WWB

SCANDAL CAST CONTRACT1.

13/10/2018

1.Interpretation

In this agreement unless the contrary intention is evident from the context, the masculine shall include the feminine, the singular shall include the plural and vice versa in both instances.

2.Definitions

The below listed expressions shall be deemed to have the meanings as ascribed to them hereunder:

2.1."Call basis"a Performer is paid per call at the rate set out in Schedule IIIV;

2.2."Call Schedule"Schedule IV attached hereto setting out the details of times, places and dates relative to the calls required to be performed by the Performer, as updated from time to time by the Producer;

2.3."e.tv"e.tv (Pty) Ltd, a commercial free-to-air televisionbroadcaster;

2.4."First Call Basis"the rendering of the Performer's services under this agreement on the basis that he/she may also render services to other persons, provided that the Producer shall have priority in respect of the Performer's services;

2.5."Monthly Basis"a Performer who performs a maximum of 20 calls in a month;

2.6."Performer"a member of the cast but not an employee of e.tv or the Producer;

2.7."Post Production Calls"a call, after the shooting period has been completed during which the Performer is required to provide services in connection with editing, post- synchronisation, dubbing or retakes;

2.9.2.8."Principal Performer"a main/core cast performer determined by the

Producer and TV as indicated in Schedule IVII;

2.10.2.9."Producer"Ochre Media (Proprietary) Limited;

2.11.2.10."Production"the daily soap drama titled Scandal which has been commissioned to the Producer by e.tv;

2.12.2.11."Regular Performer"a Performer who has not less than 12 calls per month as indicated in Schedule IVIII;

2.13.2.12."Second Call Basis"the rendering of the Performer's services on the basis that he/she may also render services to other persons. The Producer shall not have priority in respect of the Performer's services;

2.14.2.13."Shooting Period"the period from the first shooting day until the final shots of the shooting scripts have been completed;

2.15.2.14."Standby Call"a day on which a Performer is not required to be present on set but is on call. The Performer must notify the Producer of his or her whereabouts at all times and keep his or her cellphone on, upon which the Performer may be contacted by the Producer.

2.16.2.15.“Hold Day”a day on which a Performer is not required to be present on set whilst being away from home on a location shoot. A Hold Day will be remunerated at 50% of the call fee, or may be counted as a half call where a Performer is on a weekly/monthly deal.

2.17.2.16. “Travel Day” a day on which a Performer is travelling to or from a location and not required to be on set. A Travel Day will be remunerated at 50% of the call fee, or may be counted as a half call where a Performer is on a weekly/monthly deal.

3.Recordal and rights

3.1.The Producer is engaged in the production and broadcast of a daily drama series titled Scandal ______("the Production").

3.2.All intellectual property rights in and to the Production are owned by e.tv.

3.3.The Producer wishes to engage the services of the Performer, and the Performer accepts such engagement, on the terms and conditions set out in this agreement.

4.Engagement period

4.1.Subject to the provisions set out in this clause 4, the engagement of the Performer shall commence on the date indicated in Schedule III and shall continue in force for a period of one year.

4.2.The Performer acknowledges that this is a fixed term agreement and that, by entering into this agreement, the Performer shall have no expectation that the agreement will be renewed, renegotiated or extended, or that the Producer is obliged to provide the Performer with any alternative engagement or appointment beyond the termination date.

4.3.The Performer acknowledges that he/she has been sufficiently informed of the role to be performed under this agreement and warrants that he/she is willing, able and artistically competent to perform the role for which he/she is engaged.

4.4.The Performer, in rendering the services and performing the functions and activities under this agreement, shall not be an agent or representative of the Producer or e.tv. The Performer shall not be entitled to represent or hold him/herself out as representing the Producer or e.tv, or to bind the credit of the Producer or e.tv. No agency, employment or partnership shall exist or be deemed to exist between the parties.

4.5.It is hereby recorded that the Performer is contracted for the purpose of fulfilling the specific function as set out in this clause. On termination of this agreement, the Performer shall have no right to claim employment by the Producer in any capacity on the strength of the relationship created between the parties in terms of this agreement. The Performer specifically agrees that he has no claim whatsoever against the Producer in respect of any pension, leave, medical or other service benefits normally afforded by the Producer to its permanent staff members. Should the Performer make use of an agent as representative of a service to the Performer, the relationship between the Producer and the Performer shall not be altered in any way.

4.6.The Performer's obligations shall be personal in nature, and the Performer shall not be entitled to sub-contract any services, or any part thereof, which he/she is obliged to provide under this agreement to any third party.

4.7.The Performer shall be entitled to terminate this agreement on providing no less than 43 months written notice to the Producer.

4.8.In the event that the Performer’s character is written out of the script or in the event that the Production is cancelled, the Producer shall be entitled to terminate this agreement, at any time during the term of the agreement on providing no less than 43 months written notice to the Performer, and 54 months written notice should the notice period fall over a December production break period.

5.Consideration

In consideration of the Performer’s engagement in terms of this agreement, and subject to the Performer's full compliance with the terms and conditions of this agreement, the Producer shall pay the Performer in accordance with this clause 5 and Schedule IV of this agreement, which consideration shall be payable as follows:

5.1.Call basis

If the Performer is engaged on a call basis, the consideration due to the Performer shall be payable on or before the end of the month during which the services were delivered by the Performer, provided that an original invoice has been received by the Producer (either by fax, post, e.-mail or hand delivery) not later than the 20th of the month, provided further that where a VAT invoice is required, the original invoice has been submitted to the Producer on or before the end of that month.

5.2.Monthly Basis

If the Performer is engaged on a Monthly Basis, the consideration due to the Performer for each month shall be payable on or before the end of that month, provided that an original invoice has been received by the Producer (either by fax, e-mail, post or hand delivery) by no later than the 14th of that month, provided further that where a VAT invoice is required, the original invoice has been submitted to the Producer on or before the end of that month.

5.3.Global Basis

5.3.1.If the Performer is paid a global compensation fee and the number of calls worked is in excess of the maximum number of calls stipulated in schedule IV, then the Performer shall be paid for the number of calls so worked in excess, at the call rate stipulated in schedule IV.

5.3.2.If the Performer fails to attend any call which he/she is required to attend, and fails to submit good cause for his/her absence, the Performer shall not be entitled to the consideration for that call. Should a deduction be considered, it will be discussed with the Performer and his Agent (if applicable) prior to such a deduction being implemented. In the event of a valid excuse due to circumstances beyond the Performer’s control (e.g. an accident or breakdown when the Performer has called the production office), the situation will be assessed and the deduction may be waived. Any decision in this regard shall be within the discretion of the Producer.

5.3.3.The Performer acknowledges that the Production works according to tight deadlines and that if the Performer is late for a call, this will cause prejudice to the Production.

5.3.4.In the event of an actor being late or not knowing lines, the following Penalty system may apply:

5.3.4.1.If a Performer arrives later than his/her call time, as laid down in the daily production schedules, such a Performer may be penalised as follows:

A For being:

a) Half an hour late - 25% shall be deducted from his/her daily

rate

b) One hour late - 50% shall be deducted from his/her daily rate

c) Two hours late 75% shall be deducted from his/her daily rate

d) If an Artiste is more than two hours late, he/she shall forfeit

his/her full pro-rata daily rate.

BNot knowing lines as determined by the Director or AD:

aFirst Offence R250.00

bSecond Offence R500.00

CActors and their Agents (if applicable) will be informed about these fines before any deductions are made and the Actor will be given the opportunity to offer an explanation, which shall be subject to a decision within the sole discretion of the Producer.

  1. The above penalties will apply unless the Producer in its Sole discretion, upon evaluating the validity of the Artiste's reason, decides otherwise.

5.4.Standby Call

If the Performer is on standby and is not physically present on the set or location, he/she shall be paid for being on Standby Call at the rate of 50% (fifty percent) of the applicable call fee. If the Performer is engaged on a Monthly Basis and is on Standby Calls during any month, the Standby Calls shall form part of the 20 calls to be worked in that month. (Please ensure that the agreement sets out 20 calls in the schedule)

5.5.Payment of Value Added Tax

The consideration referred to in Schedule IV does not include Value Added Tax (VAT). The Producer shall pay VAT to the Performer or the Performer’s agent only if a VAT invoice has been furnished to the Producer in respect of each payment due to the Performer. In the event that a Performer is represented by an agent, the agent shall ensure that any deductions from the Performer's consideration are in accordance with relevant tax legislation from time to time. The VAT invoice to be supplied to the Producer shall comply with the provisions of the Value Added Tax Act, No 89 of 1991. e-tv reserves the right to call for a tax directive in this regard.

6.Exclusivity

6.1.This clause 6 applies only to Principal and Regular Performers.

6.2.Principal and Regular Performers hereby agree not to, for the duration of the engagement period, perform in any other production (excluding television commercials) intended for broadcast on or commissioned by SABC 1, 2, or 3, or M-Net subject to such appearance being permitted in terms of the provisions of this clause 6.

6.3.A Performer who is contracted on a Call Basis may appear in other television series or programmes in South Africa provided that:

6.3.1.such appearance does not conflict with the Call Schedule provided by the Producer in respect of the Production; and

6.3.2.he/she does not appear in a daily drama or soap opera other than the Production.

6.3.3.Any character bears no resemblance to the character portrayed in the Production.

6.4.To the extent that the Performer appears on a television commercial, that participation shall be contingent upon the performance not being of a nature which contains reference to or content which is similar to the character that the Performer portrays in the Production and that the content does not in any way appear to be connected to, associated with, or similar to, the Production. The participation in any television commercial shall be contingent upon the dates on which the Performer is required to perform or be available not conflicting with the dates upon which the Performer is required to fulfil his/her obligations in respect of the Production.

6.5.Any other performance or appearance which is not specified in clause 6.2, whether in non-broadcast videos, feature films, television commercials, theatrical productions or radio programmes, shall be subject to the provision that the Performer shall be entitled to participate in any such performance or appearance subject to the Producer's entitlement to the Performer’s services provided to the Producer in terms of this agreement.

6.6.The Performer may, with the Producer's permission, be entitled to undertake voice-over work for third parties provided that such voice-over work is not associated with, connected to or similar to, the Production and is undertaken on a day where the Performer has no obligations to the Producer.

6.7.The Producer shall be entitled to withhold consent in respect of the appearance in any programme or commercial should it believe that such performance will impact upon the Performer’s performance in, or the general commercial viability of, the Production. In this regard, the discretion lies exclusively with the Producer.

6.8.The Performer shall not be entitled to undertake activities as a continuity presenter on any television channel in South Africa.

6.9.The Performer shall procure the consent of the Producer, to participate in/on a once-off programme (such as a variety, magazine or interview programme). The decision of the Producer, shall be exercised in its exclusive discretion.

  1. Residual payments for principal cast members
  2. If the Performer is designated a Principal Performer as per Clause 2.8 (above), the Performer shall be entitled to residual payments on the following basis:
  3. An amount equal to 2% (two percent) of the salary budget payable to key contributors being Principal Performers, scriptwriters and key crew such as directors shall be allocated for residual payments;
  4. That amount of 2% (two percent) shall be divided between the parties set out at clause 7.1.1 above in accordance with all participants including the Principal Performer’s role in the Production and the number of episodes in which that party contributed;
  5. Residual payments shall only be applicable and be paid after the third broadcast of any episode. For the avoidance of doubt, the first broadcast shall be deemed the first broadcast on e.tv and the second and third broadcasts may take place on e.tv or any entity in which e.tv (which shall include any subsidiary company and its successor-in-title) or Sabido (Pty) Ltd (which shall include its subsidiaries, shareholders and their subsidiaries and the successors-in-title of these entities) has an interest.
  6. The parties set out at clause 7.1.1 above shall also be entitled to share up to a maximum of 2% (two percent) of the income arising from the commercial exploitation of the production. In this regard:
  7. 2% (two percent) of the amounts received by e.tv arising from the exploitation of the production shall be set aside; and
  8. this amount shall be shared on the same basis as that set out at clause 7.1.2 above.

8.Producer's Additional Rights

8.1.Post-production

8.1.1. Should the Producer require the Performer for Post Production calls during the duration of this agreement, no additional consideration shall be payable to the Performer, subject to the provision that the Performer is not engaged for additional calls. Should the Performer be engaged for Post-production calls in excess of the required calls in any month, the Performer shall be paid for such additional calls at the call rate stipulated in Schedule IV.

8.1.2.Should Post Production calls be required beyond the duration of this agreement, then the Performer agrees to be engaged on a Second Call basis, subject to the Performer’s reasonable availability, for which he/she shall be paid at the call rate as stipulated in Schedule IV.

8.2.Retakes and extra scenes

Should the Producer require the Performer for retakes or extra scenes after the engagement period, the Performer shall be engaged on a Second Call basis. The Performer shall be paid at the call rate stipulated in Schedule IV.

8.3.Dubbing of Performer’s voice

The Producer shall have the right to dub or replace the voice of the Performer with any other voice in any language or dialect except the original language or dialect. The Producer may not dub the original language or dialect, unless for artistic and/or technical reasons and subject to the consent of the Performer being obtained, which consent shall not be unreasonably withheld or delayed. In the event that the Performer is professionally or otherwise unavailable to dub the Performer’s original voice, the Producer shall not be required to obtain the Performer’s consent.

9.Rights of e.tv

9.1.e.tv shall be entitled to exploit the Production in any way and in all media whatsoever. The Performer shall not be entitled to inhibit the rights of e.tv to exploit the Production whether for commercial or other purposes.

9.2.e.tv shall be entitled to use the performance of the Performer in the exploitation of the Production and shall also be entitled to use the Performer’s likeness, name, image, photograph and biographical details in respect of the promotion of the Production.

9.3.In addition to the rights granted in respect of the Production as recorded above, the Producer hereby grants to e.tv, worldwide and in perpetuity, the exclusive rights to: