Subject: RE: AMAZING GRACE / proposed agreement comments -- additional note re: ancillary rights
From: "Kooij, Maarten" <[email-masked]>
To: "Levy, Rick" <[email-masked]>, 'Todd Musburger' <[email-masked]>
Cc: 'David Bennett' <[email-masked]>, "Levy, Asst." <[email-masked]>
Date: Fri, 19 Oct 2018 00:02:21 +0000

Dear Todd - further to Rick's email and as discussed on our call today, we also want to include the following regarding ancillary rights (at the end of the rights-grant section at paragraph 1).  Since I've not had a chance to review this internally on our end I reserve our clients' rights of further comment, but this language largely tracks the long-form draft agreements prepared in connection with the proposed Summit deal in 2016:

Notwithstanding any other provision hereof, the Rights and Distribution Rights expressly exclude the right to use the Appearance, Aretha Franklin's name, voice, likeness, biography and / or any portion or element thereof in connection with any and all ancillary and subsidiary rights in connection with the Film and / or Appearance, including but not limited to merchandising; commercial tie-in rights; print and / or text publication rights (including but not limited to electronic publishing rights and the right to publish coffee table books, "making of the Film" books or similar tie-in publications); electronic game rights (including but not limited to videogame rights); music video rights; Subsequent Production Rights (as defined below); and Clip Rights (as defined and subject to the terms below).

"Subsequent Production Rights" means the right to develop and / or exploit any production that is derivative of the Film, including but not limited to any remake, sequel, television production, spin-off, live stage production (whether musical or not), and productions produced for any other medium or channel of distribution now or hereafter known or devised).

"Clip Rights" means the right to exploit, in any medium, whether now known or hereafter devised, all still photographs, footage, trims and outtakes (including but not limited to "bloopers", behind-the-scenes and "B-roll" footage) of, from and/or relating to the Film, and any portion thereof (collectively, "Clip Material"), in connection with the creation of other motion picture, television program, Internet program and/or other audiovisual work, and/or to license any Clip Material as "stock footage" (as that term is commonly understood in the entertainment industry) or for other use other than in the Film and the right to license footage from the completed Film as initially released solely for the purpose of promoting the Film and the distribution thereof, provided that no such use may include more than two (2) consecutive minutes of any one (1) sound recording of any musical composition appearing in the Film (i.e., not more than two (2) consecutive minutes of any one (1) song, wheth
 er or not such song is synchronized with any audio-visual materials) for any purpose.

With thanks and kind regards - MK

Maarten Kooij
Senior VP / NY Business Affairs

65 East 55th Street
New York, NY 10022
(P) 212.556.6881<tel:212.556.6881>| (F) 212.556.5665<tel:212.556.5665>
email: [email-masked]<mailto:[email-masked]>

From: Levy, Rick
Sent: Thursday, October 18, 2018 6:53 PM
To: 'Todd Musburger' <[email-masked]>
Cc: 'David Bennett' <[email-masked]>; Kooij, Maarten <[email-masked]>; Levy, Assist <[email-masked]>
Subject: Estate of AF Comments to Proposed Agreement on Amazing Grace
Importance: High

Without Prejudice

Dear Todd,

On behalf of the Estate of Aretha Franklin (the "Estate"), please see our attached comments to the draft agreement you prepared on behalf of Alan Elliott, Al's Records and Tapes and Amazing Grace Movie LLC (collectively "AE").

As we discussed on the phone earlier today, we are cognizant of the time sensitivities here, and as a result are providing these comments in advance of our client having had a chance to review and approve them, and thus must reserve their right to make additional comments.

Nevertheless, we suggest you provide your response as soon as possible so we can continue to work toward final documents by COB tomorrow.

Best,

Rick

Richard B. Levy

Partner & General Counsel

10250 Constellation Blvd.

Los Angeles, CA 90067

(310) 550-4046

[email-masked]<mailto:[email-masked]>