DocuSign Envelope ID: 4E1F7506-06CB-4352-8239-13B8B4E73F44
DocuSign Envelope ID: A3B262AD-C68D-4711-9DEA-3D8A4B84D0BD
STANDARD FUNDING AGREEMENT
for Scripted and Factual Content
Project Title
Title
Stuff Circuit 2021
Parties
NZ On Air (us, we Full Legal Name
BROADCASTING COMMISSION
or our)
Physical Address
2nd Floor, 119 Ghuznee St, Wellington 6011
Postal Address
PO Box 9744, Marion Square
WELLINGTON 6141
Email
[email address] (for notices)
[email address] (for informing us of release plans)
[email address] (for invoices and reports)
Phone
(04) 382 9524
Attention
Associate Head of Funding
Producer (you or
Full Legal Name
STUFF LIMITED
your)
Physical and
Level 7 - Spark Central, 42-52 Willis Street, Wellington 6011
Postal Address
PO Box 2595, Wellington 6140
Email
s9(2)(a)
Phone
s9(2)(a)
Attention
s9(2)(a)
Agreement
This agreement
Schedule 1 – Project Particulars
comprises
Schedule 2 – General Terms
Schedule 3 – Your Proposal
Schedule 4 – Project Budget
Schedule 5 – Producer’s Health and Safety Confirmation
Schedule 6 – Income Sharing Arrangements
Acceptance
In signing this Agreement, each party acknowledges they have read and agrees to be bound by it. Each party confirms that, as
at the date of this Agreement, the effects of the coronavirus pandemic on that party are not currently a Force Majeure event.
Agreement made this
10th day of
February 2021
For NZ On Air
Cameron Harland
Amie Mills
Chief Executive
Head of Funding
For the Producer
In signing this Agreement you confirm that you hold all intellectual property rights necessary to complete the Project and that
you are registered in New Zealand as a company, charity or incorporated society.
s9(2)(a)
s9(2)(a)
Signature of Authorised person
Signature of Witness
s9(2)(a)
s9(2)(a)
s9(2)(a)
Name and Position of Authorised person
Name of Witness
Stuff Circuit 2021 – Funding Agreement (2021)
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SCHEDULE 1
PROJECT PARTICULARS
Content
Under this Agreement we fund the fol owing content. If you want to produce any additional content using our funding under
this Agreement, you must have our prior written approval.
Main Content
You wil produce the fol owing Content in accordance with this Agreement and otherwise as set out in
your Proposal.
Working Title
“Stuff Circuit 2021”
Episodes
3 x 30’00” (approximately)
Total Minimum
90 minutes
Duration
Other Content
You wil produce the fol owing Content in accordance with this Agreement and otherwise as set out in
your Proposal.
Written features
1 x 600-word (minimum) news story per episode of the Main Content
1 x 1600-word (minimum) feature per episode of the Main Content
Publishing Obligations
Our aim is to ensure that great New Zealand content is valued and enjoyed by many New Zealand audiences. Accordingly, you
agree to publish the Content, or arrange for the Content to be published, as set out in the fol owing rows of this table (together,
your Publishing Obligations). You wil ensure that al necessary rights, licences, consents and other authorities required to
meet your Publishing Obligations have been obtained and retained. Until completion of the Publishing Obligations:
(a)
If you license the Content, or make it available, exclusively for publication in New Zealand, you wil ensure:
(i)
you have our prior written permission for the licence; and
(i )
that the licence does not conflict with any of your obligations under this Agreement.
(b) You wil not dispose of (including assign, sel , transfer or make subject to any lien, trust, encumbrance or security interest)
any of your rights or title in any Content without our prior written consent.
Nothing in this section requires our consent for or prevents your licensing or distribution of the Content international y.
To the extent applicable to the Content, any reference in this Agreement to “publish” (in any of its grammatical forms)
includes reference to “broadcast” (in its corresponding grammatical form).
Primary
Primary Platform
STUFF LIMITED
Distribution
Owner
Platform
Channel
Stuff
Platform Type
Online
Platform Website www.stuff.co.nz
Distribution
You wil make each episode of the Main Content available free of charge, in a
Rights
noticeable position on your website www.stuff.co.nz, for at least 12 months after
the episode was first released on the Primary Distribution Platform.
Extended
Do not apply.
Platform Rights
Free Online
If the Publishing Obligations are not complied with, you wil ensure the Main Content (as modified or
Access
extended from time to time) is available to the New Zealand public:
(a)
in an online form approved by us;
(b) without charge to the public (except you may charge a reasonable amount, as approved by us, for
modifications or extensions to the Main Content that we didn’t fund); and
(c)
promptly fol owing completion of the Main Content (and in any event within 12 months of that
date) for a consecutive period of at least one year.
Stuff Circuit 2021 – Funding Agreement (2021)
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Funding (excluding GST)
Total Funding
From us
Our Development Funding
$Nil
Our Project Funding
$324,200 under this Agreement
Our Platform Contribution Reduction
$352,918 under this Agreement
Support
Total of our funding
$677,118
From al parties
Total Project (Non-Cash)
$88,230
Total Project (Cash)
$667,118
Total funding
$765,348
Project Funding
You confirm that the fol owing table includes al funding you have secured (both cash and non-cash) at
any time in relation to the Content. You confirm that al Content can be completed in accordance with
this Agreement within this amount. On our request, you must give us evidence that the above funding
has been secured and wil be provided to enable completion of al Content in accordance with this
Agreement.
Funder
Cash
Non-Cash (itemised in the Project
Budget)
Our equity
$324,200
$Nil
Our non-equity
$352,918 (80% of your non-cash
$Nil
(Platform
contribution towards the Main Content)
Contribution
Reduction Support)
You
$Nil
$88,230 (20% of your non-cash
contribution towards the Main
Content)
Total Project
$677,118 - Total Project Cash
$88,230 - Total Project Non-Cash
Funding
You must ensure that al cash and non-cash funding that isn’t provided by us, is provided in time to meet
the Project Completion Date below. You must let us know immediately if you become aware of any
circumstance that may result in funding not being provided as above.
Drawdown
We wil contribute our Project funding in accordance with the fol owing drawdown schedule. We may,
Schedule
after consulting with you, vary drawdown dates or amounts where we reasonably consider you then hold
excess or insufficient funds to meet immediate costs and expenses for the Project.
To receive our funding, you must meet each of the conditions specified in the drawdown schedule to our
reasonable satisfaction.
First Instalment
After:
$94,115
Both of us have signed this Agreement
Your invoice for this instalment.
Second
After you give us:
$94,115
Instalment
Evidence of first day of production on the first episode
of the Main Content.
Copies of any agreements related to the funding of
the Project.
A signed health and safety confirmation as per
Schedule 5.
A producer report as per our requirements outlined
at https://www.nzonair.govt.nz/funding/resources-
producers/#drawdowns at the time of your report
(Producer Report).
A cost report as our requirements outlined at
https://www.nzonair.govt.nz/funding/resources-
producers/#drawdowns at the time of your report
(Cost Report)
Your invoice for this instalment.
Third Instalment
After you give us:
$94,115
Evidence of release of both Episode 1 of the Main
Content and the accompanying Written features
Primary Distribution Platform.
Stuff Circuit 2021 – Funding Agreement (2021)
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At least 6 high resolution digital images from the Main
Content for us to publish in any form free of charge.
Confirmation of first payment from Primary Platform
Owner (and other funders if requested).
A Producer Report.
A Cost Report.
Your invoice for this instalment.
Fourth
After you give us:
$94,115
Instalment
Evidence of first day of production on the second
episode of the Main Content.
A Producer Report.
A Cost Report.
Your invoice for this instalment
Fifth Instalment
After you give us:
$94,115
Evidence of release of both Episode 2 of the Main
Content and the accompanying Written features
Primary Distribution Platform .
A Producer Report.
A Cost Report.
Your invoice for this instalment
Sixth Instalment
After you give us:
$94,115
Evidence of first day of production on the third
episode of the Main Content.
A Producer Report.
A Cost Report.
Your invoice for this instalment
Seventh
After you give us:
$65,000
Instalment
Evidence of release of both Episode 3 of the Main
Content and the accompanying Written features on
the Primary Distribution Platform.
Your invoice for this instalment.
Completion
After you give us:
$47,428 (subject to
Instalment
Evidence of completion of al Content (via a copy
deductions for under-
delivered to us on USB or DVD).
spend as below)
A Producer Report.
A “final” Cost Report representing a true and fair view
of the costs of the Project and accounting for al
income received in relation to the Project and the
expenditure of the Project Budget.
A statistics report as per our requirements outlined at
https://www.nzonair.govt.nz/funding/resources-
producers/#drawdowns
Confirmation you have completed our diversity
survey.
A link that wil persist for at least 1 year from the date
of publication to al Content.
Your invoice for this instalment.
Our Total Project Funding
$677,118 (under this
Agreement)
Invoices
Your invoices must include the bank account for payment. If you are GST registered and provide us with
a GST invoice, we wil also pay GST in addition to each instalment.
Payment
We wil pay your invoices within 10 Business Days of al drawdown conditions being met to our
reasonable satisfaction.
Project Bank
02-0500-0700089-14
Account
We prefer you use a separate bank account solely for Project funding and expenses. If your account
includes non-Project funding and we take over the Project under clause 8 (Takeover) of Schedule 2, we
may make withdrawals from and otherwise deal with al funds in the account whether or not they are
Project funds.
Stuff Circuit 2021 – Funding Agreement (2021)
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Under-Spend
If the cash costs of the Project (incurred in accordance with the Project Budget in Schedule 4) are less than
the cash funding provided by us or anyone else for the Project, the difference will be shared as follows:
80% for us
20% for you (including any co-funders or other third parties)
We may deduct the amount of our share from any outstanding payments under this Agreement or require
you to promptly pay our share to us.
In calculating the cash costs of the Project, you will deduct the reasonable market value of any asset
purchased out of the Project Budget that you retain or disposed of after the Project.
Income Sharing
We have a right to share in any income related to the Content, in accordance with Schedule 6.
Production Activity
Production
You must complete production in accordance with your Proposal.
Production
Although the editorial control of all Content is entirely at your discretion, you must ensure that all
Standards
Content meets the following standards and use all reasonable endeavours to ensure that all subsequent
owners or licensors of any Content do the same. These standards do not apply to any user generated
content in a website that contains or references any Content.
Legality
Al Content must meet all applicable laws and regulations.
Technical Quality
Al Content must be of a technical quality that is appropriate for their intended
audience and distribution platform(s), as set out in your Proposal. This standard will
not have been met if any of any Content has not been made available on a
Distribution Platform because of its technical quality.
Broadcasting
Al Content must meet the standards in section 4(1) of the Broadcasting Act 1989
Standards
(as if the Content was a “programme” under the Act). This includes maintaining
standards that are consistent with:
the observance of good taste and decency;
the maintenance of law and order;
the privacy of the individual; and
any approved code of broadcasting practice applying to the programmes (see
http://bsa.govt.nz/standards/overview).
Community
Any Content, in part or in whole, which is not subject to a New Zealand approved
Standards
code of broadcasting practise must meet the “Don’t Cross the Line” rules in
YouTube’s Community Guidelines (currently found at
http://nz.youtube.com/t/community_guidelines and in the “find out more” links on
that page, as updated from time to time) as if it were posted on YouTube.
New Zealand
You will use best endeavours to ensure all Content reflects and develops New Zealand identity and
Identity and
culture. In addition, where appropriate, you will use your best endeavours to ensure all Content reflects:
Culture
Māori issues in a way relevant to all New Zealanders; and
New Zealand’s ethnic diversity as well as the needs of other minorities and cultures in the community.
People
Key People
You must use the following key people or organisations in the Project:
s
9
(
2
)
You must obtain our prior written approval if you want to replace any of them with
(someone else.
a
Equal
To the extent possible given the nature of the Project, you will operate an equal
)
Opportunities
employment opportunities plan for all people engaged in association with the
Project.
Cast Engagement
We expect you will engage cast using the Individual Performance Agreement agreed
between The Screen Production and Development Association and New Zealand
Actors Equity for use on New Zealand based productions.
Crew
NZ On Air expects that the Producer and crew will adhere to the “Blue Book” (as
Engagement
published by the Screen Industry Guild of Aotearoa New Zealand Inc.).
Contracts
You must promptly provide us with copies of all contracts and arrangements in relation to the Project that
you may have with any Platform Owner, funder, or anyone else involved in distributing any of the Content
to the New Zealand public. In particular, this includes all contracts and arrangements relating to New
Zealand distribution rights for the Content.
Project
You must complete the Project on or before 28 February 2022. If the Project is not complete by then, we
Stuff Circuit 2021 – Funding Agreement (2021)
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Completion Date
may exercise our rights under clause 7 (Default) of Schedule 2. The Project is complete when:
you meet al conditions required for the Completion Instalment to our reasonable satisfaction; and
al Content is finished and available for public access in accordance with this Agreement and your
Proposal.
Keeping us
You wil keep us informed of the progress of the Project and meet with us if we ask. We and our
Informed
representatives may, at reasonable times and on reasonable notice, visit any studio, location or
elsewhere where production of any Content is being carried out, to observe the progress of the Project.
Any visitor wil comply with your reasonable health and safety directions.
Other Activity
What you must
On completion of the Production Activity, you must do the fol owing, and use al reasonable endeavours
do
to ensure that al subsequent owners and exclusive licensors of any Content do the same.
Ongoing Public
In accordance with your Publishing Obligations, you wil use al reasonable
Assess
endeavours to give the New Zealand public such access to the Main Content as is
consistent with:
(a) the rights, licences, consents and authorities obtained for the Project; and
(b) your Distribution Agreements.
Notify us of
Give us at least two weeks prior notice of the date the Main Content wil first go live
public release
via email at [email address]
Acknowledge our Ensure that we are acknowledged in al Content, as set out on our website at
funding
https://www.nzonair.govt.nz/funding/resources-producers/#applying-our-logo
We reserve the right to change those acknowledgement requirements at any time
Only use
Tel us before al owing (to the extent this is within your control) any brand, product
appropriate
or service that could reasonably be considered inappropriate for us to be connected
sponsorship
with (including but not limited to tobacco, alcohol, drug or sex products or services)
to be associated with the Content (as modified or extended from time to time) by
way of advertising, sponsorship or similar commercial arrangement. We may veto
or require you to remove any such sponsorship, provided that our consent is not
required for the use of props in the normal course of production of the Content. For
clarity, this clause does not apply to general advertising sold by a platform including
scheduled commercial breaks, display or banner ads.
Do not break the
Use al reasonable endeavours to ensure that the Content (as modified or extended
law
from time to time) contains nothing that is defamatory, infringes intel ectual
property rights, right of privacy or breaches any statute, regulation or other rule or
law.
Report Content
Give us statistics reports as per our requirements outlined at
usage
https://www.nzonair.govt.nz/funding/resources-producers/#drawdowns covering
the fol owing periods after go live of the Main Content:
(a) 1 month; and
(b) 6 months;
Each report must be given to us within 1 month of the reporting period.
Make archive
Make the Main Content available to any archive approved by us, if it is selected by
copies available them (the archive wil pay reasonable copying costs).
Captions and
We support accessibility of funded content for al New Zealanders. If the Main
Audio Description Content is being broadcast, you wil notify the Operations Manager of the Media
Access Charitable Trust (Able) when the Main Content is delivered to your Primary
Platform Owner. If captions or audio description files have been created as part of
the Project, a copy of those files must be delivered to the Media Access Charitable
Trust free of charge, for use in any New Zealand broadcast.
Digital Media
At the expiration of al Distribution Agreements, or earlier if agreed by the
Trust
applicable rightsholders, you wil make the Main Content (or reasonable excerpts)
available to the Digital Media Trust on terms and conditions to be agreed between
you and the Digital Media Trust (both acting reasonably).
What we can do
Our own
You grant us (free of charge) the nonexclusive, perpetual and worldwide right to
promotion
exhibit, show or transmit extracts from any Content for our own promotion and
publicity, but not for commercial exploitation.
SCHEDULE 2
GENERAL TERMS
Stuff Circuit 2021 – Funding Agreement (2021)
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1
Definitions and Interpretation
(i ) an alternative similar organisation with a non-
1.1
profit media focus selected by NZ On Air from time
In this Agreement, unless the context requires otherwise:
to time.
(a) Agreement means this Funding Agreement and al its
Schedules.
(f) Distribution Agreement means any agreement
between you and any third party in relation to the sale,
(b) Business Day means any day other than:
licensing or other exploitation of any Content.
(i) a Saturday, a Sunday or a public holiday (as
(g) Distribution Platform means the distribution platforms
defined in the Holidays Act 2003) in Wel ington or
described in the “Distribution” section of Schedule 1.
Auckland; and
There:
(i ) the period between 26 December in any year and
(i) is one “Primary Distribution Platform”; and
5 January the next.
(i ) may be one or more “Additional Distribution
(c) Content means the content described in the “Content”
Platforms”.
section of Schedule 1, including:
(h) Distribution Rights means the right to sel or license or
(i) the “Main Content”;
otherwise exploit, and to authorise the sale licensing or
(i ) any “Other Content”; and
exploitation of any Content.
(i i) any additional content we approve in accordance
(i) Force Majeure means:
with that section.
(i) act of God, fire, earthquake, storm, flood, or
(d) Default Event means:
landslide;
(i) you abandon or state your intention to abandon
(i ) explosion or nuclear accident;
the Project;
(i i) sabotage, riot, civil disturbance, insurrection,
(i ) the Primary Platform Owner or any Additional
epidemic, national emergency (whether in fact or
Platform Owner withdraws its support to publish
law) or act of war (whether declared or not);
any Content, or any funding (excepting NZ On Air
(iv) requirement or restriction of, or failure to act by,
funding) for any Content is withdrawn in whole or
any government, semi-governmental or judicial
in part, with the effect or likely effect that the
entity
ability to produce and publish any Content as
original y intended is prejudiced;
but does not include:
(i i) we reasonably believe you are unable to ensure
(v) any event which the party affected could have
the health and safety of al workers and other
avoided, prevented or overcome by implementing
persons in relation to the Project;
reasonable precautions against the event;
(iv) you breach this Agreement or we reasonably
(vi) any event which you could have prevented or
believe you are likely to breach this Agreement;
overcome but for a prior failure to comply with
your obligations under this Agreement;
(v) you breach any other agreement, such that there
is or is likely to be a material adverse effect on any
(vi ) any failure of a contractor to enable you to
Content or your ability to meet your obligations
perform your obligations under this Agreement,
under this Agreement, including where we
except to the extent that the contractor’s failure is
reasonably believe:
itself caused by Force Majeure; or
(vi i) a lack of funds for any reason.
you are unable to deliver any Content by the
Project Completion Date; or
(j) Platform Owner means the person described as owner
any Content differs material y from the
of a Distribution Platform in the “Distribution” section
Proposal; or
of Schedule 1. There is:
(vi) you, the Primary Platform Owner or any Additional
(i) a “Primary Platform Owner” for the Primary
Platform Owner become insolvent, stop or suspend
Distribution Platform; and
payment of any debts, have a receiver appointed
over any assets, or fail to satisfy any final judgement
(i ) an “Additional Platforms Owners” for any
within 5 Business Days, or we reasonably believe
Additional Distribution Platform.
either of you are at risk of doing any of those things.
(k) Project means the Project described in this Agreement,
To avoid doubt, a notice received by us under
including in the fol owing sections of Schedule 1:
section 157 of the Tax Administration Act 1994 or
(i) “Publishing Obligations”.
section 43 of the Goods and Services Tax Act 1985
in respect of any party, constitutes reasonable
(i ) “Funding”.
grounds to believe that that party is or is threatened
(i i) “Production Activity”.
with becoming insolvent.
(iv) “Other Activity”.
(e) Digital Media Trust means:
(l) Project Budget means the budget in Schedule 4, as
(i) the Digital Media Trust, a charitable trust board
varied with our prior written approval.
cal ed incorporated under the Charitable Trust Act
1957; or
Stuff Circuit 2021 – Funding Agreement (2021)
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(m) Project Completion Date means the project
Project in accordance with any agreement for the provision
completion date described in the “Production Activity”
of those funds.
section of Schedule 1.
2.3 If our funding has been spent but al Content isn’t finished,
(n) Proposal means your proposal in Schedule 3, as varied
you wil ensure sufficient additional funding is obtained to
with our prior written approval.
finish the Project in accordance with this Agreement.
(o) Publishing Obligations has the meaning given to it in
2.4 We have no liability to you, or any third party, as a result of,
the “Publishing Obligations” section of Schedule 1.
or in any way in connection with, this Agreement or the
1.2 In interpreting this Agreement, unless the context requires
Project, except only to the extent we have failed to pay an
otherwise:
instalment of funding without reasonable excuse.
(a) Defined Terms: Words or phrases appearing in this
2.5 You must perform your obligations under this Agreement:
Agreement with capitalised initial letters are defined
(a) promptly with due diligence, care and skil ;
terms and have the meanings given to them in this
(b) with appropriately skil ed, qualified, experienced and
Agreement.
supervised personnel.
(b) Documents: A reference to any document, including
2.6 You are not relieved of any obligation under this Agreement
this Agreement, includes a reference to that document
by subcontracting or delegating it to any third party,
as amended or replaced from time to time.
whether directly or indirectly. You are responsible for the
(c) Gender: Reference to any gender include al genders.
acts and omissions of any such third party, as if they were
(d) Headings: Headings are for guidance only and do not
your own acts or omissions.
affect interpretation.
3
Accounting/Information
(e) Inclusions: Reference to “includes” means “includes
3.1 If we make a request for information about your solvency
without limitation”, and “include”, “included” and
and ability to complete the Project, you agree to promptly
“including” have corresponding meanings.
make that information available to us and al ow us, at
(f) Negative Obligations: A prohibition against doing
reasonable times, to inspect your accounts, books and
something is also a prohibition against permitting,
records relating to the Project.
suffering or causing that thing to be done;
3.2 You must retain originals of al receipts and invoices for
(g) Person: Reference to a person includes:
costs incurred for 2 years after the Project has ended, on
the understanding that the Project could be subject to
(i) a corporation sole, a body of persons, whether
review by us.
corporate or unincorporated, and any national,
state, regional or local government body or
3.3 You wil ensure that:
agency; and
(a) you wil comply with al applicable tax legislation and
(i ) that person’s representatives, successors and
indemnify us against liability to any third party and any
assigns.
costs we reasonably incur as a result of any non-
compliance including any costs associated with the
(h) Related Terms: where a word or phrase is defined, its
col ection of any taxes and any other incidental costs,
other grammatical forms have a corresponding
expenses, penalties or claims. Applicable tax legislation
meaning.
includes al legislation relating to PAYE, withholding
(i) Singular and Plural: The singular includes the plural
tax, fringe benefits tax, employer superannuation
and vice versa;
contribution tax, accident compensation levies,
(j) Statutes and Regulations: A reference to any
KiwiSaver deductions and contributions and any other
enactment, regulation or expression of Government
tax or levies imposed upon an employer in respect of
policy is a reference to that enactment, regulation or
its personnel;
policy as amended, or to any enactment, regulation or
(b) if you are a company, until the Project Completion Date
policy substituted for it, and any reference to an
there will be no change of your ownership or control by
enactment includes all regulations made under that
way of sale of the whole or substantial part of your
enactment.
assets without our prior written consent. Our consent
(k) Writing: A reference to “written” or “in writing”
wil not be unreasonably withheld where such change
includes al modes of presenting or reproducing text in
or sale would not affect your ability to comply with
a form that is legible, permanently visible and capable
your obligations under this Agreement;
of being retained and stored (which to avoid doubt may
(c) the details you provided to us (including in any your
include email).
Proposal and Project Budget) are true and correct in al
2
respects; and
Using our Funding
2.1 We have no obligation to provide any additional funding for
(d) al reports you provide to us under this Agreement are
the Project and you have no expectation of the same.
true and correct and contain the required information.
2.2 You must use our funding only to meet reasonable costs of
3.4 Where our funding for the Content, under this Agreement
the Project that are specified in the Project Budget and
together with any earlier agreement, is $1,000,000 or more,
incurred in accordance with this Agreement. Subject to this
you must report any interest earned on the total funding
Agreement, you must use al other funds secured for the
received for the Project in each cost report and such interest
may only be used by you to meet any increase in the Project
Budget. If there is no increase in the Project Budget, any
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such interest wil form part of the under-spend described in
form of Schedule 5 (Producer’s Health and Safety
the “Funding” section of Schedule 1.
Confirmation).
3.5 We may deduct any withholding tax required to be
5.6 We may, from time to time, at our own cost and on written
deducted from our payments under this Agreement, and
notice to you, audit your compliance with your health and
wil forward that withholding tax to the New Zealand Inland
safety obligations under this Agreement. You wil do
Revenue as required by law.
whatever is required to facilitate and assist the audit.
4
Intel ectual Property
6
Force Majeure
4.1 As between you and us, you wil own on their creation all
6.1 Non-performance by either party of any of its obligations
intel ectual property rights in relation to the Content that
under this Agreement wil be excused, without liability for
arise under or in connection with this Agreement.
non-performance, during the time and to the extent that
4.2 You covenant with us that:
such performance is prevented, whol y or substantial y, by
Force Majeure, with effect from the time that notice of the
(a) you have obtained and wil retain al necessary rights,
Force Majeure has been given in accordance with clause
licences, consents or other authorities with respect to
6.2.
the Project, and which enable the performance of the
Project, and exploitation of al Content, in accordance
6.2 The party claiming the benefit of this clause 6 (Force
with this Agreement and any Distribution Agreement;
Majeure) wil , as soon as is practical and to the extent
and
known to that party, give notice to the other party
specifying:
(b) the performance of the Project and exploitation of any
Content in accordance with this Agreement wil not
(a) the nature of the Force Majeure;
violate or infringe the copyright, right of privacy, moral
(b) the extent of its inability to perform its obligations
rights nor any other rights of any third party and wil
under this Agreement; and
not contain any defamatory material.
(c) the likely duration of such non-performance.
5
Health and Safety
6.3 The party claiming the benefit of this clause 6 (Force
5.1 You confirm you are aware of your obligations under the
Majeure) wil :
Health and Safety at Work Act 2015 and COVID-19 Public
(a) take al reasonable steps to avoid or remove the Force
Health Response Act 2020.
Majeure and mitigate its effects on the other party;
5.2 In the performance of the Project you agree to comply with:
(b) keep the other party ful y informed of such steps as
(a) the Health and Safety at Work Act 2015;
have been taken and are planned; and
(b) the “New Zealand Screen Sector Health and Safety
(c) meet its obligations under this Agreement as far as is
Guidelines” published by ScreenSafe; and
practical given the Force Majeure.
(c) the COVID-19 Public Health Response Act 2020 and al
6.4 Where you are claiming the benefit of this clause 6 (Force
orders under that Act.
Majeure), you wil if requested by us in writing:
You also agree to obtain an acknowledgement, from any
(a) refund a reasonable proportion of the funding to us to
person you contract to help in the production of the
reflect any reduction in the value of the Content to us
Content, that they wil do the same.
as a result of the Force Majeure; and
5.3 You must consult, co-operate with, and co-ordinate health
(b) discuss with us in good faith alternative ways of
and safety activities with al other persons that have health
achieving our objectives for this Agreement (such as
and safety obligations in respect of the production of any
agreeing to vary the required Content in order to
Content.
produce something of value despite the Force
5.4 You must report to us, within 24 hours of the incident
Majeure).
concerned, details of any:
6.5 Performance of any obligation affected by Force Majeure
(a) notifiable event (as defined in the Health and Safety at
wil be resumed as soon as practicable after the termination
Work Act 2015) related to the Project;
or abatement of the Force Majeure.
(b) incident relating to the Project which results (or could
7
Default
reasonably have resulted or could yet result) in death,
7.1 Our payment of funding does not constitute acceptance
serious injury or serious il ness;
that you are complying with your obligations under this
(c) charge or infringement notice against you under the
Agreement, and does not prevent us from exercising our
COVID-19 Public Health Response Act.
rights arising from your breach of this Agreement at any
time.
We may, at any time on reasonable notice, require a
meeting with you or anyone affected by the event or notice,
7.2 If there is a Default Event, we may give you notice and at
to obtain information and to discuss the event or notice and
least 5 Business Days to remedy the Default Event. If you
your planned responses to it.
don’t remedy it, then we can do any or al of the fol owing
without limiting our other remedies:
5.5 You wil provide such information as reasonably requested
by us to demonstrate your compliance with your health and
(a) Suspend funding under this Agreement and any other
safety obligations under this Agreement, including
agreement for us to fund you.
providing updated Health and Safety Confirmations in the
(b) End this Agreement and stop funding at that time.
Stuff Circuit 2021 – Funding Agreement (2021)
9.
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(c) Require repayment of any funding already provided
(v) acquire or lease or dispose of equipment and
under this Agreement (however we wil negotiate with
other real or personal property relating to the
you about costs you have already incurred up to
Project;
termination and we may, but are not required to, meet
(vi) make claims under any policy of insurance relating
those costs).
to the Project; and
(d) If you obtained our funding fraudulently, require
(vi ) do al such other lawful acts and things as we may
interest calculated at 15% per annum from the date of
determine is reasonably necessary to exercise our
payment to the date the funding is repaid.
rights under this clause 8 (Takeover) (including
(e) Take over the Project in accordance with clause 8
executing any power of attorney contemplated by
(Takeover).
subclause (b) if you fail to do so); and
7.3 You indemnify us against al liability we may have to any
(b) you wil , if requested by us, execute a Power of
third party as a result of any Default Event, and against al
Attorney in favour of us or any of our officers in respect
expenses (including legal fees) we incur in relation to that
of the powers listed in subclause (a).
liability. Clause 12.5 applies to this indemnity.
8.3 We wil not be liable to you, and you wil indemnify us
7.4 Termination of this Agreement wil not affect any rights and
against liability to any third party, as a result of any act or
obligations that are intended to survive termination,
omission occurring prior to our exercising our right to take
including clauses 3 (Accounting/Information), 4 (Intel ectual
over the Project. Clause 12.5 applies to this indemnity.
Property), 5 (Health and Safety), 7 (Default), 8 (Takeover),
8.4 Without prejudice to our remedies, if we take over the
9 (Ensuring Public Availability), 11 (Confidentiality), 12
Project under clause 7 (Default), your entitlement to share
(Disputes), 13 (Audit), 15 (Costs and Expenses), 16 (Notices)
in the proceeds of any sale, licensing, distribution or other
and 17 (General), your obligations and our rights in the
exploitation of any Content wil be reduced in such
“Publishing Obligations” and “Other Activity” sections of
proportion as is equitable in al the circumstances (having
Schedule 1, and any obligation to share revenue with us or
regard to the extent which you had met your obligations
return funding to us.
under this Agreement prior to the takeover and the amount
8
Takeover
of Project funding provided by you, if any).
8.1 We wil give you written notice under clause 7 (Default) if
9
Ensuring Public Availability
we take over the Project. If we so take over the Project:
9.1 You grant us a non-exclusive, transferable, irrevocable, sub-
(a) you wil put at our disposal and under our control, al
licensable and royalty free licence to copy, modify, publish
persons, contracts, equipment and other resources
and otherwise commercial y exploit the Content in
employed or used by you in connection with the
accordance with the Publishing Obligations fol owing a
Project, provided that we may elect not to take over
Rights Notice being issued. This licence:
any contract or obligation of yours which we consider
(a) is granted as at the date of this Agreement;
to be unduly onerous (and any costs or liabilities arising
in relation to such contracts or obligations as a result of
(b) is limited to New Zealand if the Publishing Obligations
our exercising this right of election wil be borne by
are limited to New Zealand; and
you);
(c) ends when your Publishing Obligations have been ful y
(b) we may at our discretion arrange for the Project to be
completed to our satisfaction (without a Rights Notice
completed by a third party and, if the Primary Platform
being issued).
Owner is listed in Schedule 1 as contributing funding to
This clause only applies to third party owned content in the
the Project, we wil consult with them to see if they
Content, to the extent your licence for that third party
wish to complete the Project; and
content permits use by us (provided you entered into the
(c) we may complete (or arrange for the completion of) or
licence in good faith and not in order to avoid the
abandon the Project at our discretion (and we wil be
application of this clause).
deemed to do so as your agent on the terms of this
9.2 You wil give us copies of al Content requested in writing by
Agreement).
us at any time. Copies must be provided within 10 Business
8.2 To confirm our rights as your agent:
Days of request. We may only use that Content:
(a) For the purpose of this clause 8 (Takeover), you hereby
(a) fol owing a Rights Notice; and
irrevocably constitute and appoint us as your attorney-
(b) pursuant to the licence granted in clause 9.1.
in-fact with ful power and authority to do any of the
9.3 If at any time we consider, acting reasonably, that you:
fol owing in connection with the Project:
(a) have not complied with your Publishing Obligations;
(i) make withdrawals from and otherwise deal with
and/or
funds in the Project bank account;
(b) wil not be able to, or wil not, comply with your
(i ) borrow money; enforce, modify, release,
Publishing Obligations,
compromise or terminate any contract or other
right or obligation of yours relating to the Project;
we may give you written notice (a Notice to Fix) that
requires you to:
(i i) engage and discharge Project personnel (subject
to employment laws);
(c) remedy that non-compliance; and/or
(iv) enter into or terminate any contract relating to the
(d) evidence to our satisfaction that you wil be able to,
Project;
and wil , so comply,
Stuff Circuit 2021 – Funding Agreement (2021)
10.
DocuSign Envelope ID: 4E1F7506-06CB-4352-8239-13B8B4E73F44
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within two weeks or any longer period specified in the
appoint a mediator. For contact details see
Notice to Fix or subsequently agreed by us in writing.
https://www.resolution.institute/.
9.4 We may at any time give written notice to you (a Rights
12.2 You and we will continue to perform al of our respective
Notice) you have not complied with a Notice to Fix to our
obligations under this Agreement whilst the dispute is
satisfaction within the period referred to in the Notice to
referred to mediation, provided that where we consider
Fix. The Rights Notice must:
that the dispute relates to your material breach of any
(a) specify that is it a Rights Notice under this Agreement;
obligation under this Agreement, we may elect to withhold
payments due to you until the dispute has been resolved to
(b) describe the Content concerned; and
our satisfaction.
(c) specify the next steps (if any) that we require you to
12.3 You and we wil each pay our own costs associated with this
take in accordance with this Agreement.
dispute resolution procedure unless the mediator or other
9.5 If a Rights Notice is issued then:
dispute resolution co-ordinator determines otherwise.
(a) the license in clause 9.1 permits us to copy, modify,
12.4 Nothing in this Agreement wil preclude you or us from
publish and otherwise commercial y exploit the
taking immediate steps to seek equitable relief before a
Content in accordance with the Publishing Obligations;
Court.
and
12.5 For each indemnity to which this clause applies, we wil :
(b) if requested in writing by us, you wil promptly give us
(a) promptly notify you if we become aware of any liability
copies of al Content that is in your possession or
covered by the indemnity;
control.
(b) not admit or settle any claim for such liability, without
10
Removal from Companies Register
your prior written consent (not to be unreasonably
If you are a company and are removed from the Companies
withheld);
Register under section 318 of the Companies Act 1993 then,
(c) at your request and expense:
immediately before the Registrar removes the Producer
from the Companies Register, and subject to the provisions
(i) al ow you to conduct and settle al negotiations
of any existing agreements relating to any Content, the right
and litigation resulting from such claim, provided
to unlimited streaming on the internet subject to any
we are consulted on, and may be represented at,
restrictions or obligations imposed by a Distribution
the same and you effect our reasonable
Agreement wil be assigned to and vest in the Digital Media
requirements for the same; and
Trust. To the extent permitted by law, you irrevocably
(i ) provide reasonable assistance with any such
constitute and appoint us as your attorney in fact with ful
negotiations or litigation; and
power and authority to enter into and execute any
(d) use reasonable endeavours to minimise the liability
document giving effect to the assignment. This clause is for
and expenses covered by the indemnity.
the benefit of, and enforceable by, the Digital Media Trust,
however this Agreement can be amended without their
13
Audit
consent.
We have the right at our cost to require the cost reporting
11
Confidentiality
and processes be audited, to set the scope of the audit and
to appoint an auditor. You wil do whatever is required to
11.1 The contents of this Agreement are confidential and wil not
facilitate and assist the audit.
be disclosed by either party except:
14
Insurance
(a) to people who need to know for the purpose of the
Project or this Agreement, and who maintain the same
14.1 You wil obtain, pay the premiums for, and maintain in force
level of confidentiality;
such insurance coverage for the Project as is prudent,
whether the insurance is specific to the Project or general
(b) with both parties’ prior written consent; or
to your business. If asked to do so by NZ On Air, you wil
(c) as required by law.
add us as an additional insured party to any such insurance
11.2 You acknowledge that we are subject to and bound by the
policies. We may require you to provide copies of any
provisions of the Official Information Act 1982 and are
insurance policy covering the Project at any time.
required to treat any request for information under the
14.2 The insurance wil be for ful y adequate sums having regard
Official Information Act 1982 in accordance with the
to the potential loss.
provisions of that Act.
14.3 The proceeds of any claim under any policy of insurance wil
12
Disputes
first be applied in payment of al reasonable costs and
12.1 If any dispute arises between you and us in relation to this
expenses in making the claim and secondly to defray the
Agreement, it wil be referred for resolution to our Chief
cost of replacing the property in respect of which the claim
Executive (or the Chief Executive’s nominee) and (if you are
was made. The balance, if any, wil be accounted for in the
an organisation) your Managing Director or equivalent. If
cost report, or if received after the Completion Instalment,
the dispute is not resolved within 5 Business Days of the
wil form part of Net Income.
issue being referred for resolution (or such longer period as
15
Costs and Expenses
we both agree), the dispute wil be referred to mediation
15.1 This Agreement contains our standard terms and
and the chairperson for the time being of the Resolution
conditions. If you require significant changes to this
Institute (or his or her nominee) wil be requested to
agreement, you agree to pay al our reasonable legal fees
that may be incurred in connection with negotiating and
Stuff Circuit 2021 – Funding Agreement (2021)
11.
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DocuSign Envelope ID: A3B262AD-C68D-4711-9DEA-3D8A4B84D0BD
amending this Agreement. These costs may be paid for out
17.4 We may assign or novate al of our rights and obligations
of the Project Budget if there are sufficient funds.
under this Agreement to another Government agency that
16
Notices
takes over our functions in respect of this Agreement,
effective on written notice to you.
16.1 Al notices to a party must be delivered by hand or sent by
post, courier, or email to that party's address for Notices on
17.5 This Agreement can only be amended as agreed in writing
the front page of this Agreement.
by both you and us.
16.2 Notices must be signed or in the case of email sent by the
17.6 This Agreement represents the entire agreement between
appropriate manager or person having authority to do so.
the parties relating to the Content. This Agreement
replaces al prior proposals or agreements and al
16.3 A notice wil be considered to be received:
communications between the parties relating to the subject
(a) if delivered by hand or courier, on the date it is
matter of this Agreement.
delivered;
17.7 Any invalid, il egal or unenforceable provision of this
(b) if sent by post within New Zealand, on the 3rd Business
Agreement wil be amended to the minimum extent
Day after the date it was sent;
necessary to ensure that it is not unlawful and, as far as is
(c) if sent by post international y, on the 7th Business Day
possible, to ensure that it is consistent with the intent and
after the date it was sent; or
effect of the provision. The remaining provisions wil be
enforceable as if such unlawful provision had not been
(d) if sent by email, at the time the email enters the
included in this Agreement. If the provision is unable to be
recipient's information system as evidenced by a
amended without material y altering the intent and effect
delivery receipt requested by the sender and it is not
of the provision, it wil be severed, and the remaining
returned undelivered or as an error.
provisions enforceable, but only if the severance does not
16.4 A notice received after 5pm on a Business Day or on a day
frustrate this Agreement.
that is not a Business Day wil be considered to be received
17.8 Nothing in this Agreement wil create or constitute or be
on the next Business Day.
deemed to create or constitute a partnership between you
17
General
and us, nor to constitute or create or be deemed to create
or constitute a party as an agent of the other party for any
17.1 This Agreement can be validly signed by each party signing
purpose except as expressly provided in this Agreement.
a separate, identical copy of this Agreement and sending it
Neither you nor we will have any authority or power
to the other party. The signed copies can be printed
whatsoever to bind or commit, act or represent or hold
documents or emailed copies.
itself out as having authority to act as an agent of, or in any
17.2 Subject to clause 17.3, you wil not dispose of (including
way bind or commit the other to any obligation except as
assign, sel , transfer or make subject to any lien, trust,
expressly provided in this Agreement.
encumbrance or security interest) any rights or obligations
17.9 Except as expressly provided in this Agreement, this
under this Agreement without our prior written consent.
Agreement wil not and is not intended to confer any benefit
17.3 After the Project Completion Date, unless NZ On Air has an
on or create any obligation enforceable by any person not a
income share under Schedule 6, you may dispose of any or
party to this Agreement.
al of your rights or obligations under this Agreement
17.10 Any delay or failure by us to use any right under this
without our prior written consent, provided you:
Agreement wil not operate as a waiver of such right. A
(a) notify us of each disposal, in writing and in advance;
waiver of any breach (which must be writing) wil not be or
(b) before disposing of any obligations under this
be deemed to be a waiver of any other or subsequent
Agreement, you ensure that the person acquiring those
breach.
obligations agrees with us in writing (in a form
17.11 You and we agree to use all reasonable endeavours to
approved by us) to perform those obligations; and
execute al such further documents and do al other things
(c) you remain jointly and several y liable with them for
necessary to give effect to the terms of this Agreement.
any failure to do so.
17.12 You agree to comply with al laws and regulations in relation
To avoid doubt, “dispose of” does not include changes to
to this Agreement.
your directorships or shareholders.
Stuff Circuit 2021 – Funding Agreement (2021)
12.
DocuSign Envelope ID: 4E1F7506-06CB-4352-8239-13B8B4E73F44
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SCHEDULE 3
YOUR PROPOSAL
Stuff Circuit 2021 – Funding Agreement (2021)
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SCHEDULE 4
PROJECT BUDGET
The Project Budget is attached.
Internal and Related Parties
You confirm that the Project Budget clearly identifies all:
(a) internal budget items; and
(b) transactions between you and any related party (as that term is defined in For-profit accounting standards set out by
the NZ Accounting Standards Board – currently NZ IAS 24) in relation to the Project.
Non-Cash Items
You confirm that the non-cash items in the Project Budget are as follows:
s9(2)(a) s9(2)(a)
$ 111,600
s9(2)(a)
s9(2)(a)
$ 15,000
s9(2)(a)
s9(2)(a)
$ 111,600
s9(2)(a)
s9(2)(a)
$ 21,600
s9(2)(a)
s9(2)(a)
$ 5,400
Camera Operator: Main Unit
$ 51,750
Rent & Electricity
$ 13,125
Electricity
$ 262
Computer/Web
$ 262
Printing & stationery
$ 1,050
Postage & Couriers
$ 263
Phone, Fax & Internet
$ 1,312
Cellphones
$ 1,312
Office Services & Supplies
$ 787
Office & equipment Maintenance
$ 525
Miscellaneous
$ 2,250
Offline editing suite
$ 15,000
Interactive coding
$ 20,000
Interactive design
$ 10,000
Artwork
$ 17,250
s9(2)(a)
$ 40,800
Total
$ 441,148
Stuff Circuit 2021 – Funding Agreement (2021)
14.
DocuSign Envelope ID: 4E1F7506-06CB-4352-8239-13B8B4E73F44
DocuSign Envelope ID: A3B262AD-C68D-4711-9DEA-3D8A4B84D0BD
SCHEDULE 5
PRODUCER’S HEALTH AND SAFETY CONFIRMATION
The fol owing confirmation is to be completed by you during pre-production and provided to us before production begins.
To:
The Chief Executive
NZ On Air
PO Box 9744
Wel ington 6141
PRODUCER’S HEATH AND SAFETY CONFIRMATION
The Broadcasting Commission (“NZ On Air”) entered into a Funding Agreement with STUFF Limited (“the Producer”) whereby
NZ On Air agreed to fund the production of content provisional y cal ed “Stuff Circuit 2021” (“the Project”).
The Producer now confirms to NZ On Air, in the context of the Health and Safety at Work Act 2015 (“the Act”), that:
(a)
to the extent reasonably practicable, the Producer has consulted, co-operated and co-ordinated with al PCBUs as
defined in the Act (e.g. contractors) over al health and safety plans for the Project; and
(b)
the New Zealand Screen Sector Health and Safety Guidelines found at http://screensafe.co.nz/ are being and wil
continue to be fol owed on the Project; and
(c)
to the extent reasonably practicable, al risks to health and safety on the Project have been assessed and identified
risks have been entered in a hazard register along with how these wil be eliminated or minimised; and
(d)
the current Project budget, including NZ On Air’s funding, is enough to ensure the Producer meets its obligations
for the health and safety of al persons connected with the Project.
The Producer also confirms to NZ On Air that it wil comply with the COVID-19 Public Health Response Act 2020 and al orders
under that Act.
The Producer understands that in accordance with clause 5.4 of Schedule 2 of the Funding Agreement, any notifiable event,
or any serious health and safety incident or near miss, and any COVID-19 related charge or infringement notice, must be
reported to NZ On Air within 24 hours.
DATED the
day of
2021
SIGNED for and on behalf of STUFF Limited by:
_______________________________
Signature
Name:
Title:
Stuff Circuit 2021 – Funding Agreement (2021)
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DocuSign Envelope ID: 4E1F7506-06CB-4352-8239-13B8B4E73F44
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SCHEDULE 6
INCOME SHARING ARRANGEMENTS
1
DEFINITIONS
2.2 Within one month from signing any Distribution
1.1 Terms defined elsewhere in this Agreement wil have
Agreement you wil inform us of the agreement. On
the same meaning in this Schedule.
our request from time to time, you wil provide us with:
1.2 Unless the context requires otherwise, in this Schedule:
(a) a copy of the agreement; and
(c) Ancil ary Rights means:
(b) a report on the general sales prospects of the
Content under the agreement.
(i) the right to produce (or authorise such
production and exploitation of) projects
In any event, you will distribute al Content properly and
based on any Content and/or the same
in good faith.
themes, situations, concepts, incidents and
2.3 You wil :
principal characters and including the right
(a) make every effort to col ect al receipts arising
to use the codebase, scripts and storylines
from the sale or licensing or other exploiting of the
for any Content adapted and varied for the
Combined Rights as is commercial y reasonable;
audience;
and
(i ) the right to produce and exploit any audio-
(b) not violate any rights of any third party by the
visual, computer-generated, electronic or
entry into distribution, sales agency, or other
mechanical work based on or derived from
agreements relating to the sale or licensing or
or inspired by any Content;
other exploiting of the Combined Rights.
(i i) al merchandising, stage, music and
3
SHARING NET INCOME
soundtrack rights in relation to any Content;
and
3.1 Net Income wil be shared between the both of us as
fol ows:
(iv) any right to exploit the Field Footage.
(a) in respect of the Content Rights:
(d) Content Rights means al rights in any Content in
any medium throughout the world (including
(i) until we have ful y recouped our funding for
video cassettes, videodiscs (including DVDs and
al Content under this Agreement and any
Blu-rays) and any other devices for reproducing
other agreement:
visual images and sounds which may be played
You and permitted assignees:
75.0%
back by the use of a playback device and intended
Us:
25.0%
for sale or hire to the public for home use), except
(i ) thereafter:
for:
You and permitted assignees:
90.0%
(i) the rights of any Platform Owner identified
in this Agreement; and
Us:
10.0%
(i ) the Ancil ary Rights.
(b) in respect of the Ancil ary Rights:
(e) Combined Rights means:
You and permitted assignees:
90.0%
(i) al Content Rights; and
Us:
10.0%
(i ) al Ancil ary Rights.
3.2 You may not assign al or any of your share of Net
Income to the Primary Platform Owner.
3.3 For the purposes of this Schedule, “Net Income” is the
(f) Distributor means a person authorised to sel ,
sum of the fol owing items:
license, distribute and authorise the sale,
licensing, distribution or other exploitation of any
(a) Royalties.
Combined Right.
(b) Gross Income less:
(g) Field Footage means any material produced in the
(i) Delivery Expenses;
course of the production of any Content that is not
(i ) Production Expenses;
included as part of any Content as distributed in
(i i) Distribution Expenses; and
any territory.
(iv) Distributor’s Commission.
(h) Net Income is defined in clause 3.3 of this
Schedule.
(c) The balance of any claim under any policy of
insurance, as contemplated by clause 14
2
COMMERCIALISING THE CONTENT
(Insurance) of Schedule 2.
2.1 Except to the extent required otherwise by this
(d) The sale of any equipment or other tangible assets
Agreement, you wil :
purchased out of the Project Budget for the
(a) use your best endeavours to maximise Net
purpose of the production of any Content.
Income; and
Where:
(b) only enter into Distribution Agreements that are
(e) “Royalties” means any payment made by a
consistent with proper business practice, on arm’s
Distributor on a royalty basis (for example, a fixed
length, commercial terms.
Stuff Circuit 2021 – Funding Agreement (2021)
16.
DocuSign Envelope ID: 4E1F7506-06CB-4352-8239-13B8B4E73F44
DocuSign Envelope ID: A3B262AD-C68D-4711-9DEA-3D8A4B84D0BD
percentage of the net wholesale price of a DVD or
maximum of 5% of Gross Income and any further
book or any payment made by col ecting society,
costs incurred by you as Distributor that are
performers or authors rights organisations such as
approved by NZ On Air on receipt of supporting
Screenrights) to you in connection with any
documentation acceptable to NZ On Air.
Content. If at any time you have registered any
(j) “Distributor’s Commission” means an amount
Content with Screenrights or similar organisation,
equal ing up to 30% of Gross Income received by
you wil be deemed to have instructed the
the relevant Distributor, or such other amount
organisation to provide us with copies of al
approved by NZ On Air in writing such approval
financial reports in respect of that Content.
not to be unreasonably withheld, from the sale,
(f) “Gross Income”:
licensing, distribution or other exploitation of the
(i) means al moneys accruing from the sale,
Combined Rights from which wil be deducted al
licensing, distribution or other exploitation
sub-distribution fees and commissions applicable
of the Combined Rights; and
to the Gross Income which is the subject of the
commission calculation.
(i ) excludes Royalties and the first $5,000 of
Gross Income accruing solely from the
4
REPORTING NET INCOME
exploitation of Field Footage.
4.1 You wil keep proper accounting records of al
(g) “Delivery Expenses”:
transactions carried out in relation to the sale, licensing
and other exploitation of the Combined Rights and wil
(i) means your direct, actual and reasonable
produce such records for inspection as may reasonably
costs that are necessary to deliver any
be required by NZ On Air.
Content to a Distributor (or, to the extent
you are acting as Distributor, necessary to
4.2 Unless we agreed otherwise with you in writing, you
distribute any Content) and which are
wil provide reports to NZ On Air:
consistent with proper business practice,
(a) where you are not a Distributor, within 10
incurred on commercial terms, properly
Business Days fol owing receipt by you of a report
al ocated to any Content, and approved by
from a Distributor); or
us on receipt of supporting documentation
(b) where you are a Distributor, on a six monthly basis
acceptable to us costs relating to errors and
in the first two years with the first report due six
omissions insurance and clearance of music,
months from the Project Completion Date and on
archive and external footage wil be deemed
a yearly basis thereafter,
approved;
provided that:
(i ) excludes al salary and overheads, costs
relating to attendance at markets,
(c) you must report Net Income within 10 Business
preparation of promotional materials for
Days of it reaching NZ$10,000 or more; and
markets and legal costs relating to
(d) from five years after the Project Completion Date,
negotiating a Distribution Agreement.
reports wil only be due where there is Net Income
(h) “Production Expenses” means direct actual and
to report.
reasonable out-of-pocket costs incurred by the
4.3 The reports wil include:
Distributor or you (as applicable) in connection
(a) copies of any new Distribution Agreements or
with the production of video cassettes, videodiscs
amendments to any Distribution Agreement;
(including DVDs), any other devices for
(b) copies of any statements received from the
reproducing visual images and sounds which may
Distributor showing Gross Income and/or
be played back by the use of a playback device
Royalties and al payments made by the
intended for home use, books or other
Distributor out of Gross Income including
merchandise relating to any Content.
Distribution Expenses (capped and uncapped) and
(i) “Distribution Expenses” means direct, actual and
Distributor’s Commission; and
reasonable out-of-pocket costs of a Distributor
(c) a statement of receipts and payments detailing al
(exclusive of salary and overheads) properly
Gross Income and/or Royalties received by you,
incurred in connection with the sale, licensing or
and al payments made by you out of Gross
other exploitation of the Combined Rights on an
Income including Delivery Expenses, Production
arm’s length basis and properly al ocated to any
Expenses, Distribution Expenses and Distributor’s
Content in accordance with the relevant
Commission along with a calculation of our share
Distribution Agreement up to a maximum of 5% of
of Net Income.
Gross Income from that Distribution Agreement,
unless otherwise approved by NZ On Air in writing
4.4 We may, at any time on reasonable notice, require you
provided that where a Distribution Agreement
to meet to provide information and to discuss the
contains provision for uncapped costs of the
reports provided pursuant to clause 4.2 above.
Distributor, such costs wil be deemed approved
5
PAYING OUR SHARE
provided they have been properly incurred in
5.1 We wil invoice you for our share of Net Income. You
accordance with the relevant Distribution
must pay our share of Net Income within 10 Business
Agreement. Where you are the Distributor, then
Days after receiving an invoice from us.
you may claim Distribution Expenses up to a
Stuff Circuit 2021 – Funding Agreement (2021)
17.
DocuSign Envelope ID: 5967F085-F5E6-4ED7-8EAD-CF1E30EDF2F9
Level 2, 119 Ghuznee St
P O Box 9744
Wel ington 6141
New Zealand
[NZ On Air request email]
www.nzonair.govt.nz
Tel: 04 382 9524
Fax: 04 382 9546
LETTER OF VARIATION: STUFF CIRCUIT 2021
We refer to the Production and Funding Agreement (“the Agreement”) between
STUFF Limited (the “Producer”) and the Broadcasting Commission (“NZ On Air”)
dated 10 FEBRUARY 2021 concerning the online series “STUFF CIRCUIT 2021”
(the “Project”).
NZ On Air and the Producer have agreed that the Producer wil change the content
output for the Project and that the Drawdown Schedule for the Project wil be varied
accordingly. The Producer and NZ On Air therefore agree that the Agreement be
amended as follows:
Project Particulars –
“Main Content - Episodes”:
Delete “3 x 30’00” (approximately)” and replace with “2 x 45’00” (minimum)”.
DocuSign Envelope ID: 5967F085-F5E6-4ED7-8EAD-CF1E30EDF2F9
“Drawdown Schedule”
Delete Third Instalment to Completion Instalment and replace with:
Drawdown
We wil contribute our Project funding in accordance with the fol owing drawdown schedule. We may,
Schedule
after consulting with you, vary drawdown dates or amounts where we reasonably consider you then hold
excess or insufficient funds to meet immediate costs and expenses for the Project.
To receive our funding, you must meet each of the conditions specified in the drawdown schedule to our
reasonable satisfaction.
Third Instalment
After this Letter of Variation has been completed and
$104,429
you give us:
Evidence of release of both Episode 1 of the Main
Content and the accompanying Written features
Primary Distribution Platform.
At least 6 high resolution digital images from the Main
Content for us to publish in any form free of charge.
Confirmation of first payment from Primary Platform
Owner (and other funders if requested).
A Producer Report.
A Cost Report.
Your invoice for this instalment.
Fourth
After you give us:
$104,429
Instalment
Evidence of first day of production on the second
episode of the Main Content.
A Producer Report.
A Cost Report.
Your invoice for this instalment
Fifth Instalment
After you give us:
$104,429
Evidence of release of both Episode 2 of the Main
Content and the accompanying Written features
Primary Distribution Platform.
A Producer Report.
A Cost Report.
Your invoice for this instalment
Completion
After you give us:
$175,601 (subject to
Instalment
Evidence of completion of al Content (via a copy
deductions for under-
delivered to us on USB or DVD).
spend as below)
A Producer Report.
A “final” Cost Report representing a true and fair view
of the costs of the Project and accounting for al
income received in relation to the Project and the
expenditure of the Project Budget.
A statistics report as per our requirements outlined at
https://www.nzonair.govt.nz/funding/resources-
producers/#drawdowns
Confirmation you have completed our diversity
survey.
A link that wil persist for at least 1 year from the date
of publication to al Content.
Your invoice for this instalment.
DocuSign Envelope ID: 5967F085-F5E6-4ED7-8EAD-CF1E30EDF2F9
The Parties acknowledge that all other provisions will operate according to the terms
and conditions of the original Agreement.
We agree to this Letter of Variation of the Agreement.
SIGNED for and on behalf of
STUFF LIMITED
by its duly authorised signatory in the presence of:
s9(2)(a)
s9(2)(a)
____
Signature of Authorised Person
Signature of witness
s9(2)(a)
s9(2)(a)
_
______________________ _
___________________
Name of Authorised Person
Name of witness
42-52 Willis Street, Wellington 6011
42-52 Willis Street, Wellington 6011
___________________________________ ___________________________________
Office Held
Office Held
Wellington
___________________________________
City/town of residence
EXECUTED BY THE
BROADCASTING COMMISSION
by its duly authorised representatives:
s9(2)(a)
s9(2)(a)
__________
__________
Cameron Harland
Amie Mills
Chief Executive
Head of Funding
Dated the 17
day of
March
2022
