AGREEMENT FOR
TECHNICAL PRODUCTION SERVICES

TRACKDOWN PRODUCTIONS, INC. – “THE QUEEN LATIFAH SHOW”

THIS AGREEMENT FOR TECHNICAL PRODUCTION SERVICES (this “Agreement”) is made this 8thday of March, 2013, to be effective as of the 9th day of September, 2013 (the “Effective Date”), by and between SVP, Inc., a Nevada corporation, doing business as Sweetwater Digital Productions (“Sweetwater”), and Trackdown Productions, Inc.(“Client”). Sweetwater and Client are sometimes referred to collectively as the “Parties” and, individually, as a “Party.”

RECITALS:

  1. Client desires to engage Sweetwater and Sweetwater desires to provide Client with certain Technical Production Services for “The Queen Latifah Show” beginning as of the Effective Date of this Agreement and continuing thereafter for one (1) Programming Season.
  2. Sweetwater has agreed to provide the Technical Production Services, and Client has agreed to accept and pay for the Technical Production Services, for a minimum one (1) Programming Season beginning on September 9, 2013 and ending on or aroundJune 19, 2014.
  3. All Technical Production Services will be performed at the Studio.
  4. Client and Sweetwater agree to the following terms and conditions pursuant to which the Technical Production Services will be provided.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and with the desire to be legally bound, Client and Sweetwater hereby agree as follows:

  1. DEFINITIONS
  2. “Dark Day” / ”Dark Week” means the respective period of time during which Technical Production Services are not required to produce/shoot the Show.
  3. “Production Day” means any calendar day during which Technical Production Services are provided to the Client.
  4. “Production Facilities” means the video equipment, described in Exhibit A, attached hereto and made a part hereof, and elsewhere in this Agreement.
  5. “Programming Season” means a minimum of thirty (30) Production Weeks during the nine-month period beginning September 9 and ending June19 of the next following calendar year.
  6. “Site” means the portion of the Studio on which the Sweetwater System has been installed. The Site shall include any areas adjacent to the location on which the System is actually installed andmade available by Client to Sweetwater to store materials and perform the Technical Production Services.
  7. “Show” means content produced for and in connection with “The Queen LatifahShow.”
  8. “Studio” means Sony Pictures, StageStages 23 and24, 10202 West Washington Blvd.,Boulevard,Culver City, California 90232.
  9. “System” means the collective arrangement of Production Facilities installed by Sweetwater at the Site.
  10. “Technical Production Services” means the engineering services, technical services and Production Facilities, all as more particularly set forth herein, provided by Sweetwater in connection with Client’s production, taping and/or broadcasting of the Show all in accordance with, and subject to, the provisions of this Agreement.
  11. SERVICES
  12. Technical Production Services.

(a)All equipment specifications with the respect to the Production Facilitiesmust be agreed upon by both the Client and Sweetwater at least eight (8) weeks prior to the first rehearsal date.

(b)Throughout the Term, Sweetwater shall ensure that the Production Facilities are and remain in good working order and are appropriately repaired, maintained and replaced. Technical Production Services shall consist of the timely operation of the Production Facilities necessary to produce and record each Show for live and/or recorded telecasting from commencement through conclusion thereof; assistance to Client where required for compilation of the finished production feed for satellite uplink and taping clean feeds of the production on designated media and all other technical aspects of production of each Show necessary to generate a broadcast network quality telecast.

(c)Client shall have final editorial and creative control over the broadcasts and programming of its Show. Sweetwater agrees to provide the Technical Production Services in accordance with the instructions, specifications and schedules of Client and its designated producers and technical supervisors. Time shall be of the essence with respect to Sweetwater’s performance of its obligations hereunder.

2.2.Engineers. Sweetwater will provide one qualified Engineer-in-Charge and one qualified Sweetwater Technician who shall have experience and capability to perform the obligations of Sweetwater hereunder to at all times during production which it is assigned.

2.3.Operation of Production Facilities. None of the Production Facilities may be operated unless a Sweetwater Engineer-in-Charge or Maintenance Engineer is on duty.

  1. TERM OF THE AGREEMENT
  2. Term. Sweetwater shall commence with the Technical Production Services as of the Effective Date, and continuing thereafter for one (1) Programming Season until June 19, 2014, unless this Agreement is earlier terminated in accordance with the terms hereof (the “Term”).
  3. Optional Extension. If the Show continues after the Term, Client shall have the option of extending the expiration of the Term through the 2014/2015 Programming Season (the “Extension Option”) provided Client shall exercise the Extension Option by giving Sweetwater written notice thereof no later than June1, 2014. If the Extension Option is exercised, the terms of this Agreement, including the pricing for the prior Programming Season will be applicable during the extension period.
  4. Termination. Client or Sweetwater may terminate this Agreement upon written notice to the other for any Default Event or upon the occurrence of a Termination Event, pursuant to Section 3.3(c).

(a)“Default Event” means: (i) with respect to Sweetwater, Sweetwater’s material failure or material deficiency in its performance hereunder for reasons other than Force Majeure to provide the Technical Production Services in accordance with this Agreement that occurs, with respect to the Technical Production Serviceand such material failure or material deficiency is defined asmore than three(3) timesbreachesin any twelve (12) month period (provided, that, Client shall promptly notify Sweetwater in writing of each act, event or circumstance which Client considers to have been a failure or deficiency in Sweetwater’s performance hereunder)), or any other material breach of its representations, warranties, covenants or obligations hereunder, and (ii) with respect to Client, Client’s failure to pay any undisputed amount due and payable to Sweetwater hereunder within thirty (30) days of when due or any other material uncured breach of its representations, warranties, covenants or obligations hereunder.

(b)“Termination Event” means the occurrence of any of the following events: (i) a Default Event; or (ii) Sweetwater or Client: (A) files or has filed against it a petition in bankruptcy (and the filing against it is not dismissed within sixty (60) days of being filed), (B) is adjudicated bankrupt, (C) makes a general assignment for the benefit of creditors, (D) applies for, or consents to the appointment of, a receiver, (E) institutes dissolution or liquidation proceedings or (F) otherwise ceases to conduct operations in the normal course of its business.

(c)Occurrence of a Termination Event. Upon the occurrence of a Termination Event, the non-breaching Party (the “Claimant”) will provide written notice of the Termination Event (the “Termination Event Notice”) to the other Party (the “Responding Party”), which written notice shall describe in reasonable detail the Termination Event. Within fifteen (15) days of the date of the Termination Event Notice, representatives of the management of each of the Claimant and the Responding Party shall meet in person or by telephone in an effort to resolve the Termination Event. In the event that the parties are unable to resolve the Termination Event to the reasonable satisfaction of the Claimant within 30 days following the date of the Termination Event Notice, the Claimant may terminate this Agreement fifteen (15) days from the date of written notice (the “Termination Notice”) if the Termination Event is not cured by the Responding Party within such fifteen (15) days; provided, however, if the Termination Event arises from an event specified in Section 3.3(b)(ii), no notice period or cure period shall apply.

3.4.Effect of Termination. In the event of any termination or expiration of this Agreement:

(a)Client will promptly compensate Sweetwater for all amounts due and owing to Sweetwater hereunder;,which amounts shall only be the fees payable to Sweetwater for Technical Production Services and Production Facilities actually rendered and provided as of the effective termination date.

(b)Each Party will promptly, but no later than thirty (30) days thereafter, return to the other Party any and all equipment, documentation, supplies or other materials of the other Party within its possession or control; and

(c)Sweetwater shall remove all Production Facilities from the Site within ten(10) days following the termination of this Agreement or the expiration of the Term and restore the locations where the Production Facilities were installed in broom swept condition.

3.5.Survival. Notwithstanding any other provisions of this Agreement, the provisions of this Section 3 (Term and Termination), Section 4 (Compensation and Expenses), Section 5 (Representations and Warranties), Section 7 (Indemnity and Limitation of Liability) and Section 9 (General Provisions) shall survive the expiration of the Term or any termination of this Agreement under this Section 3 or otherwise.

  1. COMPENSATION AND EXPENSES.
  2. Service Fee and Payment:

(a)Service Fee.

  1. First Programming Season. Client will pay Sweetwater a minimum fee (the “Service Fee”) equal to $800,280.00for the first Programming Season during the Term that the Technical Production Services are reserved by, or otherwise provided to, Client hereunder, regardless of the nature or extent of use or nonuse of the Technical Production Services by Client. In the event of a Force Majeure or the cancellation of “The Queen Latifah Show” or any termination in accordance with Section 3.3, Client will pay pro-rata for the Technical Production Services and Production Facilities actually rendered and provided by Sweetwater up to the date of Force Majeure, show cancellation or agreement termination. If Client requires Technical Production Services for more than thirty (30) Production Weeksduring the first Programming Season, Client will pay Sweetwater an additional Service Fee of $26,676.00 per additional Production Week.

(b)Invoicing. During the Term, Sweetwater shall invoice Client on a monthly basis, for the Service Fee per Production Week during the first Programming Season; and the extended Programming Season if the Extension Option is elected. Client will pay to Sweetwater the amounts invoiced within thirty (30) days from invoice date. If Client does not utilize the Technical Production Services for a minimum of 30 Production Weeks during a Programming Season, Sweetwater will invoice Client for the balance due against the minimum Service Fee, which balance shall be due on or before the thirtieth (30th) day following the last day of the current Programming Season.

4.2.Additional Fees and Reimbursable Expenses. In addition to the Service Fee and except as otherwise set forth herein, Client agrees to pay and/or reimburse Sweetwater for the following fees and expenses incurred in connection with the Technical Production Services:

(a)If the Client requests additional Production Facilities (whether included in Sweetwater’s inventory or purchased by Sweetwater specifically for the Client) for permanent addition to the Production Facilities detailed by this Agreement, the Service Fee will be increased by the same rate used in calculating the Service Fee set forth in Section 4.1.

(b)If Client requests additional Production Facilities (that Sweetwater rents from a vendor), for permanent addition to the Production Facilities detailed by this Agreement, Sweetwater agrees to rent the additional Production Facilities, provided that Client agrees to pay an increase in the Service Fee equal to the cost of such rental less one-half of the discount, if any, obtained by Sweetwater from the third-party vendor.

(c)All ordinary shipping and insurance charges incurred by Sweetwater will be reimbursed by the Client. The Client will reimburse Sweetwater an additional $100.00 for any same day rush orders accepted and timely delivered and performed by Sweetwater.

(d)All charges for additional Production Facilities must be agreed, in writing, between the Parties, before such Production Facilities will be made available, or before Sweetwater will be entitled to an increase in its Service Fee.

(e)Client shall reimburse Sweetwater at the following rates during the Term for any time worked by a Sweetwater Engineer-in-Chargebeyond the base rate of 8 hour day. Rates to be charged after 8 and 12hours shown below:

IATSE CLIENT PRODUCTION PAYROLL: / $85/hr/per man/8 hour day
1.5x times rate to 12 elapsed hours
2x times rate after 12 hours
Travel days are 8 hours
NON IATSE CLIENT PRODUCTION PAYROLL: / $102/hr/per man/8 hour day
1.5x times rate to 12 elapsed hours
2x times rate after 12 hours
Travel days are 8 hours
NEP SWEETWATER PAYROLL: / $102/hr/per man/8 hour day
1.5x times rate to 12 elapsed hours
2x times rate after 12 hours
Travel days are 8 hours
Additionally a 15% payroll fee applies to the total
LABOR: In addition, one (1) NEP Sweetwater Technician will be paid by the following method: / $70/hr/per man/8 hour day
1.5x times rate to 12 elapsed hours
2x times rate after 12 hours
Travel days are 8 hours
Additionally a 15% payroll fee applies to the total

(f)The rates set forth in paragraphs (f) and (g) (NOTE: There are no rates stated in paragraphs (f) and (g)—should it be paragraph (e)?)paragraph (e)of this Section shall be increased at the beginning of each Programming Season during the Term by an amount equal to the greater of: (a) three percent (3%) or (b) the increase in the cost of living for all urban consumers (all cities) during the immediately preceding calendar year. Sweetwater shall provide written notice to Client of the anticipated increase sixty(60) days in advance of the second programming season, if any.

Client shall bear the risk of loss to the Production Facilities due to theft, damage or loss, to the extentSweetwater or its employees are notresponsible therefor. Client will reimburse Sweetwater for any missing and damaged equipment hereunder, to the extent Sweetwater or its employees are not responsible therefor.

(g)Client agrees to be solely responsible for arranging, obtaining and paying for batteries, tape stock, other expendable supplies and the transmission of the telecast of each Show.

(h)During Dark Days/Dark Weeks, if Technical Production Services are rendered by Sweetwater to the Client, Sweetwater and Client agree to negotiate, in good faith, a reasonable fee for the use of such Technical Production Services.

4.3.Taxes. Except as otherwise set forth herein, all amounts due hereunder do not include any value added, use, sales, service, property or other taxes or contributions applicable to the provision, receipt and/or use of the Technical Production Services (other than taxes assessed with respect to Sweetwater’s income from the provision of such services), which taxes and contributions shall be the sole obligation and responsibility of Client to pay in addition to the any other amounts due and payable hereunder. If, under local law or applicable treaty, Client is required to withhold any tax on payments to be made to Sweetwater hereunder, then the amount of the payment otherwise due hereunder will be automatically increased to offset such tax in full, so that the amount actually remitted to Sweetwater, net of all such taxes, equals the amount invoiced or otherwise due. Client will promptly furnish Sweetwater with the official receipt of payment of these taxes to the appropriate taxing authority.

4.4.Location Costs. Client agrees to arrange and pay for all on-Site security in and around the Studio to protect Sweetwater personnel and the Production Facilities during the entire Term of this Agreement. Client will supply a sufficient number of parking permits at the Site for all Sweetwater employees required by client, at no cost to Sweetwater. Client will supply power (100 amp, 3 phase, 120 volt, Clean Tech Power) and be responsible for all Site location costs including, but not limited to, permits, power, security, transmission and lighting.

  1. REPRESENTATIONS, WARRANTIES AND COVENANTS
  2. By Client. Client hereby represents, warrants and covenants to Sweetwater that:

(a)It is duly organized, validly existing and in good standing under the laws of the State of Californiaand has full corporate power and authority and has taken all corporate action necessary to execute, deliver and perform its obligations under this Agreement.

(b)This Agreement has been duly executed and delivered by Client and constitutes, and any other instruments to be executed and delivered pursuant hereto when duly executed and delivered by Client will constitute, legal, valid and binding obligations of Client enforceable against it in accordance with their respective terms.

(c)It shall ensure that each of Client’s employees, contractors, agents, representatives and any person gaining access to the Production Facilities (other than the Sweetwater personnel) has been properly authorized by Client and/or Sweetwater to access the Production Facilities in such manner, possesses the proper skill, training and background necessary to make use of the Production Facilities for their intended purposes, and Client warrants that each such person will utilize the degree of skill and care required by current good and sound professional procedures and practices in accordance with industry standards.