dr paul rev. 6.1.07SM

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dr paul rev. 6.1.07SM Powered By Docstoc
					OPTION AGREEMENT The following will set forth the agreement (“Agreement”) entered into this 15th day of June, 2007 between Animus Entertainment Group, LLC, a Florida limited liability company (“Producer”) located at 2140 S. Dixie Highway, Suite 307, Miami, Florida 33133 and Dr. Paul Dobransky (“Host”), an individual with a principal address of 345 N. LaSalle St #1401, Chicago IL 60610 concerning the option for the personal services of Host in connection with the development and possible production of a female-driven, relationship-themed television series (“the Project”) which will feature Host. 1. Rights: For good and valuable consideration set forth herein, Host hereby grants to Producer an exclusive and, except as expressly set forth herein, irrevocable option (“Option”) to engage Host to render his personal services as host in connection with the Project. The option period shall commence on signature of this Agreement and shall expire on December 31, 2007 (the “Initial Term”). If at the expiration of the Initial Term, Producer is in bona fide meaningful negotiations with a U.S. broadcaster or U.S. syndicator with respect to the Project, then Producer shall have the right to extend the Option for up to an additional thirty (30) days (the “Extended Term” and, together with the Initial Term, the “Option Term”). During the Option Term, Host’s services hereunder shall be exclusive in all forms of television (whether free, pay, cable, syndication, subscription, pay-per-view, live, DVD, VOD (video-ondemand, mobile or otherwise) in the United States; provided, however, that the foregoing shall in no way restrict Host from appearing on television in any guest spots, special appearances, infomercials, news programs and/or to otherwise promote the Book (as defined herein) or any other product that Host may author or create. In the event that Producer engages Host to render services in connection with the Project, Host also grants to Producer the non-exclusive right and license to use excerpts from the book written by Host entitled “The Secret Psychology of How We Fall in Love” (the “Book”) subject to Producer obtaining all necessary third-party releases, including a release from any publisher of the Book. 2. Consultation Rights: During the Option Term, Host shall have meaningful consultation rights with respect to the development of the Project, including any and all pitches. 3. Consideration: As full and complete consideration to the Host for the Option, and upon Host’s execution of this Agreement, Producer agrees to pay for all development, writing, casting, marketing and sales expenses. In the event that Producer exercises the Option, Host and Producer shall negotiate in good faith the terms of Host’s engagement (the “Host Agreement”). If the Host Agreement has not been fully executed within sixty (60) days of the exercise of the Option, Host shall have the right to terminate this Agreement and the rights granted hereunder with no further obligation to Producer. 4. Representations, Warranties and Indemnity: Producer shall indemnify Host (and his successors, licensees, and assigns) from and against any and all actions, causes of actions, liabilities, proven damages, costs, and expenses (including, without limitation, reasonable

outside attorneys’ fees and costs) arising out of any breach by Producer of any agreement, warranty, and/or representation made by Producer hereunder, or arising from the use of content supplied by Producer. Host shall indemnify Producers against any and all liabilities, proven damages, costs and expenses, including reasonable outside attorney's fees and costs, arising out of or in connection with any claim or breach by Host of this Agreement (including any third party claim or action arising out of any breach by Host of a material provision of this Agreement). Producer can obtain a negative injunction if Host breaches his option to Producer for his personal services. 5. Miscellaneous: This Agreement shall be deemed to incorporate such additional terms and conditions as are customary for agreements of this nature subject to good faith negotiation within customary industry parameters. In the event Producer wishes to replace this Agreement with a more formal agreement consistent herewith, Host agrees to promptly negotiate such formal agreement in good faith. However, unless and until such more formal agreement is signed by the parties, this Agreement shall constitute the full agreement between, and shall remain binding upon, the parties. This Agreement supersedes and replaces any other agreement between the parties with respect to its subject matter and shall inure to the benefit of the parties’ successors, heirs, and licensees. 4. Governing Law: This Agreement will in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the State of Florida without regard to Florida’s conflict of law statutes. Any action arising out of or relating to this Agreement, its performance, enforcement or breach shall be filed in the appropriate Florida court and the parties consent and submit themselves to the personal jurisdiction of said court for all such purposes. If the foregoing accurately sets forth the terms of the Agreement between you and Producer, kindly so indicate by signing in the space provided below. Sincerely, Animus Entertainment Group, LLC By:___________________________ AGREED TO AND ACCEPTED:

________________________________ Dr. Paul Dobransky

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