped as a result of an event referred to in clause 23.2 above, M-Net will assess the prospects of a successful continuation and completion of production of the Film. During the period of stoppage, the Producer will co-operate fully with M-Net and provide whatever information or assistance M-Net requires in order to conduct its assessment. If M- Net determines in sole discretion, that production or part thereof must be suspended immediately, M-Net will give written notice to the Producer requiring immediate suspension, for a period determined by M-Net, based on its assessment. If M-Net’s assessment determines that production can continue, M- Net will notify the Producer accordingly (it being understood that production will not resume until M-Net gives prior written approval).
23.4 During the period of: (i) stoppage in terms of clause 23.2 above (whether followed by suspension or not); and/or (ii) suspension of production or part thereof in terms of clause 23.3 above, no costs will be payable by M-Net to the Producer under this agreement. During the said period, the parties shall endeavour in good faith to agree on an alternative basis for achieving the objects of this agreement.
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23.5 Should the Producer proceed with production, where production or part thereof ought to have stopped in terms of clause 23.2 or in spite of the suspension notice referred to in clause 23.3 above
23.5.1 the Producer shall not be entitled to receive any payments or reimbursements from M-Net in relation to costs or other amounts incurred as a result of continued production from the date production ought to have stopped;
23.5.2 the Producer shall be solely liable to any person in respect of any claim, loss or damage suffered or incurred as a result of continued production and fully indemnifies M-Net and holds it harmless in this regard;
23.5.3 M-Net shall have the right to terminate this agreement with immediate effect, without limiting any other rights or remedies available to M-Net under this agreement or in law.
23.6 Where production or part thereof is suspended in terms of clause 23.3 above, the Producer acknowledges that:
23.6.1 production shall not resume without M-Net’s prior written approval;
23.6.2 M-Net shall be entitled to extend the period of suspension;
23.6.3 In addition to any other rights that M-Net may have under this agreement, M- Net shall be entitled to terminate this agreement, with immediate effect: (i) should its assessment so determine or if agreement on an alternative basis referred to in clause 23.4 is not reached within 30 (thirty) days; or (ii) if the suspension continues for more than 30 (thirty) days, in which case the provisions of clause 23.8 below shall apply.
23.7 In any agreements that the Producer concludes with any third parties in relation to the production of the Film, the Producer shall ensure that it has the right to stop production, suspend or terminate such agreements immediately upon the stoppage, suspension or termination of production of the Film, without payment of any fees or costs during periods of stoppage and/or suspension.
23.8 Upon termination of this agreement in terms of clause 23.1 above, the following provisions shall apply:
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23.8.1 no party shall have any claim against the other arising out of this agreement or stoppage or suspension of production or the termination of this agreement, save as provided in this clause;
23.8.2 M-Net will retain the Film or that portion of the Film produced as at the date of termination, including the copyright therein, while the Producer will retain all payments made to it by M-Net (as at the stoppage, suspension or termination date, and also shall be entitled to receive all payments owing to it by M-Net which are then in arrears in respect of costs incurred prior to the stoppage, suspension or termination date; and
23.8.3 where M-Net’s payment to the Producer exceeds the costs incurred in the production of the Film in accordance with the Production Budget as at the date of termination, the Producer shall be liable to repay the excess to M-Net.
23.9
Nothing contained in this agreement shall preclude M-Net from continuing to produce the Film, whether or not under a different name and/or in a format which is the same as or which is similar to the script or Format of the Film.
24. Change of control
24.1
24.2
M-Net shall have the option to summarily terminate this agreement in the event that there is change of control of the Producer without M-Net’s prior written consent.
A person/entity shall be deemed to “control” the Producer if that person or entity:
24.2.1 owns more than half the capital assets of the Producer; or
24.2.2 has the power to exercise forty percent (40%) or more of the voting rights in
the Producer; or
24.2.3 has the legal power to direct or cause the direction or general management or affairs of the Producer; or
24.2.4 has the power to appoint more than half the members of the supervisory board, board of directors or bodies legally representing the Producer; or
24.2.5 has the right to manage the business of the Producer.
24.3 Should M-Net exercise the option of terminating the agreement in accordance with this clause 23, the provisions of clause 23.2 and 23.3 shall be applicable.
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25. Miscellaneousmatters
25.1 25.1.1 25.1.1.1
25.1.1.2
25.1.2 25.1.2.1
25.1.2.2
25.1.2.3
25.1.2.4
25.1.3
postal address
Any written notice in connection with this agreement may be addressed: in the case of M-Net to:
address: P O Box 2963
Pinegowrie 2123
fax no: (011) 686-6660;
in the case of the Producer and the Individual Producer to:
address: Plot No. 236, Kimweri Avenue, Msasani, Dar Es Salaam, Tanzania
email address: <PRESIDIO_ANONYMIZED_EMAIL_ADDRESS> and <PRESIDIO_ANONYMIZED_EMAIL_ADDRESS>
The notice shall be deemed to have been duly given:
7 days after posting, if posted by registered post to the party’s address in terms of this sub-clause;
on delivery, if delivered to the party’s physical address in terms of either this sub-clause or the next sub-clause dealing with service of legal documents;
on despatch, if sent to the party’s then fax number and confirmed by registered letter posted no later than the next business day,
unless the addressor is aware, at the time the notice would otherwise be deemed to have been given, that the notice is unlikely to have been received by the addressee through no act or omission of the addressee.
A party may change that party’s address for this purpose, by notice in writing to the other party. No notice shall be necessary in respect of a new or changed fax number.
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25.2 address for service of legal documents
25.2.1 The parties choose the following physical addresses at which documents in legal proceedings in connection with this agreement may be served (i.e. their domicilia citandi et executandi):
25.2.1.1 M-Net:
137 Bram Fischer Drive
Ferndale Randburg 2194
and shall be marked for the attention of The Chief Executive Officer
25.2.1.2 the Producer and the Individual Producer:
Plot No. 236, Kimweri Avenue, Msasani, Dar Es Salaam, Tanzania
and shall be marked for the attention of ADAM JUMA MIKIDADI and PETER FREDRICK KISIRAGA
A party may change that party’s address for this purpose to another physical address in the Republic of Kenya or the Republic of South Africa, by notice in writing to the other party.
25.3 entire contract
This agreement contains all the express provisions agreed on by the parties with regard to the subject matter of the agreement and the parties waive the right to rely on any alleged express provision not contained in the agreement.
25.4 no representations
No party may rely on any representation which allegedly induced that party to enter into this agreement, unless the representation is recorded in this agreement.
 Dhahabu 14 March 2023

25.5 variation, cancellation and waiver
No contract varying, adding to, deleting from or cancelling this agreement, and no waiver of any right under this agreement, shall be effective unless reduced to writing and signed by or on behalf of the parties.
25.6 indulgences
If any party at any time breaches any of that party’s obligations under this agreement, the other party (for the purposes of this clause 25.6, “the Aggrieved Party”):
25.6.1 may at any time after that breach exercise any right that became exercisable directly or indirectly as a result of the breach, unless the Aggrieved Party has expressly elected in writing or by clear and unambiguous conduct, amounting to more than mere delay, not to exercise the right. (If the Aggrieved Party is willing to relinquish that right the Aggrieved Party will on request do so in writing.) In particular, acceptance of late performance shall for a reasonable period after performance be provisional only, and the Aggrieved Party may still exercise that right during that period;
25.6.2 shall not be estopped (i.e. precluded) from exercising the Aggrieved Party’s rights arising out of that breach, despite the fact that the Aggrieved Party may have elected or agreed on one or more previous occasions not to exercise the rights arising out of any similar breach or breaches.
25.7 cession
25.7.1 The Producer and Individual Producer shall not be entitled to cede their rights and/or delegate their obligations under this agreement without the consent of M-Net.
25.7.2 M-Net shall be entitled to cede, assign and transfer its rights under this agreement whether wholly or in part, without the consent of the Producer.
25.8 applicable law
This agreement and its termination shall be interpreted and implemented in accordance with the law of the Republic of South Africa.
 Dhahabu 14 March 2023

25.9 jurisdiction
Should a party elect to institute proceedings in the High Court the parties consent
to the jurisdiction of the South Gauteng High Court of South Africa.
25.10 costs
25.10.1 Each Party shall bear their own legal costs of and incidental to the negotiation, preparation, settling, signing and implementation of this agreement.
25.10.2 Any costs, including attorney and own client costs, incurred by either party arising out of the breach by the other party of any of the provisions of this agreement shall be borne by the party in breach.
 Dhahabu 14 March 2023

Signed at on
1. .................................... 2. ....................................
Signed at
1. ................................................ 2. ................................................
Signed at on
1. ................................................ 2. .................................................
Signed at on
.......................................
.......................................
 for ELECTRONIC MEDIA NETWORK PROPRIETARY LIMITED
on
 for KIKOI INNOVATIVE MEDIA LIMITED
.......................................
for ADAM JUMA MIKIDADI
 1. .......................................................................................
for PETER FREDRICK KISIRAGA
  Dhahabu 14 March 2023

Format
Dhahabu follows a talented band of musicians whose promising careers are jeopardised when they start competing for their chance in the spotlight.
Schedule “A”
 Dhahabu 14 March 2023

Summary
Total Amount (excluding VAT):
69,000,000
Currency:
Tanzania - Tanzanian Shilling
Production to the value:
sixty-nine million only.
Additional payment, if any:
No
Detail Options:
Production Budget
Schedule “B”
 Dhahabu 14 March 2023

         E
F
G
H
I
J
K
L
M
N
O
P
Q
R
S
T
U
NAME OF PRODUCTION:
PRODUCTION COMPANY:
NUMBER OF EPISODES:
BUDGET CONTACT PERSON:
PRE-PRODUCTION:
SHOOT :
T A L ENT
PRODUCTION STAFF
CAMERA DEPARTMENT
SOUND DEPARTMENT
LIGHTING DEPARTMENT
ART DEPARTMENT
SET DEPARTMENT
PROPS DEPARTMENT
WARDROBE
MAKE-UP + HAIR
LOCATIONS
V EHI C L ES
ACCOMMODATION+MEALS
M USIC
POST PRODUCTION
OV ERHEA DS
SUBTOTAL
INSURANCE
PRODUCTION FEE
TOTAL
COST PER EPISODE
TEL:
FAX:
Production Name:DHAHABU
    DHAHABU
Kikoi Innovative Media
       M I NS / EP .
 TOTAL MINS:
  01-Apr-23
25-Apr-23
255754074323
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
N/A
TO:
17,150,000.00
1,680,000.00
14,070,000.00
2,940,000.00
1,960,000.00
600,000.00
700,000.00
700,000.00
490,000.00
560,000.00
3,010,000.00
1,680,000.00
2,800,000.00
600,000.00
4,000,000.00
500,000.00
66,935,000.00
56,000.00
2,009,000.00
69,000,000.00
Adam Juma
90 min
255754074323
     CELL:
   E-MAIL:
   20-Apr-23
17,150,000.00
1,680,000.00
14,070,000.00
2,940,000.00
1,960,000.00
600,000.00
700,000.00
700,000.00
490,000.00
560,000.00
3,010,000.00
1,680,000.00
2,800,000.00
600,000.00
4,000,000.00
500,000.00
66,935,000.00
56,000.00
2,009,000.00
69,000,000.00
69,000,000
<PRESIDIO_ANONYMIZED_EMAIL_ADDRESS>
 Weeks/Days:
TRUE
TRUE
TRUE
TRUE
TRUE
TRUE
TRUE
TRUE
TRUE
TRUE
TRUE
TRUE
TRUE
TRUE
TRUE
TRUE
TRUE
TRUE
20 days
    TO:
09-May-23
Weeks/Days:
14 days
         NO.
 A
 B
 C
 D
POST-PRODUCTION:
FIRST TX DATE:
SCRIPT
PRODUCER
DIRECTOR
DESCRIPTION
26-Apr-23
TBC
INTERNAL
0.00
0.00
0.00
TO:
EXTERNAL
1,475,000.00
6,500,000.00
5,520,000.00
26-Jun-23
TOTAL
1,475,000.00
6,500,000.00
5,520,000.00
Weeks/Days:
TRUE
TRUE
TRUE
60 days
TRUE
TRUE
TRUE
TRUE
 TRUE
 TRUE
 TRUE
 TRUE
 TRUE
 TRUE
 TRUE
 TRUE
 TRUE
 TRUE
 TRUE
 TRUE
 TRUE
 TRUE
 TRUE
  TRUE
    TRUE
     Dhahabu 14 March 2023

  Dhahabu 14 March 2023

  Dhahabu 14 March 2023

  Dhahabu 14 March 2023

  Dhahabu 14 March 2023

The Payment Schedule
Schedule "C"
      PAYMENT SCHEDULE
   Production Company: Kikoi Innovative Media Limited
 Production title: Dhahabu
       TRANCHE
       CASHFLOW PERIOD
       INVOICE SUBMISSION DATE
     ANTICIPATED PAYMENT DATE
       BUDGETED CASHFLOW EXCL. V.A.T.
         V.A.T. AMOUNT 15%
       AMOUNT INCL. V.A.T.
     BALANCE TO INVOICE EXCL.
         INV NO.
    1 April 2023 01 March 2023 30 March 2023 TZS 41,400,000 NIL TZS 41,400,000 TZS 27,600,000 TBC
2 June 2023 01 May 2023 30 May 2023 TZS 13,800,000 NIL TZS 13,800,000 TZS 13,800,000 TBC
The final payment to the Producer in terms of this agreement shall only be made on condition that M-Net is satisfied that all the delivery requirements as outlined in this production agreement and in accordance with Schedule D, including without limitation delivery of all duly signed performers undertakings, writers undertakings, all original documentation (or certified copies thereof) evidencing the acquisition and clearance of all intellectual property rights including music rights in accordance with clause 13 of this production agreement, have been met and only after the final audit results have been reviewed and concluded by M-Net in accordance with clause 12.
              3
FINAL PAYMENT
TBC
FULL REVIEW / AUDIT
TZS 13,800,000
NIL
TZS 13,800,000
NIL
TBC
        TOTALS
TZS 69,000,000
TZS 69,000,000
      Dhahabu 14 March 2023

1. 2. 3.
4. 5.
6.
7.
8.
9.
The Film in final broadcast form in HD via Aspera Faspex or Shares, on the dates set out in the Delivery Schedule;
The Promotionals in final broadcast form in HD via Aspera Faspex or Shares, on the dates set out in the Delivery Schedule;
Clean version of all Promotionals without channel imaging and/or end board via Aspera Faspex or Shares, on the date of delivery of the last episode of the Film as set out in the Delivery Schedule;
The scripts of the Film and the Promotional simultaneously with the delivery of the Film via RECUE (www.recue.biz), on the dates set out in the Delivery Schedule;
All time coded dialogue sheets and final control sheets for the Film duly completed, via RECUE (www.recue.biz), on the date of delivery of the Film as set out in the Delivery Schedule;
Accurate and specific synopsis of the entire Film via RECUE (www.recue.biz) within 30 (thirty) days of signature of the production agreement but not later than 1(one) month prior to first broadcast of the Film;
Accurate and specific synopsis of the Film via RECUE (www.recue.biz), within a minimum of 14 (fourteen) working days prior to the delivery of the Film as set out in the Delivery Schedule;
All music rights licence agreements evidencing the clearance of all music used in the Film in accordance with clause 13 of the production agreement, via RECUE (www.recue.biz), on the date of delivery of the Film as set out in the Delivery Schedule;
All completed music cue sheets of all music used in the Film via RECUE (www.recue.biz), on the date of delivery of the Film as set out in the Delivery Schedule;
The Delivery Specifications
The Producer undertakes to deliver at the Producer’s cost the following materials to M-Net:
Schedule “D”
  Dhahabu 14 March 2023

10. All M&E soundtracks (stems) for all music and effects used in the Film with the content on Textless version part of the file delivery in accordance with the specifications set out in paragraph 18 below;
11. All applicable original consents, documents and licenses including but not limited to crew and cast lists, crew, cast and extras agreements and/or release forms, location agreements, evidencing the acquisition and clearance of all intellectual property rights in accordance with clause 13 of the production agreement via RECUE (www.recue.biz), on the date of delivery of the Film as set out in the Delivery Schedule;
12. All duly signed principal performer’s undertaking and all original documentation (or certified copies thereof) in respect of each principal performer in the Film, evidencing the acquisition and clearance of all intellectual property rights in accordance with clause 13 of the production agreement via RECUE (www.recue.biz) on the date of delivery of the Film as set out in the Delivery Schedule;
13. All duly signed writer’s undertaking and all original documentation (or certified copies thereof) in respect of each writer in the Film, evidencing the acquisition and clearance of all intellectual property rights in accordance with clause 13 of the production agreement via RECUE (www.recue.biz) on the date of delivery of the Film as set out in the Delivery Schedule;
14. Dual purpose master (Texted master with Textless elements at tail) together with all original footage including unused footage of the entire Film, on the date of delivery of the Film as set out in the Delivery Schedule; (If there are more than 15 captions in the body of the programme, please supply separate Texted and Textless masters of the programme);
15. All Video and Audio delivery of the Film must comply with the video and audio delivery specifications outlined in paragraph 18 below:
 Dhahabu 14 March 2023

16. All marketing and promotional materials for the Film as follows: At least one month before first TX:
High resolution logo
Photos of the presenters/actors (not smaller than 940 pixels) Info about the presenters/actors
Behind the scenes/on set photos
Digital poster of the Film
Two weeks before Film TX:
5 - 6 Screengrabs of the Film
Bloopers
Exclusive videos for use on social media platforms for example, behind the scenes footage in MP3, MP4 or MPEG format.
17. All financial records on encrypted hard drive digital format delivered directly to the commissioning editor, monthly and/or on the date of delivery of the Film in accordance with the dates set out in the Delivery Schedule as follows:
Monthly:
Financial Deliverables (Monthly) - Per M-Net Protocols Detailed General Ledger For The Cashflow Period
Trial Balance / Balance Sheet
Bank Statements & Bank Recons For The Cashflow Period Producer Invoices To Project (Recoveries)
Working Budget (M-Net Pack)
Asset Lists
Deviation Report (M-Net Pack)
At The End Of The Production Before Final Payment:
Financial Submissions (Final Submission) - Per M-Net Protocols
   Dhahabu 14 March 2023

18.
Full Detailed General Ledger
Final Trial Balance / Balance Sheet
Final Bank Statements
Final Full Bank Recons
Audit Report Per M-Net Protocols
Detailed Asset Lists (Incl. Losses / Donations / Sales) Final Journals - Supporting Documents & Details Final Working Budget (M-Net Pack)
Final Deviation Report (M-Net Pack)
Digital Scans - Continuity Reports
Digital Scans - Insurance Policies For Project
Flash Drive - Admin Files & Accounting Backups
Video and Audio Delivery Specifications:
   Dhahabu 14 March 2023

  Dhahabu 14 March 2023

  Dhahabu 14 March 2023

  Dhahabu 14 March 2023

The Delivery Schedule
Schedule "E"
       DELIVERY SCHEDULE
   Production Co: Kikoi Innovative Media Limited
 Production title: Dhahabu
   Eps #
 Delivery Date
 1 30 June 2023
  Total episodes
 1
       Dhahabu 14 March 2023

Annexure "1" Principal Performer’s Acknowledgement and Undertaking
1. Definitions
For the purpose of this principal performer's acknowledgement and undertaking, the
following terms shall bear the following meanings:
1.1 Electronic Media Network Proprietary Limited ("M-Net") is -
(i) a company incorporated in accordance with the laws of the Republic of South Africa with registration number 1985/002853/07; and
(ii) a broadcaster in South Africa and through its affiliates broadcasts, exhibits, transmits, makes available and/or communicates material to the public, in various areas of the world by various manners and media whether of a traditional, new or convergent nature and whether now known or hereinafter invented, including, without limitation, the Internet, satellite broadcast and other technology ("the M-Net Services");
1.2 "the Copyright Act" means the Copyright Act 98 of 1978, as amended;
1.3 "the Performer" means the principal performer, [WWB : insert full name and
identity number of performer];
1.4 "the Performer Agreement" means the performer agreement entered into
between the Producer and the Performer, dated [WWB : insert date];
1.5 ''the Performers' Protection Act" means the Performers' Protection Act 11 of
1967, as amended;
1.6 "the Producer" means [WWB : insert full name and description of producer,
including registration number, if applicable];
1.7 "the Production Agreement" means the production agreement entered into
between M-Net and the Producer, dated [WWB : insert date];
1.8 "the Role" means the role to be portrayed and performed by the Performer in the
Series as specified in Schedule "A" to this acknowledgement and undertaking;
 Dhahabu
14 March 2023

1.9 "Script" means the original literary work, being a television series script provisionally entitled [WWB : insert working title]; and
1.10 "the Series" means the television programme provisionally entitled [WWB : insert working title], to be produced by the Producer, pursuant to having been commissioned to do so by M-Net in terms of the Production Agreement which will consist of [WWB : insert number] episodes, each of [WWB : insert duration] minutes in duration.
2. Introduction
2.1 M-Net and the Producer have entered into a Production Agreement in terms of
which M-Net has commissioned the Producer to produce the Series.
2.2 The Producer and the Performer have entered into the Performer Agreement in terms of which the Performer will portray and perform the Role in the Series.
2.3 The Performer provides the acknowledgements and undertakings in favour of M- Net and/or the Producer, as stated hereunder.
3. Complete consideration/ Buy-out
3.1
The Performer acknowledges and agrees that the consideration payable to the Performer by the Producer in terms of the Performer Agreement constitutes the full, complete and sufficient consideration in respect of the rendering of the services by the Performer and the grant of any and all rights by the Performer under the Performer Agreement, and includes:
3.1.1 the Performer's participation in any money received by M-Net, or profits related to the Series or the exploitation thereof which may accrue to M-Net; and
3.1.2 any repeat or residual fees of any nature whatsoever in respect of the services rendered by the Performer in terms of the Performer Agreement; and
3.1.3 You hereby acknowledge and agree that the services fees referred to in clause 3.1 represents a reasonable, full and final consideration for the contribution and all other services rendered under this agreement having regard to the rights granted to M-Net in term of this agreement including,
 Dhahabu
14 March 2023

without limitation, the full copyright in relation to your contribution to the Programme. Accordingly, the Performer agrees that M-Net shall not pay the Performer any further fees or royalties in connection to the contribution to the Series including, without limitation, when the Series is rebroadcast or exploited in any other form of media either by M-Net itself or any of its third- party licensees. Notwithstanding the foregoing, it is agreed that in the event parliament passes legislation during the term of this agreement that provides for mandatory payment to performers of further fees or royalties by broadcasters in respect of repeat broadcasts of programmes, then M-Net shall pay the Performer any such further fees or royalties in respect of the repeat broadcasts of the Series as may be required by legislation with effect from the date prescribed by parliament and in the manner provided for under such legislation.
4. Intellectual Property
4.1
4.2
All copyright, intellectual property rights and performance rights of whatsoever nature arising out of the performance by the Performer of his/her obligations in terms of the Performer Agreement are, to the extent that they do not vest automatically in the Producer, hereby irrevocably ceded and assigned, in perpetuity, to the Producer. It is recorded that in terms of the Production Agreement, the Producer in turn assigns all such rights to M-Net, worldwide and in perpetuity, without limitation.
For the avoidance of any doubt, it is recorded, acknowledged and agreed that M- Net shall own all right, title and interest in and to:
4.2.1 the Series, and any portion thereof (and any and all recorded footage); all works and materials underlying the Series, and/or upon which the Series will be based, including, without limitation, all drafts of the Script (including the final shooting version of the Script); and
4.2.2 all works and materials that may be incorporated in and/or related to the Series, including, without limitation, all off-cuts from the Series and any unused footage and materials, worldwide and in perpetuity.
 Dhahabu
14 March 2023

4.3 Accordingly, M-Net shall be entitled to exploit and/or dispose of all copyright and intellectual property rights in and to the Series and all formats, ideas and concepts arising out of the Series, in its sole discretion, anywhere in the world without any further payment to the Performer.
4.4 The Performer hereby:
4.4.1 irrevocably and unconditionally grants to M-Net and the Producer, the right to photograph, portray, make recordings of and/or film the Performer, his/her portrayal and/or performance of the Role and record his/her voice and other sound effects in connection with the portrayal and/or performance of the Role for use in and in connection with the Series ("the Performance");
4.4.2 irrevocably and unconditionally grants to M-Net, the exclusive right to reproduce in any manner or form, use, rebroadcast, exhibit, transmit, communicate or make available to the public, distribute or make an adaptation of (including, without limitation, by editing, cutting, rearranging or dubbing), and otherwise exploit (including without limitation, include in advertisements, promotions and publicity for the Series), the Series (or part thereof), incorporating the Performance (or any part thereof), in any manner and all media whether now known or hereinafter invented, worldwide and in perpetuity, or do, in relation to an adaptation of the Series (or part thereof) incorporating the Performance (or part thereof), any of the aforementioned acts, worldwide and in perpetuity;
4.4.3 waives in favour of each of M-Net and the Producer, and each of their successors in title and assigns, any moral rights, as envisaged in the Copyright Act, which may vest in the Performer, in respect of any part of the Series, any M-Net programme or other event or function attended, recorded and/or filmed by the Producer, M-Net and/or its agent/s arising out of or related to the Performance; and
4.4.4 grants to each of M-Net and the Producer, an exclusive transferable licence to use and authorise others to use, produce and exploit in any manner and in all media worldwide and in perpetuity, his/her name, sobriquet, profile, photograph, likeness (whether actual or simulated), biographical material, voice, sound effect, caricature and the like ("the Performer's Image") for advertising and publicity purposes in respect of the promotion of the Series
 Dhahabu
14 March 2023

5. 5.1
and the M-Net Services only. It is specifically recorded, acknowledged and agreed that this paragraph 4.4.4 shall not be construed so as to entitle M-Net to use the Performer's Image for the purposes of the endorsement of any product or service other than (i) the Series or any M-Net Service or (ii) by way of the Performer's indirect association with any sponsor of the Series, by virtue only of the Performer's performance in the Series.
The Performer's Obligations
The Performer undertakes to make himself/herself available, at such times as may be agreed between M-Net and/or the Producer on the one hand, and the Performer on the other hand, during the production of the Series and after completion of production of the Series, at no extra cost to M-Net or the Producer, for any reasonable publicity work related to the Series that is deemed necessary by M-Net's Public Relations Department and/or the Producer, including but not limited to, print media, radio and television interviews, programme director and master of ceremonies work, related to the publicity of the Series. For the avoidance of any doubt, it is acknowledged and agreed that the Performer's schedule may not necessarily allow for the Performer to make himself/herself available at the times proposed by M-Net and that to the extent that it is not possible for M-Net and the Performer to reach agreement in respect of a time at which the Performer is able to make himself available, the Performer will not be obliged to make himself/herself available in terms of this clause 5; and
not to include in any of his/her public appearances, or at any functions or events presented or attended by him/her, any matter that may be obscene, racially offensive, pornographic, abusive or embarrassing to M-Net.
Confidentiality
The Performer shall not disclose to any third party, any information relating to the terms and conditions of this acknowledgement, except to the extent necessary to comply with any law or valid court order.
The Performer shall not at any time, disclose to any person whatsoever, any information relating to M-Net or its business or trade secrets, of which the Performer has or may come into possession.
5.2
6. 6.1
6.2
 Dhahabu
14 March 2023

6.3 The Performer shall not at any time release any statement to the press or make any other public statement of any nature which could reasonably be expected to be published in the media regarding this acknowledgement or any other matters concerning M-Net, without M-Net's prior written authority to do so. Notwithstanding the aforegoing, it is recorded that in the Performer's capacity as a public figure, the Performer will be entitled to freely communicate with the press and make public statements on any other matter, provided such statements will not directly relate to the Series or M-Net.
7. Further assurances
To the extent necessary, the Performer undertakes, when called upon to do so by M- Net and/or the Producer, to sign any documentation or enter into any agreement to give effect to the rights granted to M-Net and/or the Producer in terms of this acknowledgement and undertaking.
8. Acknowledgement given freely and voluntarily
The Performer confirms that this acknowledgement has been made freely and
voluntarily.
Signed at and accepted by [WWB: insert full name of Performer] on 2023.
for [WWB: insert full name of Performer]
................................................................... ................................................................
 Dhahabu
14 March 2023

Schedule "A"
The Role
[WWB : insert description of role, corresponding to the description contained in
the Performer Agreement]
 Dhahabu 14 March 2023

Declaration
Please complete this declaration as soon as editing of the Film has been completed and return to [INSERT FULL NAMES AND CONTACT NUMBER]
Please note that:
• M-Net’s written consent must have been obtained from M-Net prior to use of restricted third party material in the Film. Kindly attach M-Net’s written consent to this form upon submission.
• The restricted third party material used in seconds should be calculated by adding together the total length of time the material appears on screen. This also applies to any repeat use of the restricted material within the production of the Film.
• By completing this form I declare that restricted third party material was used and/or incorporated in the production of the Film with M-Net’s prior written notification as set out below:
Annexure “2”
     Is there restricted third party material within the production of the Film?
*please tick the answer
YES □
 Have you obtained M-Net’s prior written consent to use restricted third party material within the production of the Film?
*please tick the answer
YES □
 Production Company:
Kikoi Innovative Media Limited
      Dhahabu
14 March 2023

  Production Title:
Dhahabu
 Third Party Owner:
 Applicable Restrictions:
*please attach supporting clearance documentation
Shot/clip Description
  Duration
  Location of the Shot/Clip
on the Time coded dialogue sheets
   1. 2. 3. 4.
  TOTAL DURATION ON SCREEN
  Signed by:
Name (print): _________________________________ Signature:____________________________________ Designation:_________________________________ Date:_ 14 March 2023_____________________________
            Dhahabu 14 March 2023