Mr. J.V. Presogna
Presogna Productions

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Timewalker License

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Production License and Agreement
Television Show Production

Television Production License (TPL)
For
TIMEWALKER
TIMEWALKER AND MIDNIGHT

Licensor/Owner: Mr. J.V. Presogna

(This is a representation of the written License in HTML format)



WHEREAS Mr. J.V. Presogna, the creator, author and owner of TIMEWALKER, and the official licensor in this agreement, hereinafter to be referred to as the "Television Production License" or "TPL," shall herein offer the right to produce television shows based on TIMEWALKER; and,

WHEREAS Mr. J.V. Presogna, hereinafter to be called the OWNER in the TPL, places stipulations on such productions; and,

WHEREAS TIMEWALKER, the 1986 novel authored by the OWNER, shall hereinafter be referred to as the UNDERLYING WORK from which all other derivatives and rights emerge; and,

WHEREAS ___________________________________________, who is authorized as the official representative of the company named ______________________________________________, who shall hereinafter be referred to as the PRODUCER in the capacity of licensee, shall conduct business on behalf of the PRODUCER concerning the TPL.

NOW, THEREFORE, the OWNER and the PRODUCER agree to the terms and definitions, and all stipulations set forth in the TPL, concerning the production of television shows based on the UNDERLYING WORK.


DEFINITIONS


1. TELEVISION PRODUCTION: A filmed or taped production by the PRODUCER based on scripts for airing on television in first-run editions and reruns.

2. TELEVISION SYNDICATION: The process of distributing the television shows already produced and already aired, which shall be offered to individual stations in the USA or other countries after the original series has aired.

3. NATIONAL TELEVISION: Television in the USA, exclusive of other countries.

4. INTERNATIONAL TELEVISION: Distribution of first-run editions and reruns as described in paragraph 1 of the TPL, but in foreign countries.

5. MERCHANDISING: The collection of due royalties from the commercial production of products which have a relation to the UNDERLYING WORK and to the television production and the television syndication, or to the characters therein, which will be shared by the PRODUCER and the OWNER in accordance to the terms of this TPL.

6. FIRST-RUN EDITION: A television show aired for the first time in the series, shown in prime-time television.

7. RERUN: A second or third showing of a first-run edition in prime-time television.

8. PRIME-TIME TELEVISION: 8:00 PM to 11:00 PM daily.

9. SYNDICATED FORMAT: The distribution of shows already aired and rerun, but not in prime-time television.


TERMS OF THE TPL

1. The copyright of the UNDERLYING WORK shall be retained by the OWNER in perpetuity, and all permissions needed must be sought from the OWNER.

2. The TPL grants to the PRODUCER, who is acting in the capacity of a licensee in the TPL, the following rights concerning television show productions based on TIMEWALKER, the UNDERLYING WORK, and the characters introduced therein.

A) The right to produce television shows in a series is granted to the PRODUCER provided the productions are in agreement with the development already produced by the OWNER, who has supplied the first six (6) episodes in the series himself, as well as the "Series Bible" for the series.

B) The OWNER may upon occasion contribute other new episodes as a guest writer in the series.

C) Each and every episode produced by the PRODUCER under the TPL must give "Creator Credit" to the OWNER, as follows: "Based on the Characters Created by J.V. Presogna."

I) For every episode produced, the OWNER will receive in payment from the PRODUCER the amount of $10,000 for "Creator Credit."

II) For every rerun of any and all episodes, the OWNER will receive from the PRODUCER the amount of $10,000 for "Creator Credit."

III) As example, if 22 shows are produced in a season, and all 22 shows are rerun once, that makes a total amount of $440,000 to be paid to the OWNER by the PRODUCER for "Creator Credit."


D) The PRODUCER can write, or have written for him, new episodes, beginning with episode #7, provided the characterization and premise established by the OWNER are not violated.

I) The PRODUCER may seek, and possibly be granted, the right to make certain changes or alterations in future episodes, provided permission is thus obtained from the OWNER in writing.


E) The television series should be called TIMEWALKER, for the sake of simplicity.

I) Keeping the show simple is an aim: It is about two interracial superheroes who can fight crime without the use of violence or weapons.

II) The show should be kept free from agendas which would adulterate such a premise.

III) There would be a possibility of "Midnight" gaining his own "spinoff," if TIMEWALKER is successful, and any "spinoff," if granted in writing to the PRODUCER by the OWNER, must abide by all of the definitions, terms and stipulations of this TPL.


3. The PRODUCER agrees to pay to the OWNER certain fees for rights in the TPL, separate from, and in addition to, those stated in paragraphs 2(C)I and 2(C)II and 2(C)III, and these additional fees must be paid in advance, as follows:

A) $50,000 must be paid by the PRODUCER to the OWNER for the pilot episode, "The Road to Cleveland," written by the OWNER, and lasting 60-minutes.

B) $150,000 must be paid by the PRODUCER to the OWNER for episodes #2 through #6, also written by the OWNER, but lasting 30-minutes each, thereby requiring $30,000 per episode for the five (5) 30-minute episodes.

C) $100,000 must be paid by the PRODUCER to the OWNER for the legal right to make and produce a television series based on the original 1986 novel TIMEWALKER, the UNDERLYING WORK written by the OWNER on June 27, 1986.

D) $580,000 must be paid by the PRODUCER to the OWNER for approximately 200 total weeks of work in developing the original novel into a television series, from about 1992 through 2003, which the OWNER spent working alone and not work-made-for-hire for any work or episode.

E) The total amount to be paid in advance by the PRODUCER to the OWNER is the sum of paragraphs 3(A), 3(B), 3(C), and 3(D), as listed above: $880,000.

4. The PRODUCER, acknowledging the potential of television syndication for the series after its run is through, agrees to pay to the OWNER 5% of gross revenue obtained in the television syndication, as outlined below.

A) If less than two (2) full seasons of shows are produced by the PRODUCER, television syndication can still be gained by syndicating the show only on Saturday mornings, thus allowing a minimum of 26 shows produced to syndicate one day per week, and running the series no more than twice in one full calendar year.

B) If enough shows are produced by the PRODUCER to make daily weekday syndication possible, then the daily syndicated format would be acceptable.

C) In either case above, the PRODUCER is bound to pay 5% of gross revenue to the OWNER for the life of television syndication.


5. Merchandising revenue gained through fees and royalties charged to merchants who produce commercial products with a relation to the television series will be split on a 50/50 basis between the PRODUCER and the OWNER, provided the PRODUCER acts in capacity of broker and collector of such fees and royalties.

6. The PRODUCER will issue "quarterly financial reports" to satisfy the OWNER and this TPL, as long as the show is in production or syndication exists, or merchandising is still viable, and likewise issue prompt "quarterly payments" to the OWNER which are due as time progresses.

7. The PRODUCER will get a "first right of refusal" for any potential motion picture production for TIMEWALKER, provided the OWNER is the writer/director of such a project, and the price and contract can be agreed upon by the PRODUCER and the OWNER.

8. Since the OWNER is also the writer of the first six (6) episodes, having created the series himself, the PRODUCER agrees to pay the OWNER also as a writer in accordance with WGA GUIDELINES concerning RERUN COMPENSATION FOR WRITERS, as stipulated in the WGA Theatrical and Television Basic Agreement.

A) The "written by" credit for the six (6) episodes written by the OWNER is separate from the "Creator Credit" defined in paragraph 2(C) of the TPL, because the "Creator Credit" appears on every episode.

B) The OWNER agrees to become a member of WGA and/or a Signatory, under the terms of the TPL.

9. The PRODUCER agrees to postpone any "spinoff" program for at least one full season of TIMEWALKER.

10. The OWNER demands the integrity of the characters and the premise, as well as the virtual saga, be maintained, for the duration and life of the television series.

11. The OWNER will provide additional materials to the PRODUCER, beyond the "Series Bible" and the first six (6) episodes, such as material developed for the comic book series, and an additional "paper" which will explain what was planned by the OWNER from episode #7 and beyond.


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Statement of Licensing

A license is a unilateral permission granted under conditions of a written instrument defining its terms, and it can be revoked and terminated when it is abused or violated.

The Licensor, herein named the OWNER, who retains exclusive rights to the copyright and the UNDERLYING WORK, herein fully retains the exclusive right to terminate the TPL before the television series has reached an end to its run on its own, if the PRODUCER, in the capacity of licensee in the TPL, becomes guilty of abuse or violation of the TPL, without refund of any part of the money advanced to the OWNER up to that time of the termination of the TPL.

Otherwise, the License exists for as long as the television series exists, and the only rights licensed to the PRODUCER by the OWNER are those specifically stated in the TPL, and the OWNER retains all other rights in toto.

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IN WITNESS HERETO, the OWNER and the PRODUCER, in the capacity of licensee, together verify this TPL and all of its terms, definitions, and stipulations, as it is written in its entirety, by their signatures below.

_______________________________________
Licensor/OWNER
Mr. J.V. Presogna

_______________________________________
REPRESENTATIVE of Licensee

_______________________________________
PRODUCER/Licensee


TIMEWALKER is a 1986 novel written by Mr. J.V. Presogna
(A Registered Copyright)

TIMEWALKER is available for licensing in many formats, with some formats completed.
Licenses are available for comic book production (first issue completed), video games,
motion picture (in development), the television series referred to in the above license
with six (6) episodes already completed, and other additional formats.
For additional information on other licenses available, contact Mr. J.V. Presogna.

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