PROPERTY OWNER AGREEMENT INTERNATIONAL

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Agreement
PROPERTY (LOCATION) EXCLUSIVE MARKETING REPRESENTATION AGREEMENT

THIS EXCLUSIVE PROPERTY (LOCATION) MARKETING REPRESENTATION AGREEMENT (the “Agreement”) made as of this day (signed below) (the “Effective Date”), by and between the named property owner(s) (listed above) of a residential home located at the address provided (above) (the “Owner”) and, Wonderland Pictures, Inc, DBA Location Station, a New Jersey company with an office at 211 Prospect Street, Midland Park, NJ 07432 (the “Agent”).
WHEREAS, the Owner owns all of the interests in the real property located on the attached Exhibit A (the “Property” or “Properties”);

		WHEREAS, the Owner wishes to retain the Agent to represent the interests of and manage the Property in accordance with this Agreement and Agent wishes to be retained as the Agent in accordance with this Agreement.

		NOW, THEREFORE, in consideration of the following covenants, conditions and obligations, the parties hereto agree as follows:

SECTION 1.  APPOINTMENT AND ACCEPTANCE

		1.1 	Appointment. Owner hereby appoints Agent as the sole and exclusive agent of Owner to market, lease and manage the Property for purposes of entertainment industry productions and events for using the property for production activities, including but not limited to filming, event and production support, and any other use deemed necessary for production on the property. In the event the owner is contacted directly by an entertainment professional, interested in scouting the Owner’s property, the owner agrees to refer the entertainment professional to the Agent. Agent accepts such appointment on the terms set forth herein and generally agrees to use commercially reasonable efforts to conduct and enhance these activities.  

		1.2 	Term. Term. Except as otherwise provided in Sections 4.2, the term of this Agreement shall commence on the Effective Date and end on the date which is the three (3) year anniversary of the Effective Date.  Unless terminated pursuant to the terms of section 4.2 below, this Agreement shall automatically renew for successive one (1) year periods upon the anniversary date hereof. This Agreement shall continue in effect until terminated by either party with 90-day prior written notice.

		1.3	Relationship of Agent to Owner.  The relationship of the parties hereto shall be that of principal and agent, and all duties performed by Agent in accordance with this Agreement shall be for and on behalf of Owner, in Owner’s name, and for Owner’s accounts.  Nothing herein shall be construed as creating a partnership, joint venture, or any other relationship between the parties hereto except that of principal and agent.


SECTION 2.  AGENT’S DUTIES

		2.1	Agent Services.  The Agent agrees to provide the following services on behalf of the Owner; 1) to market the property via the Agent’s network of potential entertainment and/or event production company leasing clients, or their affiliates via various means such as website, marketing collateral, electronic campaigns, etc., 2) to negotiate contracts with potential entertainment and/or event production company leasing clients, or their affiliates, 3) to manage the process with the potential entertainment and/or event production company clients, or their affiliates. 

		2.2	Agent's Compensation.  In consideration for the services performed by the Agent, outlined in section 2.1 above, the Owner agrees that Agent will receive a fee equal to 20% of the Gross Receipts from the Property lease contract negotiated by Agent on behalf of Owner.  For the purposes of this Agreement, the term “Gross Receipts” shall mean all amounts actually collected as leasing fees, rents, or other charges for use or occupancy of space or facilities in the Property, including prepaid rent or lease termination payments or similar payments, forfeited security deposits, percentage rent, common area charges, reimbursements for utilities, reimbursement for taxes, tenants’ charges, late charges, all amounts collected from any parking facility and other miscellaneous income with respect to the Property, but excluding other receipts, such as, interest or investment income, free and or abated rent, security deposits (unless and until forfeited), insurance proceeds (other than rent insurance proceeds), tax refunds, condemnation awards (other than in connection with a temporary taking), dividends on insurance policies, amounts received for repairs or replacements and proceeds of a sale of all or part of the Property.  

		2.2	Collection and Deposit.  Agent shall calculate and collect all lease payments, rents, percentage rents and charges and other amounts received by Agent on Owner's behalf in connection with the lease of the Property and disperse to Owner all applicable fees, less the Agents fees outlined in section 2.2 above with 15 days of receipt of payment from leasing client. 

		2.3	Agent Not Assuming Certain Liabilities.  Agent assumes no liability whatsoever for any act or omission of Owner or any previous owner of the Property or agent thereof.  Agent assumes no liability for violations of environmental or other laws and regulations except those violated by Agent acting outside of the scope of its duties hereunder.  The Owner hereby indemnifies Agent from any liability, damages, costs and expenses arising from any violation of environmental laws, rules or regulations concerning the Property.  

		2.4	Emergencies.  Notwithstanding anything to the contrary herein, the Agent may take any actions required without the prior consent of the Owner (but with notice as soon thereafter as practicable) (i) by virtue of an emergency requiring immediate action for the protection of a Property, or of tenants or other persons, or (ii) required for the Property to comply with any applicable laws, rules, regulations, or to cure any material violations of law. 

		2.5	Indemnity.  Notwithstanding anything herein contrary, Agent shall not be liable to the Owner for any loss or damage under this Agreement unless it (a) shall be caused by the Agent’s actual fraud, theft, gross negligence or willful misconduct or (b) is a material breach of this Agreement. 

		2.6	Limitation of Liability. Notwithstanding anything to the contrary herein, none of the employees, agents, owners, directors, partners, members or officers of Agent shall have any personal liability to Owner relating to the performance of Agent’s obligations hereunder.
 	

SECTION 3.  OWNER’S DUTIES

	 	3.1 	Property Access. Owner agrees to grant Agent access to the Property for at Agents sole discretion for purposes of scouting or other production activities deemed necessary by the Agent in order to service the needs of the entertainment industry productions and events for using the property for production activities.

		3.2 	Indemnification.  Each Owner, its receiver or its trustee shall indemnify and defend the Agent and its employees, agents, Owner, directors, partners, members and officers against and hold them harmless from any and all actual out-of-pocket losses, judgments, costs, damages, liabilities (whether tort, contract or otherwise), fines, claims and expenses (including, but not limited to, reasonable attorneys’ fees and court costs) that may be made or imposed upon in connection with Agent’s performance of its duties pursuant to this Agreement in accordance with the terms hereof or Agent’s acting under the direction of Owner (or their Affiliates), so long as such conduct of Agent shall not constitute actual fraud, theft, gross negligence or willful misconduct as determined pursuant to a court of competent jurisdiction.  The termination of any proceeding by settlement shall not be deemed to create an automatic presumption that the person involved in such settlement acted in a manner which constituted willful misconduct or intentional misconduct. The indemnification and advancement of expenses under this Section 3.2 shall inure to the benefit of the successors and assigns of such Agent. The provisions of this Section 3.2 shall survive any termination or expiration of this Agreement. 

		3.3	Liability Insurance.  Owner shall keep in force all forms of insurance that are in force with respect to the Property as of the Effective Date. The Owner shall obtain such other insurance as required from time to time to comply with applicable law (i.e., by country/state/locality) and to comply with loan agreements for mortgages securing the Property.  Agent shall be covered as an additional insured on all liability insurance maintained with respect to the Property.  Any deductible required under such insurance policies shall be at Owner’ expense and may be paid from the Operating Account. Owner agree to furnish Agent with certificates evidencing such insurance or with duplicate copies of such policies within a reasonable time after the execution of this Agreement. Owner may request that Agent place said insurance and charge the actual cost thereof (with no markup) to the Operating Account, and Agent shall use reasonable efforts to do so in accordance with the provisions hereof.  If Owner fails to maintain such insurance, Agent may, after five (5) days’ with written notice to Owner, but shall not be obligated to, place such insurance and charge the cost thereof to the Operating Account. In the event that the insurance coverage is insufficient to hold the Agent harmless from any liability, damages, costs and expenses (including reasonable attorneys’ fees) sustained or incurred for injury to any person in or property in, about and in connection with the Property, then Owner will indemnify the Agent for any excess charges. Said policies shall provide that notice of default or cancellation shall be sent to Agent as well as Owner and shall require a minimum of thirty (30) days’ notice to Owner and Agent before any cancellation or change in said policies becomes effective.   

SECTION 4.  TERMINATION. 

		4.1 	Term.  Except as otherwise provided in Sections 4.2, the term of this Agreement shall commence on the Effective Date and end on the date which is the three (3) year anniversary of the Effective Date.  Unless terminated pursuant to the terms of section 4.2 below, this Agreement shall automatically renew for successive one (1) year periods upon the anniversary date hereof. 

		4.2 	Termination.  At any time, after the initial term of Three (3) years, Owner or Agent may terminate this Agreement upon ninety (90) days prior to written notice. Owner or Agent may terminate this Agreement upon ninety (90) days prior written notice. Upon termination the parties shall account to each other with respect to all monies and uncompleted business, and the Agent shall deliver at Owner’s direction all leases, files, books of record and other documents related to the operation and management of the Property. 

		4.3	Survival upon Termination.  All undertakings of the parties contained herein shall survive the termination of this Agreement, including, without limitation, all provisions of this Agreement that require Agent or Owner to have insured or to defend, reimburse, or indemnify Agent or Owner, respectively, so that any such insurance or indemnity shall remain at all times available whether or not this Agreement is then in effect.
4.4       Sale of Property. In the event the property owner sells the property during the term of this agreement they agree to notify the Agent within (5) days of the property going on the market and confirm an official sale within (5) days of the transaction. If at that time, there are any pending production agreements in place, the Owner agrees to follow through with the contract already in place. 

SECTION 5.  MISCELLANEOUS

		5.1	Assignability; Binding Effect.  Except as specifically provided herein, this Agreement may not be assigned by Agent or Owner.  Notwithstanding the foregoing, Agent may (i) subcontract to a third party any of its duties and responsibilities hereunder provided that Agent shall remain primarily responsible for its duties and responsibilities hereunder, and (ii) otherwise assign this Agreement to a different entity in connection with a merger, consolidation, stock transfer or asset sale without Owner’s consent. 

		5.2	Headings.  All headings and subheadings employed within this Agreement are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

		5.3	Force Majeure.  Any delay in the performance of any obligation of Agent or Owner under this Agreement shall be excused to the extent that such delay is caused by wars, national emergencies, natural emergencies natural disasters, strikes, labor disputes, utility failures, governmental regulations, riots, materially adverse weather, and other similar causes not within the control of the party responsible for such performance, and any time periods required for performance shall be extended accordingly.

		5.4	Entire Agreement; Amendments.  This Agreement, including any specified attachments or documents incorporated by reference, constitutes the entire agreement between Owner and Agent with respect to the management and operation of the Property and supersedes previous agreements among Owner and Agent relating to the Property.  No change to this Agreement shall be valid unless made by written agreement by both Owner and Agent.  Each party to this Agreement hereby acknowledges and agrees that the other party has made no representation or agreements other than those expressly set forth herein.

		5.5 	No Waiver.   No right or remedy herein conferred upon or reserved to any of the parties to this Agreement is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given under this Agreement or now or hereafter legally existing upon the occurrence of an event of default under this Agreement.  The failure of any party to this Agreement to insist at any time upon the strict observance or performance of any of the provisions of this Agreement, or to exercise any right or remedy as provided in this Agreement, shall not impair any such right or remedy or be construed as a waiver or relinquishment of such right or remedy with respect to subsequent defaults.

		5.6	Applicable Law.  This Agreement and the rights of the parties hereto shall be interpreted in accordance with the law of the State of New Jersey without giving effect to principles of conflict of laws.

		5.7 	Severability.  If any term, provision, agreement, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto.  Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that the transactions contemplated be effectuated.

		5.8	Notices.  To be effective, unless otherwise specified in this Agreement, all notices and demands, consents and other communications under this Agreement must be in writing and must be given (a) by depositing the same in the United States mail, postage prepaid, certified or registered, return receipt requested, (b) by delivering the same in person and receiving a signed receipt therefore, (c) by sending the same by a nationally-recognized overnight delivery service, or (d) electronic delivery, such as email or other electronic methods. For purposes of notices, demands, consents and other communications under this Agreement, the addresses of the Owner and the Agent are as set forth above.  Notices, demands, consents and other communications mailed in accordance with the foregoing clause (a) shall be deemed to have been given and made five (5) Business Days following the date so mailed. Notices, demands, consents and other communications given in accordance with the foregoing clause (b) shall be deemed to have been given when sent on a Business Day or, if not a Business Day, then the next succeeding Business Day. Notices, demands, consents and other communications given in accordance with the foregoing clause (c) shall be deemed to have been given when delivered or refused on a Business Day or, if not a Business Day. then the next succeeding Business Day. Any party or its assignee may designate a different address to which notices or demands shall thereafter be directed and such designation shall be made by written notice given in the manner hereinabove required, provided, that at all times each party shall be required to maintain a notice address in the continental United States. Notwithstanding anything to the contrary herein, a copy of any notice sent herein must be delivered to:

(a)	In the case of Agent to: 

Location Station, LLC
211 Prospect Street
Midland Park, NJ 07432
 
(or such other address either shall designate by a written notice to the Owner); 

(b)	In the case of Owner to the name(s) provided above.
 


(or such other address it shall designate by a written notice to the Agent).

		5.9	Binding Nature.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, heirs, and assigns.

5.10	Counterparts.  This Agreement and any amendments thereto may be executed in counterparts. The signatures of the parties who sign different counterparts of this Agreement or of any amendment thereto shall have the same effect as if those parties had all signed the same counterpart of this Agreement or of such amendment.  A facsimile or PDF signature shall be deemed to be an original signature.

		5.11	Further Assurances.  The parties will execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purposes of this Agreement.

		5.12	No Third Party Beneficiaries.  None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any of the creditors of the Owner or Agent or their respective Affiliates.

5.13	Waiver of Certain Damages. Notwithstanding anything to the contrary in this agreement or under applicable law, each party (for itself and its legal representatives, successors and assigns) hereby unconditionally and irrevocably waives and disclaims all rights to claim or seek any consequential, punitive, exemplary, statutory or treble damages and acknowledges and agrees that the rights and remedies in this agreement will be adequate in all circumstances for any claims the parties might have with respect thereto.

		5.14	Further Assurances.  Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

		5.15	Court Proceedings.  Except as otherwise provided herein, by its execution and delivery of the Agreement, each of the parties hereby irrevocably submits to the jurisdiction (both subject matter and personal) of the courts of the State of New Jersey in any legal action or proceed arising out of or relating to this Agreement and any other documents executed in connection with this Agreement and each of the parties hereby irrevocably and unconditionally waives (a) any objection it may now or hereafter have to the laying of venue in any of such courts, (b) any claim that any action or proceeding brought in any of such courts has been brought in an inconvenient forum, and (c) any right to bring any action or proceeding with respect to this Agreement or any other documents executed in connection with this Agreement in any forum other than the courts of the State of New Jersey.  It is specifically acknowledged that each party is relying upon, inter alia, the foregoing waiver in entering into this Agreement.  The parties each hereby waive trial by jury in any action or proceeding of any kind or nature in any court in which an action may be commenced arising out of this Agreement or by reason of any other cause or dispute whatsoever between them. 

		5.16 Non-Competition, Non-Solicitation and Non-Disparagement (a) The Owner understands and recognizes that his services to the Agent are special and unique and that in the course of performing such services The Owner will have access to and knowledge of Confidential and Proprietary Information and The Owner agrees that, during the Term and for a period of twelve (12) months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the business of the Agent, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, officer, director or shareholder of a Person in a business competitive with the Agent within the geographic area of the Agent’s business. The Agent acknowledges the need for The Owner to be employed in his profession and, for the purposes of this Agreement, competition shall mean entertainment locations/property opportunities that compete directly with the same specific projects that The Owner was exposed to as an Owner.











IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the Effective Date.
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