Aug. 19.] THE NEW ZEALAND GAZETTE. 2267

(19) Assignment.

This agreement shall not be assigned, transferred, or otherwise disposed of by the exhibitor to any other person without the written consent of the renter, which consent shall not be arbitrarily withheld, and shall not in any case be effective until such other person has agreed with the renter to carry out the terms and provisions hereof. Notwithstanding such consent, the exhibitor shall remain responsible to the renter hereunder unless a release from liability is given to him in writing.

(20) Waiver.

The waiver by either party of any breach or default by the other party shall not be construed as a waiver of any other or subsequent breach or default by such other party whether similar or otherwise.

(21) Notices.

(a) All notices to be given to either party hereunder shall be sufficiently served if sent by prepaid post to the address of the party to whom notice is given last known to the other party, and any notice so sent shall be deemed to have been received on the day when it would have ordinarily been received in the course of post: Provided that any notice of the despatch of film or accessories shall be addressed to the theatre to which the film is booked.

(b) Any notice of availability given to the exhibitor under the provisions of section 9 of the Cinematograph Films Amendment Act, 1934, shall expressly intimate that it is an availability notice under the Act.

(22) No Partnership.

It is expressly agreed that this agreement in no way constitutes a partnership between the parties hereto.

(23) Oral Promises.

No oral promise, representation, understanding, or agreement in reference hereto shall be of any force or effect.

(24) Stamp Duty.

The renter has the right to stamp his copy of this agreement and to charge the exhibitor with the amount of stamp duty paid thereon.

(25) Theatre closed.

In the event of the said theatre being closed by Government Proclamation or by Parliamentary, Ministerial, departmental, or local authority (statutory or otherwise) under any real or assumed authority or power not being due to any withdrawal or suspension of the exhibitor’s license in respect of such theatre for any cause within the power of the exhibitor to remedy, or in the event of such theatre being destroyed or damaged to such an extent as to be unfit for use or occupation so that any film to be exhibited hereunder cannot be exhibited on the day or days when it should be so exhibited, then this contract shall terminate in respect of such number of films as would have been exhibited in the theatre in terms of this contract: Provided that in the event of screening not being resumed by the exhibitor in the said theatre or a substitute theatre in or near the same locality within forty days next after the day when a film was last screened therein, the renter shall have the right of terminating this agreement, in which case the agreement shall be deemed to have terminated at the date when the theatre closed owing to one or either or all of the causes aforesaid. Such determination of the agreement shall be without prejudice to the rights of either party in respect of any matter then outstanding between them under this agreement up to the time of such determination.

(26) Breach.

(a) If during the term hereof the renter fails or refuses to deliver and/or the exhibitor fails or refuses to exhibit any of the said films (save and except such as may be rejected under section 8 of the Cinematograph Films Amendment Act, 1934, or where elimination of any film or delay or failure is due to any of the permissible reasons provided herein), or if either party violate or breach the provisions contained herein, the renter or the exhibitor, as the case may be, shall pay to the other party the damage so caused.

(b) If the exhibitor—

(i) Shall fail or refuse to pay the rental of any such film as provided in this agreement or to furnish statements of the receipts of such theatre if any are required hereunder, or to give the renter’s representative access to the said theatre or its box-office and/or to the exhibitor’s books and records relative to films the rentals of which are based upon the said theatre’s admission receipts as herein provided; or

(ii) Makes default in the due observance and performance of the obligations on his part under clauses numbered 2 (Time and Place of Exhibition), 7 (Admission Prices), 11 (Copyright), 15 (Insurance), 16 (Broadcasting), and 18 (Observance of Acts and By-laws), or any of them; or

(iii) Commits any other breach going to the root of the contract; or

(iv) Becomes insolvent or is adjudicated a bankrupt, or in the case of a company goes into liquidation except for reconstruction, or executes an assignment for the benefit of his creditors; or if a receiver is appointed for any of the property of the exhibitor; or

(v) Voluntarily or by operation of law should lose control of the said theatre or of his said interests therein, making it impossible for the exhibitor to exhibit the said films at the said theatre;

then, upon the happening of any one or more of said events, the renter may at his option (1) terminate this agreement, or (2) suspend the delivery of films hereunder until such default or defaults should cease and be remedied: Provided that the renter may not suspend delivery of films as provided herein on account of any payment arising out of this agreement which may be bona fide in dispute and in respect of which arbitration as provided for in this agreement is applied for. The lodgment of the amount in dispute with the Secretary of the New Zealand Motion Picture Exhibitors’ Association to abide the result of the dispute shall be a sufficient warranty of the exhibitor’s bona fides.

(c) In the event of suspension of delivery by the renter in exercise of the foregoing power in that behalf, the renter shall have the right to reduce the number of films by the number the delivery of which is suspended pending rectification of the breach, and to deal with such suspended films in all respects as the renter thinks fit.

(d) If the renter shall—

(i) Persistently fail to supply film on due dates; or

(ii) Give prior exhibition to a competitive theatre in breach of this agreement; or

(iii) Commit any other breach going to the root of the contract

then, upon the happening of any of such events, the exhibitor may at his option—

(1) Terminate this agreement; or

(2) Suspend payments herein until such default or defaults shall cease and be remedied, and in the event of such suspension may reject such number of films as would otherwise have been screened by him during such period of default in addition to any other rights of rejection he may have hereunder.

(e) It is agreed that the exercise of any of the said remedies by the renter or the exhibitor shall be in addition to and without prejudice to any right or remedy of either against the other at law or in equity and/or otherwise provided for in this agreement.

(27) Tender of Film.

In any circumstances arising in connection with the exercise by the renter of its remedies under this agreement where the formal tender to the exhibitor of any film may be necessary to the proper exercise of any such remedy a written offer to supply such individual film on the due date shall for that purpose be deemed a sufficient tender to the exhibitor of the film therein named. No such offer shall be effective unless it contains an intimation that it is intended as a formal tender of film for the purposes of this clause.

(28) Arbitration.

If any question or difference whatsoever shall arise between the parties hereto touching these presents, or any clause or thing herein contained, or the construction of this agreement, or as to any matter in any way connected with or arising thereout or the operation thereof, or the rights, duties, or liabilities of either party in connection with the premises, then, and in every such case, unless the parties concur in the appointment of a single arbitrator, the matter in difference shall be referred to two arbitrators, one to be appointed by each party to the difference, or to an umpire to be appointed by the arbitrators pursuant to and so as with regard to the mode and consequence of the reference, and in all other respects to conform to the provisions in that behalf contained in the Arbitration Act, 1908, or any then subsisting statutory modification thereof: Provided, however, that in the case of any such question or difference (excepting where in any particular previous clause of this agreement an express