MARMALADE AUDIO LIMITED

All transactions with Marmalade Audio Limited ("Marmalade") are subject to the terms and conditions of trading ("the conditions") set out as follows.

By the booking commissioning or hiring of Marmalades facilities or equipment the client agrees to be bound by the terms and conditions of trade as set out below.

Notification of studio time for facilities to be cancelled or rescheduled must occur 24 hours (48 hours for Studio A) prior to the session (excluding weekends and public holidays). For block booking of two or more days, the notice required to cancel or change a booking is equal to the amount of the time booked.

In the event of less than the required notice being given, the client will be charged for 50% of the time booked. If less than half the required notice is given, a client will be charged for the full price of the time booked.

In order to keep rates at a minimum, clients are requested to give us as much notice as possible of all cancellation and change.

All written quotations constitute a firm offer at the stated cost to the client based on the original specifications given by the client and shall be valid for 30 days from the date of issue of the quote.

Additional charges will apply in respect of quotes (whether accepted or not) to all services and facilities outside the original specifications or where conditions outside the control of Marmalade cause delay or increase the hours or cost of production.

Estimates are given as an indication only of costbased on the known conditions of the client's requirements.

Where an estimated price is given, it is based on the actual time of production or post production and all incidental expenses including, without limitation, disbursements, GST (where stated), and fees. All costs for talent, hire, and materials required to complete the job to the client's specification will also be charged to the client.

Except where written quotes are given and accepted, all rates are subject to alteration and Marmalade shall be entitled to charge the client any tax or duty payable in respect of facilities or services.

DEPOSITS

All Studio A music jobs require either a NZD$200 deposit or the estimated price for the session whichever is the lower, to confirm a booking. Bookings must be confirmed (with deposit paid) a minumum of three (3) working days before the commencement of the first session. Failure to confirm time and pay the deposit means the client will lose their hold over the facility at the time booked and will be required to reschedule.

Notification of studio time to be cancelled or rescheduled must occur 24 hours (48 hours for studio A) prior to the session (excluding weekends and public holidays). For block booking of two or more days, the notice required to cancel or change a booking is equal to the amount of the time booked.

PAYMENT OF ACCOUNTS

Unless otherwise specified invoices are payable on the 20th of the month following the date of the invoice.

Where a written quote provides for payment in advance or by installments, work will not proceed unless payments are made on the dates specified in the quote.

STORAGE AND PROPERTY

Any tape stock purchased from Marmalade for use in the production and other retention material ("retention materials") will be stored free of charge for a period of two years following the completion of the production.

The client agrees to remove at the client's own expense within 30 days after written notice from Marmalade all retention materials in storage. If the client fails to so remove the retention materials. Marmalade shall have the right to destroy, erase, re-use or make any disposition of such retention material without liability to the client or any other person. Should Marmalade elect to continue storage of the retention materials after such 30 day period Marmalade shall have the right at it.s dis2cretion to charge storage at the current Industry standard rates.

Marmalade may store such retention materials at any place that Marmalade deems fit.

RISK & INSURANCE

Marmalade assumes no risks for and makes no guarantees concerning the content of materials prepared for clients or for delivery schedules, arrival times, or broadcast dates of materials prepared for clients. All risks for content and delivery are assumed by and are solely those of the client and Marmalade will not be liable to the client for any claims or damages whatsoever relating to content and delivery.

All data, documents, and tapes are received and stored by Marmalade solely at the client's risk and clients shall ensure that all such items are insured against loss or damage by fire, burglary, theft and any other cause whatsoever.

All data, documents, and tapes are accepted by Marmalade on the express condition that Marmalade will not be liable for any loss, damage, deterioration or delay whatsoever in respect of any data, documents, and tapes handled by it even when such loss, damage, deterioration or delay may have been occasioned by the negligence or wrongful act default or breach of contract on the part of Marmalade its servants or agents or others for whose acts it would otherwise be responsible.

INDEMNITY & CLIENT RESPONSIBILITY, COPYRIGHT AND DEFAMATORY MATERIAL

Clients are responsible for any copyright clearance on all picture, music and/or commentators fees and all other material required for the purpose and territories for which distribution is intended and indemnify Marmalade in all respects against any claim by a third party for infringement of copyright or other right of intellectual property, or any claim for defamation or any other alleged claim whatsoever relating to the material comprised in the film, videotape or audiotape.

ERROR AND NOTICE

If technical errors occur from Marmalade’s failure to use due care or from malfunction of materials of Marmalade or subcontractors the client shall notify Marmalade in writing of such errors within 30 days after delivery of the completed work.

Marmalade shall correct such errors at its own expense and such correction shall be the client's sole and exclusive remedy.

Correct notification of technical errors shall be a condition precedent to any obligations of Marmalade.

Marmalade’s above obligations do not apply where the client is present at the production or has viewed or listened to the completed product prior to delivery. In such cases the client shall be deemed to have accepted delivery of the completed product without recourse.

GENERAL

The client shall indemnify Marmalade from and against all actions, proceedings, claims, demands, damages, costs, losses and expenses made or to be made against Marmalade or incurred or to be incurred by Marmalade in respect of any injury to person or damage to property caused by or in connection with or arising out of the use of any facilities by Marmalade in relation to the work done for the client or of any breach by the client of any of these conditions.

Mechanical copyright applies to all recorded materials. Therefore masters may be removed only with the prior permission of Marmalade in writing. Copies of the master will be chargeable to the client as dubs.

LIMITATION OF LIABILITY

Marmalade shall not be liable for any loss or damage by hiring equipment whether such loss or damage is to the hirer or its property or any other person, firm or corporation nor shall Marmalade be liable for delay or failure thereof or any interruption of use of same or loss resulting therefrom. The hirer takes full responsibility for the correct operation of the hired equipment.

In the event of loss or damage to any equipment hired during the hire period the client shall be liable for all costs and expenses repair or replacement as the case may be and rental of the rate set forth may be charged for the period of time until the lost or damaged equipment is replaced or repaired.

LIEN ON CLIENT PROPERTY

Marmalade shall have a general lien on all tapes and other goods of the client in the possession of Marmalade for any sum for the time being owing to Marmalade by the client or on any account and such lien shall be enforced by sale or any other way permitted by law.

PRODUCTION STANDARDS

The client hereby agrees to accept all Marmalade production quality standards, operating procedures, contractual commitments and agreements and shall indemnify Marmalade against all loss and damage arising In relation to these matters.

AVAILABILITY OF FACILITIES

Marmalade offers its facilities and services as they are available and reserves the right to assign and charge its facilities and services at its discretion. Marmalade reserves the right to decline bookings of its facilities at its sole discretion and for any reason.

FRUSTRATION

Should the completion of any job be rendered impossible by causes beyond Marmalade’s control Marmalade shall incur no liability for completion. However, full payment shall be made to Marmalade by the client for the portion of the job which has been completed up to the point where it is determined by Marmalade that no further work can he accomplished.

RIGHT OF EXHIBITION

The client grants to Marmalade the right to: (A) Exhibit the client's materials to others for the purpose of demonstrating the work of Marmalade; and (B) Make duplications of the client's materials for the above purpose.

The client acknowledges that Marmalade may contract with competitors of the client and acknowledges that its materials may be viewed or heard inadvertently by such competitors. The client shall indemnify Marmalade from and against any damages, claims or losses whatsoever arising from the exhibition of the client's materials to other persons.

Marmalade shall have the right to use the client's name and publicise, advertise or otherwise exploit the client's order or purchase of services and facilities from Marmalade.

The published terms and conditions shall constitute the whole terms of contract between Marmalade and the client and shall not be varied other than by written amendments signed on behalf of Marmalade by an authorised representative of Marmalade All implied conditions and warranties, statutory or otherwise are hereby excluded.