AFM | American Film Market - Home of the Independents

Market Rules

Each Participant (as defined below) completing a Registration Application for AFM agrees, for itself and for all of the employees and other representatives of the Participant and their invitees attending at the AFM, to abide and be bound by all rules, AFM Guidelines, regulations and written instructions (sometimes collectively and individually referred to as the "Market Rules") of the AFM, and in particular the following:

Neither the Participant nor any of its employees or other representatives, or their invitees, shall engage in any activity as an agent, licensor, distributor or otherwise related to the sale or licensing of motion pictures within the AFM, except that those Participants who have registered and paid their fees as an Exhibitor or Sponsor may participate in the AFM as Exhibitors.
Each individual attending the AFM as a Buyer must meet the following criteria:

An employee of a company which has contracted with one (1) or more AFMA Members for such company to actually distribute in at least one (1) audio-visual medium a total of at least three (3) motion pictures during the three (3) years immediately before the AFM; or
An employee of a company which has contracted with one (1) or more IFTA Members for such company to actually sub-distribute (i.e. re-license) in at least one (1) audio-visual medium a total of at least three (3) motion pictures during the three (3) years immediately before the AFM.

Temporary Office Space: Any individual employed by or affiliated with any company that occupies temporary office space (one month or less) in the City of Santa Monica during any AFM may not participate at the AFM. In the event of such occurrence, the AFM reserves the right to revoke the badge (Buyer, Industry, Guest, Press, etc) of the AFM Participant and to prohibit such Participant from attending future AFMs.
Promotional Material: No promotional material may be handed out or left in the office hallways, elevator lobbies, bathrooms, main lobby or outside the Loews Hotel entrances. All such material will be confiscated and/or removed by AFM Security. The only exceptions are publications from Exhibitors participating as Market Affiliates and AFM Sponsors. These publications will be distributed on trade tables throughout the Loews Hotel.

Counterfeit badges are absolutely prohibited. If any individual is found wearing a counterfeit badge, AFM Security will escort that person off the restricted office floor and confiscate the badge. Any Participant found to have produced, distributed, authorized or in any other way participated in the use of counterfeit badges will be subject to fines or other sanctions. In addition, the AFM may refer such individuals and organizations to law enforcement authorities.

AFM Guidelines

SECTION ONE: GENERAL INFORMATION

A. Notice to Participants

The AFM is owned and operated by IFTA, a non-profit trade association registered in the State of California. Neither the AFM nor IFTA is responsible for the activities, performance or failure to perform of any of its Member companies, Exhibitors, Buyers, Industry Attendees, Sponsors, Affiliates or any other party who may participate at the AFM or who may otherwise utilize the facilities or services of the AFM or IFTA (the "Participants"); nor are they liable for the actions, inactions or negligence of suppliers, vendors, screening theaters, hotels, transportation and other facilities and/or parties; nor for force majeure events including without limitation, strikes, work stoppage, war or military activities, civil disorders, criminal conduct of others, weather, fire, earthquakes, acts of God or other events beyond IFTA or AFM's control. All AFM Participants shall indemnify and hold harmless IFTA, its Members, officers, directors, employees and agents of each of the foregoing from and against any and all claims, damages and liabilities (including reasonable attorney's fees) relating to or arising out of any breach or alleged breach of their agreements or alleged agreements with third parties. All AFM Participants shall be responsible for their costs and fees associated with participating in the AFM, including but not limited to, all fees associated with Exhibitor, Buyer, and Industry Attendee registration and participation, Sponsorships, screening fees, costs associated with any type of badges, equipment and furniture rental fees, and any other costs or fees assessed in association with participating at the AFM ("AFM Invoice"). IFTA in its sole discretion, may prohibit any Participant from future AFMs for nonpayment of an AFM Invoice.

Each Participant and all of its employees, agents, consultants and guests, shall abide and be legally bound by the AFM Guidelines. Failure to do so may result in revocation of previously granted badges and/or prohibition of the company, its affiliates, and all such individuals from participating at future AFMs. As the owner and organizer of the AFM, IFTA has the right in its sole discretion to apply and interpret these Guidelines. In the event of such revocation, AFM shall have the absolute right to prohibit entry to the company's exhibition space. Also, in such event, the company shall not be entitled to a refund or rebate of any fees previously paid to the AFM or to IFTA, nor shall the AFM or IFTA be responsible in any way for any of the costs which the company, or such individuals, may have incurred in connection with preparation for, or attendance at the AFM.

Participant expressly consents to receive via facsimile, e-mail or any other means, information or materials from the AFM, IFTA or the IFTA Foundation. Participant may withdraw this consent at any time by notifying IFTA in writing.

B. Maintaining the Integrity of the AFM

IFTA reserves the right to revoke previously granted badges and/or prohibit a company, its affiliates, all its employees, and/or an individual from participating in a current or future AFM(s) for the following: (1) Participants who breach the safety and security of the AFM, which includes, but is not limited to, threats to other Participants, AFM staff, Hotel staff, or any person whatsoever, carrying of weapons, or violations or general security concerns at the AFM; (2) Participants who have been convicted of criminal copyright infringements; and (3) Participants who have outstanding unpaid invoices from prior AFM(s).

C. Eligibility to Exhibit

To exhibit at the AFM, a company must be actively engaged in the business of licensing or representing the licensing of theatrical motion pictures, television and/or video programs to licensees engaged in distribution of such pictures and/or programs.

The AFM has provisions which allow non-U.S. based trade associations or government supported organizations to exhibit under a group policy; there are also provisions which allow a company to participate at the AFM without an office. In both cases, the badging policies are different from those indicated in Section I below.

Companies that do not meet the above qualifications, but offer a service or product related to the entertainment industry, may apply to participate as a Sponsor.

D. Product

No pornographic or "hard core" films may be screened at AFM theaters or shown in offices or otherwise promoted at the AFM. However, such films may be screened or shown in AFM offices if they have been edited for U.S. pay cable standards; i.e. if they would meet (or have met) the standards for HBO or Showtime's adult programming. An Exhibitor that screens in violation of this Rule may have its badges revoked and may be prohibited from attending future AFMs.

E. Office Allocation

For a company to participate in the first round of office assignments, the AFM 2006 Office Request Form & Exhibition Agreement along with a U.S. $2,000 non-refundable deposit must be received by Friday, 16 June 2006. Any Exhibitor from the prior AFM requesting space after this date will automatically lose office allocation priority and will be allocated an office in order of the date the request is received, and only if space is available.

The AFM and IFTA reserve the right to allocate offices, and to modify or change an Exhibitor's office location and/or configuration relative to the needs of the AFM as solely determined by IFTA.

Office assignments will be confirmed via facsimile by Friday, 23 June 2006. It is the Company’s responsibility to contact the AFM if office confirmation is not received by that date. Companies that reject an office assignment must respond in writing by Friday, 30 June 2006. If written response is not received, the AFM will consider the office assignment approved.

F. Office Sharing

Two (2) Exhibitors may share a one (1) room regular office (codes A-F) or meeting room (codes W-Y). Office sharing is limited to two (2) Exhibitors per office. The first Exhibitor (the Exhibitor assigned the office space first) is responsible for its own exhibition fee and the entire cost of the office. The second Exhibitor will submit an Exhibition Agreement and pay a share fee to the AFM ($3,500 for non-IFTA Members; $2,000 for IFTA Members). If two Exhibitors shared an office at the previous AFM and choose not to share for the current AFM, the office priority reverts to the first Exhibitor. If an office is shared without prior approval, the AFM has the right, at its sole discretion, to close the office and revoke all badges allocated to all companies in the office. In such case, each Exhibitor will forfeit all prior payments to the AFM. Please contact the AFM offices for a copy of the Office Sharing Guidelines.

G. Subsidiary

An Exhibitor may list a brand or label ("Subsidiary") at no charge, provided the Exhibitor owns 50% or more of the Subsidiary. The Subsidiary will have no other additional benefits (i.e., badges at no charge). Subsidiary may be listed with the Exhibitor or separately. If the Subsidiary is not owned 50% or more by the Exhibitor, then Office Sharing Guidelines apply. See Section F above.

H. Exhibitor Services

Exhibitors will be provided with ancillary benefits including identification signs, four (4) badges, security monitoring on each floor, listing on signage and in the Show Directory, etc. Some Hotel furniture is provided with most offices and must remain in the rooms. Measurements for room codes will be provided, but it is suggested the Exhibitor take its own measurements if custom displays are to be used.

Services such as outside telephone lines, additional badges, parking, fax machines, video equipment, panels, furniture, etc., are available for additional costs.

NOTE: The word "Hotel" refers to both the Loews Santa Monica Beach Hotel and Le Merigot Beach Hotel. In cases where there is a difference between the two hotels, they will be referenced as the individual hotel.

I. Badge Eligibility and Restrictions

Exhibitors may provide badges to business colleagues, including employees, consultants, producers, etc. The cost per badge is U.S.$295. An AFM Badge allows access to most screenings but does not guarantee access to every screening.

Exhibiting companies that have been “Accredited” as an AFM Buyer may request a Buyer Badge for any full-time employee who should be badged as a Buyer. However, Exhibitors may not badge Buyers from other companies. If such a Buyer is badged, the Exhibitor will be assessed a U.S.$495 fine to convert the badge to a Buyer Badge. In addition, the Exhibitor's Badges may be revoked, and the Exhibitor may be prohibited from attending future AFMs.

All Participants must wear their badges for the duration of the AFM. AFM Security will prevent individuals without an AFM Badge from gaining access to the Exhibitor floors. Should any individuals wear a badge other than their own, AFM Security will confiscate the badge in question. Confiscated badges will not be returned. Fines or other sanctions may be imposed.

Lost or stolen Photo Badges must be reported to AFM Security and there may be a 24 hour waiting period before a new badge will be issued. The AFM reserves the right to not issue a replacement badge.

Counterfeit badges are absolutely prohibited. If any individual is found wearing a counterfeit badge, AFM Security will confiscate the badge and escort that person out of the Hotel. Any Participant found to have produced, distributed, authorized or in any other way participated in the use of counterfeit badges will be subject to fines or other sanctions.

J. Prohibited Items and Use

No liquor, beer or wine may be brought into the AFM. (Each Hotel is a licensee to the California Alcohol Control Board and is responsible and liable for the administration of these regulations.)

No kitchen electrical appliances may be used in the Hotel, including coffee makers and popcorn machines. (These appliances may violate the City of Santa Monica Fire Codes.)

No overnight sleeping or using the shower is permitted in the Hotel.

K. Outside Food and Beverage

No prepared foods (e.g., deli platters, pizzas or other catered food) may be brought into, or delivered to, the Hotel. Soft drinks, bottled water or package food may be brought into an Exhibitor’s office(s) on a limited basis at no more than two (2) cases of soft drinks or bottled water per office per day.

L. Payment, Cancellations and Refunds

Exhibitor agrees to comply with payment dates as set forth on all forms. All payments must be in U.S. dollars and made by check (drawn on a U.S. Bank), U.S. dollar Travelers Check, credit card (American Express, VISA, or MasterCard) or bank wire transfer.

A returned check or credit card authorization refusal may, at the AFM's sole discretion, result in a loss of office priority allocation, or the ability to exhibit at the AFM. The AFM has the right to request payment by Cashier's Check. A U.S. $100 service charge will be assessed for each returned check.

The $2,000 deposit will be refundable only if Exhibitor's office assignment is rejected in writing and such rejection is received by the AFM by Friday, 30 June 2006. If full valid office payment is not received by Friday, 28 July 2006, the office allocation(s) will be cancelled and reassigned to Exhibitor(s) on the wait list.

If any Exhibitor's AFM fees or deposits are paid by a third-party, it is understood and agreed that Exhibitor is ultimately responsible for payment of charges and that IFTA has the right to confirm the identification of any third party payor and its relationship to Exhibitor. Exhibitor shall indemnify IFTA for any losses suffered in connection with the third-party's payment, failure to pay or any actions IFTA undertakes in order to recover payment. IFTA reserves the right to institute collection procedures against the Exhibitor and/or the third-party if the third-party does not pay. IFTA reserves the right to prohibit any participant from future AFMs for failure to pay an AFM invoice. By making a payment to the AFM, the third-party and where applicable, its employees and other representatives, agree to fully comply with the AFM Guidelines, as amended from time to time. The Guidelines are posted at www.americanfilmmarket.com.

Cancellations after Friday, 18 August 2006, are subject to a cancellation fee of 50% of the office(s) and 50% of the Exhibition Fee. There are no refunds for cancellations after Friday, 22 September 2006.

All orders must be submitted on the appropriate form and accompanied by payment in full. Forms received without payment will not be processed. Changes and cancellations must also be submitted in writing by the appropriate deadlines.

All fees must be paid in full prior to the AFM. Exhibitors with outstanding balances will not be allowed office access.

Any monies due from the AFM will be refunded by Friday, 12 January 2007. Credit due from any cancelled or unfulfilled orders may not be applied to other AFM orders or fees.

M. Exhibitor Insurance/Exhibitor’s Liability

Exhibitor acknowledges that IFTA does not maintain insurance for the benefit of, or coverage for, Exhibitor including, but not limited to, damage, destruction, or loss of Exhibitor's property. Accordingly, all Exhibitors are required to provide proof of insurance coverage with a minimum U.S.$1,000,000 per occurrence/$1,000,000 aggregate combined single limit, bodily injury and property damage. Exhibitors must provide AFM with a Certificate of Insurance, naming IFTA as additionally insured from Monday, 30 October through Wednesday, 8 November, showing all required coverage and limits. Exhibitor may choose to purchase an insurance package through the AFM's designated insurance broker. If two companies share an office, each Exhibitor must provide separate proof of insurance coverage. Additional insurance including, but not limited to, fire, theft, and liability, if so desired, may be obtained at the Exhibitor's own expense. Neither the hotel nor AFM will be responsible for the safety of Exhibitor against robbery, assault, battery, fire, water, accident or any other cause. Should loss by theft occur, cooperation of Exhibitor is requested by reporting it immediately to the police and AFM security.

Exhibitor further agrees to make no claim for any reason whatsoever against IFTA for loss, theft, damage, or destruction of goods; nor for any injury, including death, to Exhibitor, its employees, agents or representatives; nor for any damage of any nature, including damage to Exhibitor's business for failure to provide an office; nor for failure to hold the AFM or portions thereof, as scheduled; nor for any action or omission of IFTA. Exhibitor is solely responsible for its own exhibition material and products and should insure material and products from loss or damage from any cause whatsoever. It is understood that all property of Exhibitor is in its care, custody, and control in transit to/from, or within the confines of the Hotel. IFTA shall bear no responsibility for the safety of Exhibitor, its personnel, employees, agents or representatives or personal property.

IFTA shall not be responsible for any injury, loss or damage that may occur to any person, property or business of Exhibitor, its guests, invitees, employees or agents from any cause whatsoever. Exhibitor expressly holds harmless and releases IFTA for any and all claims from such loss, damage or injury. In any event, the liability arising out of any kind of legal claim in connection with the event shall not exceed the fees paid by Exhibitor pursuant to the Office Request Form and Exhibition Agreement.

N. Temporary Office Space

Exhibiting companies, with or without an AFM office, may not retain temporary office space (one month or less) in the City of Santa Monica. AFM reserves the right to rescind all rights and privileges of exhibition at this and future AFMs in the event of such occurrence.

SECTION THREE: ARBITRATION

A. GENERAL

Section Three of the AFM Guidelines outlines IFTA’s rules regarding Independent Film & Television Alliance Arbitration ("IFTA Arbitration") as it relates to participation at the annual AFM. Any reference to IFTA Arbitration or the IFTA Arbitration Rules in these Guidelines shall include those arbitrations conducted under the IFTA Rules for International Arbitration and/or American Film Marketing Association Rules and/or AFMA Rules. IFTA encourages the use of arbitration to resolve disputes between parties in the entertainment industry through the IFTA created and operated Arbitration Tribunal. Neither IFTA nor the AFM is responsible for the outcome or decision of any such arbitration.

A company may, but is not required to, utilize the Independent Film & Television Alliance Rules For International Arbitration ("Independent Film & Television Alliance Arbitration Rules" or "IFTA Rules") by incorporating into its license agreements a dispute resolution provision relying on the IFTA Arbitration Rules. Any company interested in the IFTA Arbitration Rules may obtain a copy by contacting IFTA or visiting its website at www.ifta-online.org.

IFTA's Board of Directors has established the AFM as a forum to facilitate the international licensing of films and television programs and to provide a benefit to IFTA's Members, as well as non-IFTA Members. To ensure the integrity of the AFM, IFTA has developed the following procedures for barring attendance at the AFM. Section Three of the AFM Guidelines applies to all arbitrations conducted under the IFTA Rules for International Arbitration including any arbitrations conducted under any prior name including AFMA Arbitration and American Film Marketing Association Arbitration. Under this section, a party failing to satisfy a confirmed IFTA Arbitration award may be barred from attending up to two (2) AFMs. A party may also be barred from AFM under this section if it has outstanding financial obligations to IFTA and/or IFTA Arbitrators.

B. BARRING FROM ATTENDANCE AT AFM FOR FAILURE TO SATISFY AN IFTA
ARBITRATION AWARD

1. Definitions:

1.1 "Affiliate" means an entity owned or controlled by another company or which entity is owned or controlled by an Affiliate of another company. For purposes of this definition, "Owned by" means ownership of shares of stock or other evidence of ownership in an amount exceeding 50%. "Controlled by" means that one company has the authority to determine the business decisions of another entity.

1.2 "IFTA Arbitration" means any arbitration conducted pursuant to the IFTA Rules for International Arbitration, the AFMA Rules for International Arbitration and/or the American Film Marketing Association Rules for International Arbitration and administered by the IFTA Arbitration Tribunal or its predecessors, AFMA Arbitration Tribunal and American Film Marketing Association Arbitration Tribunal. Each party or its Affiliate must be a party to the agreement in dispute or have agreed in writing to be bound by the arbitration provisions of the agreement. A Person also may be assigned the right to bring or defend an arbitration if at the time of bringing such action, the Person (i) is a real party in interest to or a third-party beneficiary of the agreement; (ii) is the owner, distributor, sales agent, licensor or licensee of, or possessor of other rights in, an Affiliate of, a party holding rights in the motion picture or television program under the agreement; or (iii) is a producer, financier, or distributor or an Affiliate of the producer, financier, or distributor of the motion picture or television program under the agreement.

1.3 "Buyer" means a Person who registered and attended as a designated "Buyer" at an AFM that occurred no more than three (3) years prior to the commencement of the IFTA Arbitration.

1.4 "Confirmed Award" means an IFTA Arbitration award issued by an arbitrator that has been reduced to a final judgment, such that no further appeal is available to any Non-Prevailing Party or Prevailing Party by a court of competent jurisdiction, or otherwise finally adjudicated as a civil judgment in any country that recognizes foreign judgments or arbitral awards.

1.5 "Due Notice" means a written statement sent by certified or registered mail, courier, telex, or facsimile to the address shown for the Non-Prevailing Party in the parties' agreement or to any address which the Prevailing Party has been informed by the Non-Prevailing Party or which is known to be the last known place of business, habitual residence, or the mailing address of the Non-Prevailing Party. If the sender has reasonable grounds to believe that such notice will not reach the recipient, then Due Notice also shall require publication of the Notice for three (3) consecutive days in a newspaper of general circulation in the community where the recipient lives or maintains its offices, and in an international trade paper of general circulation in the country where the recipient is domiciled. The written statement must be in the native language of the recipient, or the language in which negotiations regarding the subject matter of the IFTA Arbitration were conducted.

1.6 "Exhibitor" means a Person who registered and attended as a designated "Exhibitor" an AFM that occurred no more than three (3) years prior to the commencement of the applicable IFTA Arbitration.

1.7 "Non-Prevailing Party" means any Person who was a party to an IFTA Arbitration against whom the arbitrator rendered an IFTA Arbitration award or any Person who was the assignee or successor to the rights of such Person under an agreement described in Paragraph 1.2 of this Section Three B. or any Person against whom a court has rendered a Confirmed Award based upon an underlying IFTA Arbitration award.

1.8 "Notice of Barring" means a written statement from IFTA notifying the Non-Prevailing Party that is barred from attending the next AFM. The Notice of Barring shall be sent by certified or registered mail, courier, telex, or facsimile to the address shown for the Non-Prevailing Party in the parties' agreement or to any address which the Prevailing Party has been informed by the Non-Prevailing Party or which is known to be the last known place of business, habitual residence, or the mailing address of the Non-Prevailing Party.

1.9 "Person" means any natural person or legal entity.

1.10 "Prevailing Party" means any Person who was a party to an IFTA Arbitration, in whose favor the arbitrator rendered an IFTA Arbitration award and any Person who was the assignee or successor to the rights of such Person under an agreement described in Paragraph 1.2 of this Section Three B.

2. Prevailing Party's Demand:

If any Prevailing Party has obtained a Confirmed Award in IFTA Arbitration, and the Non-Prevailing Party has not fully satisfied such Confirmed Award, then the Prevailing Party may apply to IFTA to bar the Non-Prevailing Party from attending the AFM in accordance with the following:

2.1 The Prevailing Party must submit to IFTA a written demand requesting that the Non-Prevailing Party be barred from the AFM in accordance with the Market Rule for failure to satisfy a Confirmed Award (a "Demand"); and

2.2 A Demand may be submitted any time after a Confirmed Award has been rendered provided that no further appeal is available to any Non-Prevailing Party or Prevailing Party by a court of competent jurisdiction. However, IFTA will not bar the Non-Prevailing Party from the next AFM unless a Demand that meets all of the requirements of Paragraph 2.3 of this Section Three B. is received by IFTA at least seventy-five (75) calendar days prior to the start of such AFM; and

2.3 A Demand must contain: (i) a statement, to the best of the Prevailing Party's knowledge describing the identity of the Non-Prevailing Party and the Non-Prevailing Party's current address, telephone, facsimile and other contact information; (ii) a copy of the final award rendered in the IFTA Arbitration; (iii) a copy of the judicial order making the IFTA Arbitration award a Confirmed Award; (iv) a copy of the Prevailing Party's Due Notice to the Non-Prevailing Party demanding satisfaction of the Confirmed Award; (v) a statement of the exact amount of and/or conditions of the Confirmed Award as of the date of the Demand; (vi) a statement from an authorized executive or officer of the Prevailing Party or its legal counsel that all of the documents and information submitted to IFTA are true and correct to the best of his or her knowledge and (vii) a statement from an authorized executive or officer of the Prevailing Party or its legal counsel that the judgment is final pursuant to Paragraph 1.4 of this Section Three B. to the best of his or her knowledge.

3. Notice from IFTA to the Non-Prevailing Party:

In accordance with Paragraph 2 of this Section Three B., IFTA or persons authorized by the IFTA to do so, will promptly evaluate the Demand for compliance with this section. Any defect in the Demand will cause it to be returned to the Prevailing Party for resubmission in the proper form. Upon determination that a Demand satisfies the applicable Market Rules, IFTA will provide the Non-Prevailing Party notice of the Demand. Failure to fully satisfy the Confirmed Award may result in the Non-Prevailing Party being barred from the AFM.

4. Barring From American Film Market:

If, within ten (10) calendar days of transmission of IFTA's notice of the Demand to the Non-Prevailing Party, IFTA has not received written evidence from the Non-Prevailing Party that it has satisfied the Confirmed Award, and if applicable, paid all related interest and costs, then IFTA will send a Notice of Barring to the Non-Prevailing Party stating that the Non-Prevailing Party may not attend the next AFM in any capacity whatsoever. Notwithstanding the Notice of Barring, upon submission at any time to IFTA of irrefutable evidence, in a form satisfactory to IFTA, that such Confirmed Award plus interest and costs (if applicable) has been satisfied, IFTA will lift the barring. However, with respect to an Exhibitor, if such evidence is not submitted to IFTA at least twenty-one (21) calendar days prior to the start of such AFM, Exhibitor’s office will be deemed abandoned and all previously paid office and exhibitor fees will be forfeited.

5. Renewal of Demand:

A Prevailing Party may file a second Demand to bar a Non-Prevailing Party from attending a second AFM upon the satisfaction of the conditions in Paragraphs 2., 3., and 4. of this Section Three B. However, in no case may a Non-Prevailing Party be barred from attending more than two (2) AFMs for failure to satisfy the same Confirmed Award.

6. Withdrawal of Demand:

A Prevailing Party may at any time withdraw its Demand in writing, even after Notice of Barring has been sent to a Non-Prevailing Party and IFTA will lift the barring accordingly. If the withdrawal is given in sufficient time to allow the Non-Prevailing Party a reasonable opportunity to attend the AFM, then IFTA will send the Non-Prevailing Party a notice that the Demand was withdrawn and it will be treated as null and void. Notwithstanding such withdrawal, if the Non-Prevailing Party is an Exhibitor, the provisions of Paragraph 4. of this Section Three B. will apply.

7. Indemnification of IFTA:

As a condition of IFTA sending its notice of a Demand to bar a Non-Prevailing Party, the Prevailing Party agrees to indemnify and hold harmless IFTA and its officers, executives, representatives, employees, and Members (other than the Non-Prevailing Party) from any claims, costs, liabilities, damages, judgments or expenses (including attorneys' fees) which arise in connection with such notice and barring of the Non-Prevailing Party, including the publication of barring information, on such terms and conditions as IFTA believes appropriate. The Prevailing Party's Demand shall constitute the Prevailing Party's agreement to indemnify and hold harmless IFTA.

8. Publication:

IFTA may in its sole discretion publicize information regarding a barring and/or any decision by IFTA in connection with a Demand or arbitration generally.

C. BARRING FROM ATTENDANCE AT AFM FOR FAILURE TO PAY ARBITRATION FEES

If a Person agrees to use the IFTA Rules for International Arbitration, then the Person must satisfy all of its outstanding financial obligations to IFTA and the arbitrator(s) involved after a final IFTA Arbitration award has been issued. All such obligations to IFTA and to the arbitrator(s) must be fully satisfied before a Person may participate in an AFM. Subject to Section 3. B., Paragraph 4., a Person may be barred from AFM under this Paragraph C. if such Demand is made by an arbitrator and received by IFTA at least seventy-five (75) calendar days prior to the start of such AFM. In the case of unpaid obligations to IFTA and in accordance with Section 3. B., Section 4., IFTA may bar any Person from such AFM at its sole discretion.

D. SPECIAL CONCERNS FOR EXHIBITORS

Under no circumstances may an Exhibitor badge any Person who (a) has been barred from the AFM or (b) is employed by or (c) is a consultant to a company that has been barred from attendance at this year's AFM. Any individual who was badged at the last AFM by a currently barred company will be presumed to still be in the employ of such barred company. An Exhibitor may badge such an individual only on presentation of bona fide documentary evidence that such individual is no longer employed by the barred company. Subject to Section 3. B., Paragraph 8., a list of all barred Persons will be available at www.americanfilmmarket.com at least twenty-one (21) calendar days prior to the AFM and will be updated if necessary as changes occur.

Any Exhibitor that badges a Person in violation of any Market Rule(s) may be assessed a $2,000 fine per infringement. In addition, the Exhibitor's badges may be revoked, and the Exhibitor may be prohibited from attending future AFMs.

SECTION FOUR: APPLICATION AND ENFORCEMENT OF MARKET RULES

IFTA reserves the right to determine the application and enforcement of the Market Rules. Failure to abide by the Market Rules may result in revocation of previously granted badges and/or prohibition of the company, its affiliates, and all such individuals from participating at future American Film Markets. In the event of such revocation, AFM shall have the absolute right to prohibit entry to the AFM. Also, in such event, the Person shall not be entitled to a refund or rebate of any fees previously paid to the AFM or to IFTA, nor shall the AFM or IFTA be responsible in any way for any of the costs which the company, or such individuals, may have incurred in connection with, preparation for, or attendance at the AFM.