exhibit_10-1








EXHIBIT
10.1







 


May 20,
2020


 


 



LIFE STORY RIGHTS AGREEMENT


 


THIS
AGREEMENT, which is effective on May 20, 2020, is made by and
between RIVULET MEDIA, INC., a Delaware corporation, and/or its
assignee ("Producer") and Joseph M. Arpaio ("Owner") concerning the
Owner's life story. (Owner and Producer shall be referred to
hereinafter collectively as the "Parties.") The following terms and
conditions shall apply:

 

1. DEFINITION OF LIFE STORY: For
purposes of this Agreement, "Life Story" shall mean the
irrevocable, exclusive, perpetual and universal rights to use
Owner's name, likeness, sobriquet, voice, and biography; depict,
portray, impersonate or simulate Owner in any way whatsoever, and
make use of all the incidents of Owner's life preceding,
surrounding, following and otherwise in any way relating to
incidents about the Owner's life that the Producer deems in its
sole discretion necessary or appropriate to produce one or more
Motion Pictures (including, without limitation, theatrical
productions, television series, and made-for-television movies and
made-for-home-video productions), whether wholly or partially
factual or fictional; and use any and all information and materials
in Owner's possession or under Owner's control, which Owner shall,
at Producer's request, disclose and provide to Producer freely,
completely and candidly, in such forms as, without limitation,
copies of any newspapers or magazine clippings, photographs,
transcripts, journals, notes, recordings, home movies, videotapes
or other physical materials relating to Owner's life story and all
Owner's thoughts, observations, recollections, reactions and
experiences surrounding, arising out of, or concerning all those
events, circumstances and activities relating to Owner's life story
(all the aforementioned rights hereinafter collectively referred to
as "Life Story").

 

2. USE OF NAME (NO PSEUDONYM). The
Parties agree that any Motion Picture(s) that Producer makes based
on the Life Story will be explicitly about Joseph "Joe" M. Arpaio
and will identify him by name throughout. In other words, the
Motion Picture will not use a pseudonym for Mr. Arpaio or portray a
character that is based on him or his Life Story but does not
actually use his real name.

 

3. GRANT OF OPTION: In consideration of
the mutual promises contained herein, Owner hereby grants to
Producer for twelve (12) months from and after the effective date
of this Agreement (the "Option Period") the exclusive, irrevocable
right and option (the "Option") to acquire the exclusive rights as
set forth in paragraph 5 in and to the Life Story, as defined
above. Producer may exercise this Option at any time during the
Option Period, as it may be extended, by giving written notice of
such exercise to Owner.

 

4. FIRST EXTENSION/EXERCISE OF OPTION:
Producer shall have the right to extend the Option Period for one
(1) period of twelve (12) months by sending notice to Owner prior
to the expiration of the previous period.

 

5. ADDITIONAL EXTENSIONS: The Parties
agree in good faith to discuss additional extensions, if it is
helpful to production a Motion Picture.

 



 

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6. PENDING EXERCISE OF OPTION: Producer
shall have the right to prepare screenplays, budgets, teleplays,
treatments or other material, and engage in other customary
development and pre-production activities. It is understood that if
the Option is not exercised, Producer shall have no further right
in and to the Life Story, but Producer shall own all rights of
every kind in and to material Producer prepared.

 

7. RIGHTS GRANTED:

 



(a) 

Upon exercise of
the Option by Producer, Producer shall acquire and Owner shall be
deemed to have assigned, conveyed, sold and transferred to Producer
all motion picture, television, home-video, allied, subsidiary and
ancillary rights in and to the Life Story for use by Producer, and
Producer's successors and assigns, throughout the world and in
perpetuity, including, without limitation, the following
rights:





 



1) 

the right to
develop one or more scripts based on the Life Story;





 



2) 

the right to make
one or more Motion Pictures based on the Life Story, any part
thereof or any sequences or characters therein (including, without
limitation, theatrical productions, television series, and
made-for- television movies and made-for-home-video
productions);





 



3) 

the right to
distribute, exhibit and otherwise exploit any such Motion Pictures
in any and all media and by any means now known or hereafter
devised, including, without limitation, all forms of theatrical and
non-theatrical distribution and exhibition (including, without
limitation, free broadcast, pay television, cable, subscription and
pay-per-view);





 



4) 

the right to
manufacture, distribute and otherwise exploit all forms of
videocassettes, videodiscs and similar devices of any such Motion
Pictures and to combine such Motion Pictures with other programs on
such videocassettes, videodiscs and similar devices;





 



5) 

the right to make
changes to the Life Story, to create fictional episodes, characters
and/or dialogue for dramatic purposes, and to use any portion or
portions of the Life Story for any purpose of this
Agreement;





 



6) 

the right to edit
and alter any Motion Pictures based on the Life Story and to make
foreign versions thereof;





 



7) 

the right to
publicize, advertise or otherwise promote any such Motion Pictures
and in connection therewith to prepare and use synopses (not to
exceed 7,500 words each) of the Life Story;





 



8) 

the soundtrack
recording, music publishing, legitimate stage, live television,
radio broadcasting and merchandising rights to the Life Story, to
any such Motion Pictures based thereon and to any of the characters
contained therein;





 



 

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9) 

the right to make
remakes and sequels to any such Motion Pictures;





 



10) 

the right to
copyright any such Motion Pictures, sound recordings, musical
compositions and all other copyrightable works based on or derived
from the Life Story and to secure copyright and trademark
protection to all works based on or derived from the Life Story;
and





 



11) 

the right to
sublicense or authorize others to exercise any of the foregoing
rights, subject to Producer's obligations hereunder
provided.





 



(b) 

Notwithstanding
anything contained in this Agreement to the contrary, Producer
agrees to portray Owner's and Owner's Life Story as factually as
possible with the understanding that Producer has the right to
reasonably deviate from the facts of the Life Story in order to
enhance the dramatic value. Owner shall be entitled to review and
be consulted on the final shooting scripts of the Motion Pictures
produced hereunder, it being understood that further changes to
such final shooting scripts may be made by Producer. No approval
rights are granted whatsoever in connection with any scripts
created or Motion Pictures produced hereunder, which rights shall
be held solely and exclusively by Producer and shall include,
without limitation, control over all dramatic elements of said
scripts and Motion Pictures.





 

8. RESERVED RIGHTS: The Owner
specifically reserves literary publishing rights to the Life Story
(other than literary publishing rights of up to 10,000 words for
use by Producer in advertising any Motion Picture based on the Life
Story). Notwithstanding anything else in this Agreement to the
contrary (or that may be implied to the contrary), the Owner is not
conveying or intending to convey any motion picture rights in the
book that Mr. Dave Roberts is currently working on. Both parties
acknowledge that Owner has represented that Mr. Roberts is
currently writing a book and that Mr. Roberts is the owner of any
motion picture rights in such book.

 

9. WAIVER: Owner hereby waives and
relinquishes any rights or remedies at law, in equity or otherwise,
and further releases Producer and Producer's employees, agents,
successors, licensees and assigns from, and covenants not to sue
Producer, or any of them, with respect to any claim, cause of
action, liability or damages of any nature whatsoever arising out
of or in connection with the exercise of any of the rights herein
granted to Producer. Such liabilities include, without limitation,
defamation, libel, slander, false light, false advertising,
intentional or negligent infliction of mental distress or invasion
or appropriation of any right of privacy or publicity in any
jurisdiction. These waivers are hereby made by Owner, both on
Owner's behalf and on behalf of Owner's spouse and next of
kin.

 

10. CONSULTING SERVICES: Owner shall be
available to Producer as consultant in connection with the first
Motion Picture produced hereunder at mutually convenient places,
dates and times, to provide Producer with information and materials
regarding the Life Story and to assist Producer in obtaining
releases from any persons designated by Producer. Such consultation
will involve, among other things, cooperation with Producer and any
writers employed by Producer or Producer's assigns in connection
with the writing of the teleplay or other forms of adaptation of
the Life Story. Owner shall be entitled to compensation for the
above employment in the amount of ten thousand dollars ($10,000),
payable within 10 days upon the earlier of exercise of the Option
or commencement of principal photography of the first Motion
Picture produced hereunder. (If the Option is not exercised, or
principal photography never commences, then this amount does not
become due.)

 



 

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11. COMPENSATION: As full consideration
for all rights, licenses, privileges, waivers and property herein
granted, and for all warranties, representations and covenants
herein made by Owner, Producer agrees to pay Owner as
follows:

 



(a) 

Guaranteed
Compensation: twenty thousand dollars ($20,000) for each thirty
minutes that the Motion Picture(s) run (or is/are expected to run),
pro rata ($675.00 per minute), payable upon the earlier of exercise
of the Option or commencement of principal photography of the first
Motion Picture produced hereunder. For clarity: assuming that
several thirty (30) minute episodes are produced, then $20,000 is
due for each episode. If a one-hundred (100) minute film is
produced, then $67,500.00 is due for the film.





 

12. CREDITS: The Owner shall be entitled
to receive the following screen credit in the main titles of any
and all Motion Pictures produced hereunder: "Based on the life of
Joseph M. Arpaio". Owner shall be entitled to an end-roll screen
credit in connection with consulting services performed hereunder,
the form and placement of which shall be at Producer's discretion.
Inadvertent failure by Producer to comply with these credit
provisions shall not be deemed a breach of this Agreement. Within a
reasonable time after receipt of written notice from Owner
specifying a failure to accord proper credit in accordance with
this Paragraph, Producer shall use good faith efforts to cure
prospectively any such failure with regard to positive prints
and/or advertising materials created after the date of Producer's
receipt of such notice. Producer will contractually obligate third
party licensees and sub-distributors with whom Producer is in
privity of contract to comply with the credit obligations set forth
herein, but shall not be responsible or liable to Owner for the
failure of any such third party to comply with the
same.

 

13. REPRESENTATION AND
WARRANTIES

 



(a) 

Owner has the
right, authority and legal capacity to grant the rights granted to
Producer herein; and





 



(b) 

Owner shall not
exploit the Life Story in a manner inconsistent with the terms of
this Agreement, specifically, to not sell, license, exploit or
transfer any rights in the Life Story.





 

14. REMEDIES: Owner recognizes and
confirms that in the event of a failure or omission by Producer
constituting a breach of its obligations under this Agreement,
whether or not material, the damage, if any, caused Owner is not
irreparable or sufficient to entitle Owner to injunctive or other
equitable relief. Consequently, Owner's rights and remedies shall
be limited to the right, if any, to obtain damages at law and Owner
shall not have any right in such event to terminate or rescind this
Agreement or any of the rights granted to Producer hereunder or to
enjoin or restrain the development, production, advertising,
promotion, distribution, exhibition or exploitation of the Picture
and/or any of Producer's rights pursuant to this
Agreement.

 



 

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15. MISCELLANEOUS:

 



(a) 

Arbitration.
Disputes under this Agreement shall be settled pursuant to binding
confidential arbitration under the rules of the American
Arbitration Association. The prevailing party will be entitled to
reasonable attorney fees and costs.





 



(b) 

Indemnification.
Owner shall indemnify and defend Producer from and against any and
all claims and damages arising from the breach of any
representation or warranty of Owner hereunder to the extent such
claim or damage does not arise out of a breach by Producer
hereunder. Producer shall indemnify and defend Owner from and
against any and all claims and damages arising from the production,
distribution, exhibition or exploitation of the Picture, or any
element thereof, to the extent such claim or damage does not arise
out of a breach by Owner hereunder.





 



(c) 

Accounting.
Producer agrees to keep and maintain complete and accurate books
and records relating to the Picture and the proceeds derived
therefrom.





 



(d) 

Assignment. Owner
may not assign its rights or obligations hereunder. Producer may
freely assign its rights and obligations hereunder.





 



(e) 

Choice of Law. This
Agreement shall be governed by and construed in accordance with the
laws of the State of Arizona.





 



(f) 

Notices. All
notices under this Agreement shall be in writing addressed to the
addresses first set forth above, or at such other address as either
party may designate from time to time by written notice to the
other. All notices shall be served by facsimile and US mail,
electronic mail, recognized courier services such as Federal
Express or DHL or personal delivery addressed as specified above.
The date of receipt by facsimile, electronic mail or courier, as
the case may be, shall be the date of service of
notice.





 



(g) 

This agreement may
be signed in counterparts. Facsimile and scanned copies shall be
deemed originals for all purposes.





 



(h) 

Further Documents.
Owner agrees to execute, acknowledge, and deliver to Producer and
to procure the execution, acknowledgment, and delivery to Producer
of any additional documents or instruments that Producer may
reasonably require to effectuate fully and carry out the intent and
purposes of this Agreement. If Owner shall fail to execute and
deliver any such documents or other instruments, within ten (10)
calendar days after such documents are delivered to Owner, Producer
shall be deemed to be, and Owner irrevocably appoints Producer, the
true and lawful attorney-in-fact of Owner, to execute and deliver
any and all such documents and other instruments in the name of
Owner, which right is coupled with an interest.





 



(i) 

This Agreement
constitutes the entire agreement between the parties hereto with
respect to all of the matters herein and its execution has not been
induced by, nor do any of the parties hereto rely upon or regard as
material, any representations or writing whatsoever not
incorporated herein and made a part hereof. No amendment or
modification hereto shall be valid unless set forth in a writing
signed by both parties.





 



 

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IN
WITNESS WHEREOF the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above
written.

 


	


PRODUCER

	
 

	


OWNER

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	


/s/ Michael J. Witherill

	
 

	


/s/ Joseph Arpaio

	
 


	


Michael J. Witherill,

	
 

	


Joseph M. Arpaio

	
 


	


on behalf of RIVULET

	
 

	
 

	
 


	


MEDIA INC.,

	
 

	
 

	
 


	


and/or Assignee

	
 

	
 

	
 






 

 

 

 

 

 

 

 

 

 

 

 

 






 

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