ReaGilè Film Exhibition Agreement Entered into by and between: The Distributor Company Name: ReaGilè iHs (Pty) Ltd (iHs) Address: 332 Cork Avenue, Ferndale, Johannesburg, 2194, South Africa Reg. Nº: 2007/007569/07 E-Mail: reagile.ihs@gmail.com Attn: John H. Eschenburg Acting for/on behalf of The Exhibitors All ReaGilè Community Upliftment Primary Co-Op Ltd Cinemas (ReaGilè) Venues: All ReaGilè Co-Operative Cinemas in South Africa, Africa & _______________________Country AND The Copyright Holder Company Name: _______________________________________________________________________ (TCH) Address: ____________________________________________________________________________ ____________________________________________________________________________ Co Reg. Nº: _____________________________________ E-Mail_________________________________ Title Genre Length Title Genre Length The Media (Titles) _____________________________ _______ ____ _____________________ ______ _____ _____________________________ _______ ____ _____________________ ______ _____ _____________________________ _______ ____ _____________________ ______ _____ _____________________________ _______ ____ _____________________ ______ _____ See attached List (Addendum A) Please sign all pages PREAMBLE: iHs is a company which Designs, Builds and Supports ReaGilè Co-Operative Cinemas in Townships/Rural areas in South Africa and Africa. TCH is a company in the Media/Film Distribution, Marketing, Production business, supplying various Feature and Short Films, Documentaries, Productions and/or Educational Media (The Media) in which TCH directly, or by means of a Licencing Agreement, holds Legal Copyright and or Title. iHs, and ReaGilè and TCH (The Parties) wish to enter into an Agreement, whereby TCH will supply “The Media (Titles)” as detailed, for Non-Exclusive exhibition on Internal and/or External Cinema screens in/at All ReaGilès, at an Agreed Fixed Fee per screening Hour as detailed in Terms/Payment. THE PARTIES THEREFORE AGREE THAT: 1. GENERAL TERMS 1. TCH shall provide to iHs, the “Limited Legal Right” to copy The Media to Hard Disk Drives owned by iHs, which are situated in “Secure ReaGilè Libraries” at each ReaGilè Cinema, 2. TCH authorises ALL ReaGilè Cinemas to Publicly Exhibit said Media at each ReaGilè Venue as and when they see fit to do so. 3. This Agreement commences on the “date of commencement of business of each and every ReaGilè”, and shall continue until either party has cause to terminate the agreement, subject only to a notice period of 1 (one) months either way. 2. SECURE ReaGilè LIBRARY (SRL) 1. Each “Secure ReaGilè Library” consists of a “Locked Steel Safe, to which ONLY iHs has a key”, welded inside each ReaGilè Kiosk, which safe shall contain a “media player and attached hard disk drives”, which hard drives shall at all times remain the sole property and responsibility of iHs, and onto which all the Media is copied/installed solely by iHs, in order to mitigate against piracy of the Media. 2. The media player inside each SRL shall be securely connected to the Video Projectors in the ReaGilè Cinemas, ONLY by means of HDMI Cables, with No other connections allowed/possible, (subject to agreed improvements in connectivity), to prevent Piracy of any included Media. 3. TCH shall supply iHs with One Legally Licensed Copy of each title as detailed, for secure distribution to the SRL at each operational ReaGilè, for the agreed commercial flighting, at times and dates as scheduled at the sole discretion of the ReaGilè management, and only on the agreed ReaGilè Internal and/or External ReaGilè Projection Screens. 4. The media may be submitted on DVD, Blu-ray or via Internet transmission and must at a Minimum, be Standard Definition Video with Stereo Sound, but Full HD & 5.1 or better is preferable. Acceptable formats will be supplied/communicated to TCH from time to time. 5. The Library will consist of a mix of morally accepted genres including, but not limited to, DIY, educational, edutainment, features (Comedy, Drama, Action Etc.) and shorts and documentaries from both local and international producers. 6. iHs shall be the sole arbiter of the content of the Libraries, which shall not include any satanic, occult, immoral, offensive, pornographic or any other material objectionable in iHs’ sole opinion. 3. TERMS / PAYMENT 1. iHs agrees to facilitate payment to TCH, by each ReaGilè, an amount of ZAR60.oo (Sixty South African Rand) or the equivalent in United States Dollars (±US$6.oo), including any VAT and/or exchange charges, for every Flighted hour or part thereof (@ZAR1.oo/minute) of the Media supplied, with detailed reporting/reconciliation done by an iHs bookkeeper, of all TCH’s media flighted by each ReaGilè in the previous month, which report shall form the sole basis for calculation of all payments, by the 25th day of each month, with payment by electronic transfer of any payment due to TCH occurring no later than the last day of the month. 2. TCH may receive a text message detailing the ReaGilè Unit & login of any IP cameras facing the screen and the audiences at time of flighting. 3. The pricing policy and facilities may be reviewed annually by iHs in the interests of evolving a best business model for all parties, subject to remaining within the parameters of the iHs ethos of “Job Creation without taking money from the poor to give to the rich” and stimulation of the Cinema Film Distribution sector to underserviced audience members and the just reward of artists for their art in Africa and beyond. 4. CONDITIONS 1. Media delivered by TCH shall be assumed to have clear Legal, Copyright/Title and be accompanied by this Signed Film Exhibition Agreement. 2. All Promotional material provided to iHs may be used freely by each ReaGilè for promotional purposes in connection with the ReaGilè Cinema circuit and TCH Media. E.g. trailers and promotional clips, posters etc. 3. All parties agree to conduct their operations in a transparent and ethical manner, with due regard to the policies that may be in place from time to time, and in such a manner that does not harm or bring the names and reputations of any of the parties into disrepute. 4. Notwithstanding anything to the contrary, this Agreement does not constitute an agreement of employment, partnership, joint venture or agency between iHs, ReaGilè and TCH, and shall not give rise to any relationship of employer and employee, master and servant or principle and agent, and neither Party shall have the power to make a contract in the name of the other. 5. TERMINATION The Parties shall be entitled, without prejudice and in addition to any rights which they may have in terms of this Agreement or in law, to cancel this Agreement with 1 (One) months written notice, provided that provisions in this Agreement which expressly, or by implication, are intended to survive such termination, shall survive such termination. 6. CONFIDENTIALITY Each Party acknowledges that, in the course of the performance of its obligations in terms of this Agreement, it will become possessor of and have access to certain proprietary information pertaining to the other Parties and their business and shall, save with the consent of the other Party or as required by law, keep confidential the Confidential Information. 11. GENERAL This Agreement and any ReaGilè iHs (Pty) Ltd Non Disclosure Agreement as signed and agreed to by TCH, constitute the sole record of the agreement between the Parties and contains all of the express provisions agreed on by the Parties with regard to the subject matter hereof and the Parties waive the right to rely on any alleged express provision not contained herein. Signed at _________________________________________________on this ________day of _______________ 201__. For iHs: ReaGilè iHs (Pty) Ltd For: _______________________________________TCH __________________________________________ ____________________________________________ Signatory: John H. Eschenburg Signatory: _________________________________ Capacity: Founder/Chairman Capacity: __________________________ __________________________________ Name: ____________________________ Witness 1 __________________________________ Name: ____________________________ Witness 2 An example of our plain and simple agreement with film makers.