EXHIBIT 10.7


 


SAG
MOTION PICTURE CONTRACT – WEEKLY PERFORMER


 


AGREEMENT made as of April 14, 2004, as
revised May 6, 2004, between OUT OF THE BLUE
PRODUCTIONS, LLC 
(“Producer”), a Screen Actors Guild signatory, 9300 Wilshire Boulevard,
Suite 508, Beverly Hills, California 90212, Attention:  Gray Frederickson, and GABRIELLE REECE (“Artist”), c/o Creative
Artists Agency, 9830 Wilshire Boulevard, Beverly Hills, California 90210,
Attention:  Christian Troy (Telephone
310-288-4545; Fax 310-288-4800; Email ctroy@caa.com) (the “Agreement”).


 


Re:                               “CLOUD 9” (Working
Title)


 


This will confirm the agreement
(“Agreement”) between Producer and Artist with respect to the acting and
related services of Artist in and in connection with the Picture, as follows:


 


A.                                 Conditions
Precedent:  Notwithstanding
anything to the contrary contained in this Agreement, Producer’s obligations
under this Agreement are subject to the fulfillment of all of the following
conditions (each, a “Condition Precedent” and collectively, “Conditions
Precedent”):


 


I.                                         Producer’s
receipt of copies of this Agreement executed by Artist;


 


II.                                     Artist’s
providing Producer with all documents which may be required by any government
agency or other­wise for Artist to render services hereunder for the full period
during which such services may be required by Producer, including, without
limitation, if applicable, a completed (to Producer’s satisfaction) INS Form
I-9 (Employment Eligibility Verification Form), original documents establishing
Artist’s employ­ment eligibility and any and all other visas, work permits and
other documents establishing Artist’s right to enter and work in the applicable
jurisdiction(s);  and


 


III.                                 Artist’s
qualifying for all insurance which Producer deems necessary (e.g., life, health, accident and/or cast
insurance) at customary rates and subject only to customary exclusions and
deductible amounts (if any).


 


As of the date hereof the conditions in
Paragraphs A.II and A.III above are deemed satisfied.


 


1.                                       EMPLOYMENT:  Producer hereby employs Artist and Artist
agrees to perform services as a performer in the role currently known as
“Christina” in the feature length theatrical motion picture currently entitled “CLOUD 9” (the
“Picture”).  Picture principal
photography is currently scheduled to commence on or about April 19, 2004.  The start date for Artist’s services is
currently contemplated to be April 21, 2004 (it being understood and agreed
that Artist’s services will continue for the period of April 21-22, 2004, then
be dropped until May 10, 2004, resume on May 10, 2004 for the period of May
10-13, 2004, then be dropped until May 29, 2004 and resume for the period of
May 29 or 30, 2004).  It is understood
that, subject to Artist’s professional availability, Artist may be required to
render reasonable preparatory services prior to the start date for Artist’s
services.


 


2.                                       COMPENSATION


 


(a)                                  Upon
condition that Artist faithfully performs all of the material terms and
conditions of this Agreement in connection with the Picture, and subject to Producer’s
usual and customary rights of suspension and/or termination in the event of
Artist’s uncured material breach or incapacity, or the occurrence of an event
of force majeure, Producer shall pay Artist on a pay-or-play basis (in
accordance with Paragraph 11 below) an amount equal to one hundred ten percent
(110%) of the applicable minimum low budget scale for two (2) non-consecutive
work or production weeks pursuant to the 2001 Screen Actors Guild Basic
Agreement (“SAG Agreement”) (i.e.,
One Thousand Six Hundred Twenty Dollars [$1,620] per week plus ten percent
[10%] agency commission of One Hundred Sixty-Two Dollars [$162], or an
aggregate total of Three Thousand Five Hundred Sixty-Four Dollars [$3,564])
(“Guaranteed Compensation”), which amount shall include payment for Artist’s
services for two (2) non-consecutive work or production weeks in the Los
Angeles metropolitan area scheduled to on April 19, 2004 and be completed on
May 30, 2004 (“Guaranteed Period”) pursuant to the schedule set forth in Paragraph
1 above.  The Guaranteed Compensation
shall be payable on a weekly basis, as and when Artist renders services
hereunder.  If Artist’s services are
used in work days in excess of the Guaranteed Period, Producer shall pay Artist
additional compensation on a pro rata daily basis.  In addition to the Guaranteed Compensation, subject to the
following conditions, Producer shall pay Artist the following bonus on box
office receipts on a cumulative basis:


 

















 


[1]                                  If the
United States and Canada box office receipts in the aggregate for the Picture
as reported in Daily Variety (or
a comparable publication) equal or exceed Eight Million Five Hundred Thousand
Dollars ($8,500,000), Producer shall pay Artist a bonus of Twenty-Five Thousand
Dollars ($25,000) within ten (10) business days after Daily Variety (or a comparable
publication)  reports such box
office receipts.


 


[2]                                  If the
United States and Canada box office receipts in the aggregate for the Picture
as reported in Daily Variety (or
a comparable publication) equal or exceed Ten Million Five Hundred Thousand
Dollars ($10,500,000), Producer shall pay Artist an additional bonus of
Twenty-Five Thousand Dollars ($25,000) within ten (10) business days after Daily Variety (or a comparable
publication)  reports such box
office receipts.


 


[3]                                  If the
United States and Canada box office receipts in the aggregate for the Picture
as reported in Daily Variety (or
a comparable publication) equal or exceed Twelve Million Dollars ($12,000,000),
Producer shall pay Artist an additional bonus of Thirty-Seven Thousand Five
Hundred Dollars ($37,500) within ten (10) business days after Daily Variety (or a comparable
publication)  reports such box
office receipts.


 


[4]                                  If the
United States and Canada box office receipts in the aggregate for the Picture
as reported in Daily Variety (or
a comparable publication) equal or exceed Thirteen Million Thousand Dollars
($13,000,000), Producer shall pay Artist an additional bonus of Thirty-Seven
Thousand Five Hundred Dollars ($37,500) within ten (10) business days after Daily Variety (or a comparable
publication)  reports such box
office receipts.


 


[5]                                  If the
United States and Canada box office receipts in the aggregate for the Picture
as reported in Daily Variety (or
a comparable publication) equal or exceed Fourteen Million Thousand Dollars
($14,000,000), Producer shall pay Artist an additional bonus of Fifty Thousand
Dollars ($50,000) within ten (10) business days after Daily Variety (or a comparable
publication)  reports such box
office receipts.


 


[6]                                  If the
United States and Canada box office receipts in the aggregate for the Picture
as reported in Daily Variety (or
a comparable publication) equal or exceed Fifteen Million Dollars
($15,000,000), Producer shall pay Artist an additional bonus of Fifty Thousand
Dollars ($50,000) within ten (10) business days after Daily Variety (or a comparable
publication)  reports such box
office receipts.


 


[7]                                  In no
event shall the aggregate amount of such bonus payments exceed Two Hundred
Twenty-Five Thousand Dollars ($225,000).


 


(b)                                 In
addition to the Guaranteed Compensation and any applicable box office bonuses,
Artist shall be paid an amount equal to two and one-half percent (2.5%) of one
hundred percent (100%) of the “Net Profits.” 
“Net Profits” shall be defined, accounted (including customary audit
rights) and paid on a basis to be negotiated in good faith within customary
industry parameters for performer’s of Artist’s stature in the motion picture
industry, but such definition shall be no less favorable than the definition of
“Net Profits” accorded to any other participation in “Net Profits” payable to
individuals rendering or companies furnishing services in connection with the
Picture.


 


(c)                                  Subject
to Paragraph 6 below, behind-the-scenes footage, “making of” footage, and clips
from the Picture and (subject to clearance from the owners thereof) from other
motion pictures for which Artist has rendered services may be utilized in
connection with such promo­tional films and trailers without additional
compensation to Artist, provided that the use thereof shall be subject to
Artist’s approval which shall not be unreasonably withheld or delayed.  For each foreign television use,
supplemental market use, or other use (other than theatrical exhibition) of the
Picture which contains the results and proceeds of Artist’s services, Artist
shall be paid the minimum additional compensation, if any, required by the SAG
Agreement.


 


(d)                                 Artist
warrants and represents that Artist is eligible to be employed in the United
States in compliance with the Immigration Reform & Control Act of
1986.  As a condition precedent to
Artist’s receipt of any payment hereunder, Artist will complete the required
I-9 form and will present such form to Producer along with the requisite
documentation, as specified in the form, that Artist may be lawfully employed.


 


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3.                                       CREDIT:


 


(a)                                  Artist
shall be accorded credit in the form “With Gabrielle Reece,” on a single card
in the main titles of the Picture if there are credits in the main titles
(otherwise in the equivalent position in the end titles), with such credit to
be immediately preceding the “And” credit accorded to the performer in the role
of “Julie.”  It is understood that the
main titles will appear at the beginning of the Picture, unless all credits
accorded to any individual or entity appear at the end of the Picture.  The size, style, placement (as above or
below the on-screen title only), and duration of such credit shall be no less
favorable than the size, style, placement and duration of the credit accorded
to the performer in the role of “Julie.” 
Subject to the foregoing, Producer shall determine the size, placement,
nature and all other characteristics of such billing in Producer’s sole discretion.  It is understood that the billing
obligations set forth in this Paragraph 3 shall not be applicable if the
results and proceeds of Artist’s services are not utilized in connection with
the Picture.  Any inadvertent failure to
comply with the billing requirements hereof shall not be deemed a breach of
this Agreement.


 


(b)                                 Subject
to customary exclusions, Artist shall be accorded billing of the same relative
size and in the same position and form as hereinabove set forth in all paid
advertisements (other than group advertisements [i.e., where more than one (1) Picture is advertised] and
special advertisements [such as congratulatory advertisements and
advertisements relating to prizes, awards, or personal appearances naming only
the lauded or recognized individual]) issued by or under the control of
Producer in connection with the Picture. 
The size of Artist’s credit in such paid print advertisements shall be
not less than the size of the credit accorded the performer in the role of
“Julie” in such advertisements and no less favorable in all respects
(specifically including style and placement before or after the billing block
title) to the credit accorded to the performer in the role of “Julie” with
respect to the Picture in such advertisements. 
If the performer in the role of “Julie” receives credit above or
otherwise in conjunction with an artwork title, then Artist shall similarly be
accorded credit above or otherwise in conjunction with the artwork title (in
accordance with the foregoing size, form and position requirements).  Artist shall receive Artist’s credit in the
form and position specified in this Paragraph 3(b) in all “excluded ads” (other
than award, nomination and congratulatory “excluded ads” which name only the
person(s) receiving the award, nomination or congratulations) in which the
performer in the role of “Julie” in connection with the Picture receives
credit, in the size and position parameters set forth above.  Artist shall in any event receive Artist’s
credit whenever the billing block appears.


 


(c)                                  It is
understood that the billing obligations set forth in this Paragraph 3 shall not
be applicable if the results and proceeds of Artist’s services are not utilized
in connection with the Picture.  Any
inadvertent failure to comply with the billing requirements hereof shall not be
deemed a breach of this Agreement, and Artist’s sole remedy shall be for
damages in an action at law, and Artist shall not be entitled to equitable
relief, by way of injunction or otherwise; provided,
however, that in the event of any failure or omission by Producer (or any third
party) to accord proper credit, Producer shall, if Artist notifies Producer in
writing of such failure or omission (specifying in such notice all information
in Artist’s possession relative thereto), (i) correct such failure or omission
if such failure or omission relates to a credit accorded by Producer, it being
understood that any such correction shall be made only on a prospective basis,
and/or (ii) use good-faith efforts to notify any applicable third party of
their such failure or omission. 
Producer shall use reasonable efforts to notify third parties of the
credit provisions of this Agreement.


 


4.                                       MANNER
OF SERVICE:  Artist shall
devote Artist’s best talents, efforts and abilities in connection with Artist’s
services and shall render services in a competent, artistic, timely and
professional manner.  Artist shall
render all services under Producer’s supervision, direction and control.  Artist shall comply promptly and faithfully
with all of Producer’s reasonable instructions, directions, requests, rules and
regulations.  If and when Producer
requests and subject to Artist’s professional availability, Artist shall report
for wardrobe fittings, photo sessions, hairdressing, make-up, production
conferences and the making of stills. 
Without limiting the foregoing, and subject to Artist’s approval (which
shall not be unreasonably withheld or delayed), Artist shall be available for
reasonable and customary publicity activities during the Guaranteed Period, and
subject to Artist’s professional availability after the Guaranteed Period
subject to the approval of Artist (which approval shall not be unreasonably
withheld or delayed).


 


5.                                       DRESSING
FACILITY; WARDROBE; NUDITY: 
While Artist is rendering services in connection with the Picture,
Producer shall provide Artist with a dressing facility which will be one-third
(1/3) of a “three-banger.”  No performer
other than Burt Reynolds or D.L. Hughley will receive a more favorable dressing
facility or amenities, with the exception of those dressing facilities
accommodating special needs (e.g.,
child care, the handicapped).  Producer
shall supply “character” or “period” costumes, wardrobe and wearing apparel
reasonably necessary for the portrayal of Artist’s part.  Producer has agreed there will be no nudity,
body double, or simulated sex scenes for this character.


 


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6.                                       OWNERSHIP
RIGHTS AND RIGHTS TO EDIT: 
Artist grants to Producer perpetually and exclusively all rights of any
kind and character whatsoever in and to services and performances under this
Agreement and in and to the results and proceeds of those services and
performances.  Producer shall have the
perpetual and exclusive right to reproduce and license others to reproduce,
exhibit and/or distribute by any methods or combination of methods, any part or
all of Artist’s acts, poses, appearances and voice in the Picture.  Artist agrees that Artist shall have no
right, title or interest in or to the Picture or any material contained in the
Picture, including without limitation the title, format and dialogue,
regardless of any contributions made by Artist.  Any material written or created by Artist for Producer shall be
considered a work made for hire.  Artist
waives all moral rights of authors (droit
moral) which the laws of any jurisdiction may now or later
recognize, and the Picture may be edited, cut, modified and lengthened from
time to time as its licensees and/or assignees elect.  Notwithstanding the foregoing, the use of the results and
proceeds of Artist’s services in and in connection with the Picture are for
this one motion picture only, and the use of any clips for any purpose (other
than advertising, promotion, and publicity) shall be subject to obtaining any
required consent from Artist which is required pursuant to the applicable
provisions of the SAG Agreement. 
Furthermore, subject to Article 33 of Schedule C to the SAG Agreement,
Producer may “dub” Artist’s voice and/or use a double (subject to Paragraph 5
above) instead of Artist as and when Producer may elect to the extent permitted
by the SAG Agreement.  Notwithstanding
anything contained herein, Artist shall have a right of approval with respect
to any public exhibition by Producer of any so-called “blooper,” “out-take,” or
“behind-the-scenes” footage in which Artist recognizably appears and which is
filmed in connection with the production of the Picture; provided, however,
with respect to bloopers, out-takes, and “behind-the-scenes” footage, Artist
will not unreasonably withhold any such approval or use any such right of
approval to renegotiate the terms, or frustrate the purposes, of this
Agreement.


 


7.                                       EXCERPTS;
TRAILERS:  Producer may
require Artist to perform in trailers for the Picture and may utilize film
clips or sound track of Artist’s services in the Picture in trailers in
perpetuity to promote the Picture, and Artist shall not be entitled to any
additional compensation therefor, provided that if Artist renders such services
on any day other than the work period specified in Paragraph 1 above, Artist
shall receive the applicable minimum compensation pursuant to the SAG Agreement
for such services.  Artist shall have
the right to approve the use of Artist’s voice is used on a Picture soundtrack
and, in the event of any such use, Artist shall be entitled to receive the
applicable minimum royalty for such use pursuant to the SAG Agreement.


 


8.                                       EXHIBITION
RIGHTS:  Producer shall
have the unlimited, perpetual right throughout the world to exhibit the Picture
in whole or in part in theaters, on television, in supplemental markets (as
defined in the SAG Agreement), on the Internet, and by any and all other
methods now known or discovered in the future, subject to the terms and
conditions of this Agreement and of the SAG Agreement.  Without limiting the foregoing, Producer may
make and use and authorize others to use the Picture for audition, file, and
reference purposes, and for audience previews and other screenings.


 


9.                                       NAME AND
LIKENESS:


 


(a)                                  Artist
grants to Producer the exclusive perpetual right to use and to license the use
of Artist’s name and likeness (subject to the approval rights in Paragraphs
9(b) and 9(c) below) in connection with the Picture and in the advertising,
promotion, publicity or other exploitation thereof by any means now or
hereafter known, provided, however, that in no event shall Artist’s name and
likeness be used as a direct endorsement by Artist of any product or service.


 


(b)                                 Artist
shall be entitled to approve the still photographs and likenesses of Artist
used in the advertising and publicity materials (or any other permitted uses of
photographs and likenesses) issued by or under the control of Producer in
accordance with and subject to the following:


 


[1]                                  Still
Approval.  Producer shall
submit to Artist a reasonable number of still photographs (“Stills”) which
Producer intends to use in connection with the advertising and/or publicity for
the Picture.  Artist shall approve at
least fifty percent (50%) of the Stills within six (6) business days after
receipt thereof, or such shorter period (but not less than four [4] business
days) as Producer may require due to marketing exigencies.  Artist’s failure to notify Producer of
Artist’s disapproval of any Stills received by Artist within such six (6)
business day (or shorter, if applicable) period shall be deemed to constitute
Artist’s approval of the Stills submitted; provided, however, that if Artist
approves fewer than fifty percent (50%) of the Stills so submitted, Producer
may only deem approved by Artist such number of Stills as equal the difference
between fifty percent (50%) and the percentage of Stills from such submission
actually approved by Artist.  Producer
shall submit a reasonable number of Stills each time.  Approvals apply to all permitted uses of Stills.


 


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[2]                                  Likeness
Approval.  Artist shall have
the right to approve one hundred percent (100%) of all non-photographic
likenesses (and an absolute right to approve all caricatures) of Artist for use
in connection with Producer’s advertising and/or exploitation of the
Picture.  If Artist disapproves a
non-photographic likeness, then Artist will advise Producer of Artist’s
specific objections to the disapproved non-photographic likeness within five
(5) business days after submission thereof (or such shorter time period as
Producer may require due to marketing exigencies, but not less than three [3]
business days). Artist’s failure to notify Producer of Artist’s disapproval of
any non­-photographic likenesses received by Artist within such five (5)
business day (or shorter, if applicable) period shall be deemed to constitute
Artist’s approval of the non-photographic likenesses submitted.  If Artist disapproves a non-photographic
likeness, Artist shall specify precisely which elements of Artist’s physical
appearance (for example, nose, hair and eyes, as opposed to position or
dimension) as presented in the non-photographic likeness Artist disapproves.  Producer shall thereafter continue to submit
to Artist corrected likenesses and Artist shall approve or disapprove same (but
strictly in accordance with the foregoing provisions of this Paragraph 9(b)[2])
until Artist approves such likeness; provided, however, that if due to
Producer’s marketing exigencies and deadlines Producer does not have time to
continue such resubmission process, then provided Artist has had at least two
(2) opportunities to specify which elements of the likeness Artist disapproves
and Producer has revised the likeness to correct such elements at least two (2)
times, then upon such correction, such non-photographic likeness shall be
deemed approved.  Once Artist approves
or is deemed to have approved any non-photographic likenesses, it shall be
deemed approved for all purposes in connection with the exploitation of the
Picture (except purposes expressly prohibited by this Agreement).  Approvals apply to all permitted uses of
likenesses.


 


(c)                                  The
use of Artist’s name, voice and/or likeness in connection with merchandising,
commercial tie-ins or soundtrack shall be subject to Artist’s prior written
consent in each instance, except that (a) there shall be no express or implied
endorsement, (b) any such use shall be in character only, (c) Producer agrees
not to use Artist’s likeness in connection with any games, (d) Artist’s name,
voice, or likeness shall not be used in connection with any alcohol, tobacco,
firearms, undergarments, or personal hygiene products, and (e) Producer agrees
not to use “look-a-likes” or “sound-a-likes” of Artist.  Subject to the previous sentence, if
Artist’s name, voice and/or likeness is used in connection with any
merchandising activities, Producer shall pay to Artist five percent (5%) of the
net receipts (after deducting a fifty percent [50%] distribution fee plus
Producer’s expenses) which Producer derives from such use.  Notwithstanding the foregoing, if the name
and likeness of one or more persons, in addition to Artist, is used for any
merchandising commitment and such other individual receives a royalty for such
merchandising commitment, Artist’s aforesaid percentage shall be reduced to two
and one-half percent (2-1/2%).  No
royalty will be payable solely as a result of Artist’s name appearing in a list
of cast credits on any merchandising.


 


10.                                 ASSIGNMENT
AND LOANOUT OF SERVICES: 
Producer may assign this Agreement in whole or in part to any person,
firm, or corporation, provided, however, that no such assignment shall relieve
Producer of any of its obligations hereunder. 
Artist may not assign this Agreement or any of Artist’s rights and/or
obligations hereunder.  At any time and
from time to time Producer may lend Artist’s services hereunder to any person,
firm, or corporation.


 


11.                                 PAY OR
PLAY:  Producer shall not
be obligated to produce, exhibit, distribute, broadcast or exploit the Picture
or to utilize any rights granted by Artist to Producer or any materials
furnished by Artist.  If Producer elects
not to utilize Artist’s services or to exhibit, distribute, or broadcast the
Picture, Producer shall have the right to discharge its obligations completely
by paying Artist the minimum Guaranteed Compensation provided for in this
Agreement and providing the indemnity and insurance set forth herein Paragraphs
17 and 24, respectively.


 


12.                                 MAIL:  Any mail addressed to Artist will be
forwarded to Artist at the address stated on the first page of this Agreement.


 


13.                                 RELIEF;
REMEDIES:  Artist agrees that
the services to be furnished by Artist, and the rights and privileges granted
to Producer under this Agreement, are of a special, unique, unusual,
extraordinary and intellectual character which gives them a peculiar value, the
loss of which cannot reasonably or adequately be compensated for in damages at
an action in law, and that Artist’s failure to perform Artist’s obligations
under this Agreement will cause Producer irreparable injury and damage.  Artist, therefore, agrees that Producer
shall be entitled, as a matter of right, to seek injunctive relief against Artist
to prevent Artist from furnishing the same or similar services and/or granting
similar and/or conflicting rights to others. 
If Artist breaches any of Artist’s representations, warranties or
agreements under this Agreement, Producer may terminate and/or suspend this
Agreement, provided that Artist will have the right, on a one (1)-time-only
basis during the Term of this Agreement to cure one (1) event of breach or
default which is curable, inadvertent and unintentional within one (1) business
day of the occurrence of such event of breach or default, it being understood
and agreed that if Artist cures such event of breach or default within said
time period to Producer’s complete satisfaction, in Producer’s sole discretion,
Producer will not have the right to terminate this Agreement, but Producer will
be entitled to


 


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exercise any of its other
rights and remedies hereunder and/or at law and in equity with respect to such
event of breach or default.  If this
Agreement is suspended pursuant to this Paragraph 13, it will remain in full
force and effect, except that Artist’s services will be postponed to a date
selected by Producer and Artist will not be entitled to any compensation during
any such suspension.  This Agreement may
be terminated during any such suspension. 
Producer’s rights and remedies under this Agreement shall be cumulative,
and the exercise by Producer of one or more of the rights or remedies shall not
preclude the exercise by Producer of any other right or remedy under this
Agreement, at law or in equity.


 


14.                                 ARTIST’S
DISABILITY:  Producer shall
have the right to suspend and/or terminate this Agreement by giving Artist
notice of suspension and/or termination if Artist suffers any mental or physical
disability, any material alteration in Artist’s facial or physical appearance,
or any impairment of Artist’s voice which continues for a minimum of three (3)
consecutive days or seven (7) days in the aggregate during the Guaranteed
Period, materially interferes with the proper performance of any or all of
Artist’s obligations under this Agreement, or Artist or Producer receives or is
threatened with a restraining order or injunction with respect to an actual or
alleged contract or commitment of Artist. 
If this Agreement is suspended under this Paragraph 14, Producer will
have the rights with regard to suspension stated under Paragraph 13 above.


 


15.                                 FORCE
MAJEURE:  If the production
of the Picture is prevented, suspended, postponed or discontinued by reason of
a governmental regulation or order, strike, war, civil unrest, fire, earthquake
or similar act of God or by the failure or refusal of a cast member or of the
director to perform, or by any other cause of a similar or dissimilar nature
beyond the control of Producer (“Force Majeure”), Producer shall have the
exclusive right, subject to the SAG Agreement, to suspend or terminate Artist’s
employment at any time during the continuation of such condition, and further,
Producer shall have the exclusive right to extend the Guaranteed Period for a
period of time equal to the continuation of such Force Majeure condition.  On the condition Artist is not in material
breach or material default of this Agreement, Producer agrees that Producer
will not suspend Artist’s services for a Force Majeure event unless Producer
has also suspended the services of all other similarly situated (as determined
by Producer in its sole, good-faith discretion) performers in the Picture for
the same Force Majeure event and, on the condition Producer terminates the
suspension of any such similarly situated performer, Producer will terminate
Artist’s suspension hereunder.  Producer
will pay Artist any accrued compensation due Artist for Artist’s performer
services rendered prior to or, if applicable, during the suspension.  No such suspension shall affect either
party’s other rights hereunder.  Each
suspension shall continue until ended by Producer by written notice to
Artist.  It is hereby understood and
agreed that Artist may furnish Artist’s services to a third party during any
period of suspension hereunder only on the condition such suspension is due to
a Force Majeure event which affects production of the Picture only; provided,
however, that any such third party services will be furnished in second
position and subordinate to Artist’s obligation to commence rendering services
in connection with the Picture promptly following Producer’s notice to Artist
of the cessation of the applicable event. 
If a suspension based on a Force Majeure event continues for more than
five (5) consecutive weeks (or such other period as provided in the SAG
Agreement), Artist may, by written notice to Producer, terminate Artist’s
services hereunder; provided, however, that if within five (5) business days
after Producer’s receipt of Artist’s notice, Producer terminates the suspension
by written notice to Artist and resumes payment, then Artist’s termination
shall be void, Artist’s services and the running of time hereunder shall
resume, and Producer shall have no further right to suspend by reason of the
Force Majeure event upon which such suspension was based.  On the condition Artist is not in material
breach or material default of this Agreement, Producer agrees that Producer
will not terminate Artist’s services for a Force Majeure event unless Producer
has also terminated the services of all other similarly situated (as determined
by Producer in its sole, good-faith discretion) performers in the Picture for
the same Force Majeure event.  Producer
will pay Artist any accrued compensation due Artist for Artist’s performer
services rendered prior to such termination.


 


16.                                 WARRANTIES:  Artist agrees, represents, and warrants
that:  Artist has the right to enter
into this Agreement and to grant the rights granted to Producer; Artist neither
has nor will make any contractual or other commitments which would conflict or
interfere with the rights granted Producer; Artist is a member of and will
remain a member of the Screen Actors Guild; and if Artist provides any ideas,
creations, literary, musical or artistic material (collectively and
individually referred to as “artistic material”), the artistic material will be
Artist’s own and original creation except for matters in the public domain and
assigned material, and the use of the artistic material will not, to the best
of Artist’s knowledge in the exercise of reasonable prudence, infringe upon or
violate any rights of any kind or nature whatsoever of any person or entity.


 


17.                                 INDEMNITIES:  Artist agrees to indemnify and hold harmless
Producer, distributor of the Picture (the “distributor”), the distributor’s
parent and subsidiary companies, and the officers, directors, attorneys, agents
and employees of each from and against any and all claims, damages, liabilities,
costs and expenses, including, but not limited to, reasonable outside
attorneys’ fees arising out of any uncured material breach of any
representation, warranty or


 


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agreement made by Artist in
this Agreement.  Producer will
indemnify, defend, and hold Artist harmless from and against any and all
claims, damages, liabilities, costs and expenses, including reasonable
attorneys’ fees and costs arising out of the use of any materials that Producer
has supplied to Artist in the Picture, as well as the development, production,
distribution, and other exploitation of the Picture.  The indemnitee shall give the indemnitor prompt written notice of
any claim or lawsuit to which the indemnification agreement in this Paragraph
17 relates.  The indemnitee shall have
the right to participate in the defense and/or settlement of any lawsuit and/or
claim for which indemnitee is being indemnified.  If the indemnitee settles any claim, demand or action for which
indemnity is provided, without the prior written consent of the indemnitor, the
indemnitor shall be released from any and all liability under the indemnity.


 


18.                                 PUBLICITY:  Artist shall not authorize the publishing
of, or furnish material relating to the Picture, or Artist’s services in
connection with the Picture, without the prior written consent of
Producer.  Notwithstanding the previous
sentence, Artist may issue publicity which makes incidental, non-derogatory
mention of Producer, Artist’s engagement hereunder, and/or Artist’s performance
in connection with the Picture.


 


19.                                 UNION
COMPLIANCE:  The SAG Agreement
shall govern the terms and conditions of Artist’s services.  If there is any inconsistency between this
Agreement and the SAG Agreement, the SAG Agreement shall prevail and this
Agreement shall be deemed modified to the minimum extent necessary to resolve
the conflict and shall continue in full force and effect.  Producer shall be entitled to the maximum
rights, privileges, and benefits conferred upon or permitted to Producer under
the SAG Agreement for the minimum payments required, except as otherwise
specifically provided in this Agreement.


 


20.                                 ARBITRATION
OF DISPUTES:  If any dispute or
controversy arises between the parties hereto with reference to this Agreement,
or the employment herein provided for, such dispute or controversy shall be
settled and determined by conciliation and arbitration in accordance with the
conciliation and arbitration provisions of the SAG Agreement, and such
provisions are hereby referred to and by such reference incorporated herein and
made a part of this Agreement with the same effect as though the same were set
forth herein in detail.


 


21.                                 DVD:  Upon Artist’s execution of Producer’s
customary “private use” letter and provided Artist is not in material breach or
material default hereof, Producer shall furnish to Artist one (1) DVD copy of
the Picture if and when such is ever made commercially available to the general
public.


 


22.                                 PREMIERE:  Producer will provide Artist with two (2)
invitations to a premiere, if any, of the Picture (excluding film festivals at
which the Picture is exhibited unless the actress in the role of “Julie”
receives an invitation to the applicable film festival) and, if any such
premiere is at a location that is more than seventy-five (75) miles from
Artist’s residence, then Producer will provide Artist transportation,
accommodations, and a per diem which will be no less favorable to Artist than
the transportation, accommodations and per diem furnished to the other
performers (other than Burt Reynolds and D.L. Hughley) receiving same.


 


23.                                 ENFORCEABILITY
OF CONTRACT:  If a court or
other tribunal having jurisdiction determines any provision of this Agreement
to be void or unenforceable, the provision in question shall in no way affect
any other provision of this Agreement, and this Agreement shall continue in
full force and effect.  Neither the
expiration of this Agreement nor any termination or suspension of it shall
relieve Artist of Artist’s obligations with respect to any representation,
warranty or indemnification agreement made under this Agreement.  No waiver by any party to this Agreement of
a breach of any obligation imposed by this Agreement or of a breach of any
representation or warranty made under this Agreement shall be deemed to be a
waiver of any preceding or succeeding breach of the same or of a different
obligation, representation or warranty. 
Failure on the part of any party to complain of any failure to act of
the other party or to declare the other party in default, irrespective of how
long the failure continues, shall not constitute a waiver by the party of its
rights under this Agreement.


 


24.                                 INSURANCE:  Producer may secure life, health, accident,
cast or other insur­ance covering Artist, or Artist and others, and Artist
shall have no right, title or interest in or to such insurance.  As soon as possible after Artist’s execution
of this Agreement, Artist shall submit to usual and customary medical
examinations for Producer’s insurance purposes (including, without limitation,
self-insurance) and will sign such applications and/or other documents
reasonably required.  Artist may have
Artist’s own physician present at any such examination at Artist’s own
expense.  Producer may terminate this
Agreement without any further obligation or liability of any kind to Artist
(other than payment to Artist of any unpaid compensation under this Agreement
which has, as of the date of such termination, accrued and been earned by
Artist in accordance with the terms and conditions of this Agreement) if: (i)
any such examination establishes a substantial doubt as to Artist’s physical
ability to perform and/or complete Artist’s services hereunder; or (ii) if cast
insurance covering


 


7

















 


Artist cannot be obtained for
normal premiums and without exclusions (other than minor and customary
exclusions), provided, however, that if Artist pays the amount of the excess
premiums above the customary premiums for cast insurance, Producer will not
terminate Artist for failure to qualify for customary cast insurance
premiums.  Producer hereby acknowledges
that Producer has obtained cast insurance covering Artist during the production
of the Picture, at ordinary rates and with not more than normal deductions, and
without exclusions or restrictions. 
From the date two (2) weeks before the scheduled start date of principal
photography until comple­tion of all services required of Artist hereunder,
Artist will not ride in any aircraft, other than as a passenger on a scheduled
flight of a United States or major international air carrier maintaining
regularly published schedules, or engage in any extrahazardous activity without
Producer’s written consent in each case. 
Artist shall be covered under Producer’s policies of errors and
omissions and general liability insurance (if any) for the Picture, subject to
all of the terms and limitations set forth in such policies; provided, however,
that Producer shall have no obligation to obtain or maintain any such policy or
policies.


 


25.                                 CONSULTATION
REGARDING APPEARANCE OF HAIR, MAKE-UP AND WARDROBE:  Producer shall consult with Artist regarding
the appearance of the hair style, make-up and wardrobe for Artist in connection
with the Picture, and use good faith efforts to attempt to incorporate Artist’s
input with regard to such elements of Artist’s appearance within the time
limits of pre-production exigencies and the parameters of the Picture budget;
provided, however, in the event of any disagreement with respect to the subject
matter of such consultation, Producer’s determination shall be final and
controlling and no casual, inadvertent or unintentional failure by Producer to
consult with Artist hereunder (by reason of shortage of time or otherwise) will
be deemed to be a breach of this Agreement by Producer.  Artist acknowledges that such consultations
have occurred and, notwithstanding the foregoing, Producer shall have all
business controls in connection with the development, production and
exploitation of the Picture.


 


26.                                 NOTICES:  All notices which Producer is required or
may desire to serve upon Artist in connection with this Agreement may be served
by delivering the notice to Artist personally in writing or orally or by
sending the notice to Artist by mail, facsimile or telegraph addressed to
Artist at the address specified above or at any other address which Artist has
designated in writing.  Artist may serve
any notice which Artist may be required or may desire to serve upon Producer by
sending the notice to Producer at the address above or at any other address
which Producer has designated in writing. 
The date of mailing of any notice (whether sent by registered mail, with
or without return receipt requested, certified mail, air mail or ordinary mail)
or the date the notice is deposited for transmission by facsimile or telegraph,
as the case may be, shall be deemed the date of service of the notice.


 


27.                                 HEADINGS:  The headings of this Agreement are merely
for convenience and shall have no legal effect or significance.


 


28.                                 GOVERNING
LAW; COMPLETE UNDERSTANDING: 
This Agreement shall be construed and enforced in accordance with the
laws of the State of California applicable to agreements made and to be
performed wholly within the State of California regardless of where performance
of this Agreement may occur.  This
Agreement sets forth the complete understanding between Artist and Producer
with respect to the subject matter hereof, and all prior agreements, whether
written or oral, have been merged in this Agreement.  This Agreement may only be modified by a written instrument which
the party to be charged has signed. 
Artist acknowledges that neither Producer nor any of its agents,
employees or representatives has made any representations or promises which are
not expressly contained in this Agreement.


 


ACCEPTED AND AGREED:


 


	
   

  	
  OUT OF THE BLUE
  PRODUCTIONS, LLC.

  
	
   

  	
   

  
	
  /S/GABRIELLE REECE

  	
   

  	
  By:

  	
  /S/GRAY FREDERICKSON

  	
   

  
	
  GABRIELLE REECE

  	
  Its:

  	
   

  	
   

  
					



 


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