Non-Derogation Clause

10. Non-Derogation: The parties agree not to act in derogation of the terms of this Agreement and to use reasonable efforts to ensure full compliance with its terms. In this regard, IFTA agrees that it will not claim or attempt to collect the Guilds' Participation under Paragraph 2 in the Author's Share of any Video Levy or Video Rental Levy attributable to any Covered Director or Writer, regardless of whether the employment contract with the Covered Director or Writer purports to waive or assign to the employer the Covered Director's or Writer's claim to a share of the Video Levies or Video Rental Levies that are the subject of this Settlement Agreement. IFTA also agrees that it will not distribute to any Company any Author's Share for any Video Levy or Video Rental Levy where such Company has not executed and deposited with IFTA a Non-Derogation Side Letter in substantially the form attached. Further, IFTA will also use reasonable efforts to inform each Company it represents of the Guild claim that, absent this Settlement Agreement, Covered Directors or Writers are entitled to one hundred percent (100%) of the Author’s Share of Video Levies or Video Rental Levies. The Guild acknowledges that despite such information from time to time a Company with which IFTA entered into an agreement as regards the company's secondary rights through inadvertence or neglect may purport to claim one hundred percent (100%) of the Author's Share of Video Levies or Video Rental Levies for a Covered Picture, or may purport to grant to a distributor in another country the right to collect one hundred percent (100%) of such Author's Share. Such action will not be deemed a breach of this Settlement Agreement by IFTA. If IFTA becomes aware of such action, it will inform the Company of the requirements under this Settlement Agreement and attempt in good faith to rectify the claim to the fullest extent possible. In addition, IFTA will pay to the Guilds the amount of the Guilds' Participation that was collected by IFTA but should have been paid to the Guilds, and make such payment to the Guilds from future revenues collected by IFTA for the applicable Covered Picture provided that all amounts that should have been paid to the Guilds shall be reimbursed by IFTA within two years from the date IFTA became aware of such nonpayment.