Exhibit 10.11


 





 


Development Agreement


 


This  Agreement is entered into
on the 27th day of February, 2004, by and between BEHIND THE HEDGE
PRODUCTIIONS, INC., the Client (hereinafter referred to as “client”) and Public
Media Works  , INC., a Delaware  corporation (hereinafter referred to as
“PMW”).


 


 


THE PARTIES HEREBY AGREE AS FOLLOWS:


 


1.             PMW shall be engaged to complete the
services (development of the “Property” tentatively titled “Over The
Hedge.”)  All work performed under this
Contract shall become the sole property of BEHIND THE HEDGE PRODUCTIONS, INC.,
(the “client”) for any and all uses.


 


2.             PMW shall provide material which will
include a treatment, a complete full-length feature film script no less than 90
pages and no more than 120 pages written or co-written by Corbin Bernsen, a
shooting schedule, a mutual agreed upon budget and/or other material related to
the services.  All material shall remain
the sole property of the Client.


 


3.             PMW shall be compensated for their
services described in TWO PHASES as follows:


 


3.1           Phase One: 
Upon execution of this document, PMW shall receive $25,000 (twenty five
thousand dollars).  For this the Client
shall receive a “first draft” of the script “Over the Hedge.”


 


3.2           PMW shall be allowed 12 weeks from execution
of this document to complete phase one development with weekly updates to
Client beginning week 3 for approval of story content.  These updates will be delivered via email to
an assignee of the Client.


 


3.3           PMW shall pay for all development costs
related to Phase One.  Excluded in these
costs shall be anything not directly related to the development of the script
such as travel associated with raising further production capitol for the
project unless mutually agreed upon by both parties.


 


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3.4           Phase Two: 
After mutually agreed upon notes and comments regarding the “first
draft” by both parties, PMW shall complete a “final draft” production ready
shooting script to client.


 


3.5           After a mutually agreed upon “final draft,”
PMW shall generate a working shooting schedule for the film and a working
budget based upon the final draft and shooting schedule.  Prior to creating the budget, both parties
will agree upon a definitive number that is in fact “the budget” so that
anticipated funding can be allocated accordingly.


 


3.6           PMW shall also make best efforts to attach
mutually agreed upon “talent” to the project with signed “letters of intent” by
those performers.  PMW however makes no
claims that it will absolutely do so with the exception of Corbin Bernsen who
will sign a letter of intent.   PMW also
makes no claims that the attached talent will in fact participate in the final
project. All agreements with talent will be subject to compensation and
availability of that talent.


 


3.7           Upon completion of Phase Two which includes
delivery of “final draft” shooting script, shooting schedule, and shooting
budget as described above, PMW shall receive $25,000 (twenty five thousand
dollars).  This “final payment” shall
reflect completion of services by PMW.


 


4.             PMW acknowledges that all results,
products and proceeds of their services, including all original ideas in
connection therewith, are being specifically ordered by the Client and shall be
considered a “work made for hire” for the benefit of the Client.  Therefore, the Client shall be the copyright
holder thereof for all purposes throughout the universe without any limitation
of any kind or nature.  In consideration
of compensation paid to PMW hereunder, the Client shall solely and exclusively
own throughout the universe in perpetuity all rights of every kind and nature
whether now or hereafter known or created in and in connection with such
results, product and proceeds, in whatever stage of completion as may exist
from time to time, including: (i) the copyright and all rights of copyright;
(ii) all neighboring rights, trademarks and any and all other ownership and
exploitation rights now or hereafter recognized in any Territory, including all
rental, lending, fixation, reproduction, broadcasting, distribution and all
other rights of communication by any and all means, media, devices, processes
and technology; (iii) the right to adapt, rearrange, and make changes in,
deletions from and additions to such results, products and proceeds, and to use
all or any part thereof in new version, adaptation, or other projects including
remakes and sequels; (iv) the right to use the title of the work performed
under this Agreement in


 


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connection therewith or otherwise and to change such title; and (v) the
right of the Client to retain all rights to the material for all futures uses
known or unknown, stated or unstated.


 


5.             PMW hereby represents and warrants that it
is free to enter into this Agreement and no rights of any third parties are or
will be violated  entering into or
performing this Agreement.  PMW is not
subject to any conflicting obligation or any disability, and has not made
and  shall not hereafter make any
agreement with any third party, which could interfere with the rights granted
to the Client hereunder or the full performance of  it’s obligation and services hereunder.


 


6.             PMW hereby represents and warrants that
all of the work (and the Property, if any) shall be wholly original and none of
the same has been or shall be copied from or based upon any other work unless
assigned in this Agreement. The reproduction, exhibition, or any use thereof of
any of the rights herein granted shall not defame any person or entity nor violate
any copyright or right of privacy or publicity, or any other right of any
person or entity. The warranty in this Section 7 shall not apply to any
material as furnished to PMW by the Client (unless such furnished material was
written or created by PMW or originally furnished to Client by PMW) or material
inserted in the work by Client, but shall apply to all material which PMW may
add thereto.


 


7.             PMW hereby represents and warrants that it
is sole owner of the Property together with the title thereof and all rights
granted (or purported to be granted) to Client hereunder, and no rights in the
Property have been granted to others or impaired by PMW, except as specified,
if at all, in this Agreement. No part of the Property has been registered for
copyright, published, or otherwise exploited or agreed to be published or
otherwise exploited with the knowledge or consent of PMW, or is in the public
domain.  PMW does not know of any
pending or threatening claim or litigation in connection with the Property or
the rights herein granted.


 


8.             PMW shall indemnify and hold harmless the
Client (and its affiliated companies, successors, assigns, and the directors,
officers, employees, agents, and representatives of the foregoing) from any
damage, loss, liability, cost, penalty, guild fee or award, or expense of any
kind (including attorney’s fees (hereinafter “Liability”) arising out of,
resulting from, based upon or incurred because of breach by PMW of any
agreement, representation, or warranty made by PMW hereunder. The party
receiving notice of such claim, demand or action shall promptly notify the
other party thereof.


 


9.             The Client agrees to indemnify and hold
harmless PMW from and against any and all damages and expenses (other than with
respect to any settlement entered into without the Client’s written consent)
arising out of any third party


 


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claim against PMW resulting from the Client’s development, production,
distribution and/or exploitation of the project.


 


10.           PMW acknowledges that the sole right as to
any breach hereunder by Client shall be the recovery of money damages, if any,
and the rights herein granted by PMW shall not terminate by any reason of such
breach.  In no event may PMW terminate
this Agreement or obtain injunctive relief or other equitable relief with
respect to any breach of Client obligations hereunder.


 


 


11.           This Agreement sets forth the entire
understanding and agreement between the parties hereto and can not be changed
or modified except in writing signed by both parties.  This short form Agreement shall be governed by the laws of the
state of California applicable to agreements entered into and intended to be
performed entirely within said state. 
The federal and state courts of California, located in Los Angeles,
California shall have exclusive jurisdiction over any and all matters arising
out of this short form Agreement.


 


 


ACCEPTED AND AGREED:


 


 


	
  /s/ CORBIN BERNSEN

  	
   

  	
  /s/ FRANKLIN Di MARCO

  
	
  Public Media Works, Inc.

  	
   

  	
  Behind the Hedge Productions, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  2/27/2004

  	
   

  	
  Feb. 28th 2004

  
	
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  Date

  
	
   

  	
   

  	
   

  



 


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