EXHIBIT 10.18
LICENSING AGREEMENT REGARDING VIDEO RIGHTS
PARTIES;
Xxxx Xxxxx Productions, a legal entity under the law of the state of
California (USA), based and registered as well as holding office in Delaware on
0000 Xxxxxx Xxxxxxxxx, Xxxx Xxxxxxxxx, Xxxxxxxxxx 00000, hereafter: Licensor
and
The private limited liability company under Dutch law de besloten
vennootschap met beperkte aansprakelijkheid Global Distributors Netherlands BV,
based and registered at Van Xxxxxxxxxxx 00 A, 6658 KE, gemeente Beneden-Leeuwen,
The Netherlands, hereafter: Licensee;
WHEREAS:
With the going into effect of the following agreement licensor owns or is
entitled to commit acts of disposition worldwide concerning the following rights
in the hardcore version:
NEW TITLES:
100 % NATURAL
BODY ILLUSION
CAN'T STOP ME
EXPERIMENT IN SEX
FOOL FOR LOVERS
FRIENDS & LOVERS
GRACED
JUST SEX
MIND PHUK
OUT OF CONTROL
OUT OF CONTROL AGAIN
PASSION DESIGNER
PERFECT PINK PART 14
PSYCHOSIS
REFLECTIONS
SECRET DREAMS
OLD TITLES:
INDUSTRIAL SEX
INVENTING STAR
KILLER SEX
LIPSTICK
MEN ARE FROM MARS
NAUGHTY PINK
PERFECT PINK PART 12
PERFECT PINK PART 13
SEX GAMES
SEXY SIRENS
BEAUTYFUL COUPLES
BLONDE ON BLONDE
COOL BABES, HOT BODS
DRIPPING FUCKING WET PART 1
DRIPPING FUCKING WET PART 2
DRIPPING FUCKING WET PART 3
DRIPPING FUCKING WET PART 4
FAST & FEMALE
1. During the term of the following agreement licensor will become entitled
to commit acts of disposition worldwide concerning other, new, motion pictures
(titles) intended for viewing by adult audiences, i.e. sex films of an explicit
nature with at least an X-rating under US-law and in the hard core version;
1.1. Licensor has made available to licensee before the going into effect
the titles mentioned above and licensor has selected already all old titles to
order during the term of this agreement as well as the first order of new titles
to be made during the term of this agreement;
1.2. Licensee distributes, reproduces, prints, manufactures, sells films
of the nature mentioned before;
1.3. Licensor is not active on the whole European market and here offers
to license the rights mentioned above exclusively to licensee under the terms
and conditions mentioned hereunder for the whole of Europe, exclusive the
Iberian Peninsula (Spain and Portugal) and the countries of the former Soviet
Union;
1.4. Licensee accepts this offer under the terms and conditions mentioned
below;
HAVE AGREED AS FOLLOWS:
ARTICLE 1 DEFINITIONS
Titles: All movie pictures licensor owns and/or is entitled to commit acts of
disposition with;
Licensed titles: Titles licensed to and selected by licensee following the
procedure mentioned in article 2;
New title: a movie picture manufactured and/or released by licensor no matter
were or how, not longer then 2 months before being offered by licensor to
licensee following the procedure mentioned in article 2. However, a new
compilation or remix of other titles is not regarded as a new title in respect
of this agreement;
Old title: a movie manufactured and released longer then 2 months before being
offered by licensor to licensee following the procedure mentioned in article 2.
However, any compilation or
remix of movies manufactured and/or released before is in respect of this
agreement considered as an old title;
Licensed rights: the exclusive right for a period of 7 years after licensing by
licensee, under copyright to reproduce, print, manufacture, sell and distribute
licensed titles and still images (either in whole or in part) taken from the
licensed titles, in home video format and/or stills only for the whole of
Europe, excluding the Iberian Peninsula (Spain and Portugal) and the countries
of the former Soviet Union;
Territory: the whole of Europe, excluding the Iberian Peninsula (Spain and
Portugal) and the countries of the former Soviet Union;
Term of agreement: from October 2003 until August 31 2004
ARTICLE 2 LICENSING TITLES, PROCEDURE
2.1 With the going into effect of this agreement licensor has made
available to licensee an overview/list of all the titles now available for
license;
2.2 Starting October 2003 licensor will, not later then the first day of
every month during the period this agreement is in effect, will present a
written list of all the new titles to licensee. Licensor will supply these new
titles to licensee with the standard quality adult-features as licensee is used
to receive;
2.3 Provided that at least 8 new titles are made available by licensor (of
a quality of at least 6) for license in the month following the procedure
mentioned in article 2 sub 2, licensee is obliged to select and license at least
6 (six) new titles at a flat fee of $[__________________] [AMOUNT REDACTED - A
REQUEST FOR CONFIDENTIAL TREATMENT HAS BEEN FILED PURSUANT TO RULE 406 OF THE
SECURITIES ACT] per new title;
In case in any given month during the term of this agreement, less new
titles then the numbers mentioned above are available to licensee of the
standard quality, the number of titles to license is lowered pro rata;
2.4 licensee hereby commits to buy at least 6 new titles for the coming 10
month's (starting the 31st of November 2003) when licensee fails to purchase or
pay this quantity of new releases within this period, licensee will loose all
rights of this contract and licensor is free to re-sell these licensed-titles to
a third party.
2.5 The license fee is due monthly before the 31st of the month (starting
before the 31st of November 2003)
ARTICLE 3 DELIVERY
3.1 Not later then the 10th of every month (including listed new and old
titles above) licensor shall deliver art work and a DV Cam/Betacam SP of each
licensed title to licensee as well as a list of the licensed titles. Licensor is
free to present this list in the form of a (draft of an) invoice provided
reference is made to this agreement;
3.2 The delivery of each licensed title consists of the artwork and the
masters, and one DV Cam in the NTCS format (hard version), or a BETACAM-SP
master in the NTSC format (hard version), one CD/Rom in layers of both,
video-box and DVD-sleeve artwork, 20 hard and 20 soft chromes, and a proof of
the fact that all actors and actresses concerned (model-releases), were at least
18 years or older during the production of the licensed titles.
ARTICLE 4 WARRANTS COCNERNING AGES ACTORS/ACTRESSES
4.1. Licensor warrants, indemnifies and holds harmless licensee completely
concerning the ages of the actors/actresses in the titles.
ARTICLE 5 COPYRIGHTS
5.1 Licensor guarantees licensee that he owns and/or is entitled to commit
acts of disposition concerning the titles presented to licensee. Licensor
indemnifies and holds licensee harmless both completely and unconditionally in
that respect.
5.2 Licensor herein grants licensee the rights, at the licensee's expense
but in licensor's name, to obtain copyright or other legal registration of the
licensed titles in the Territory. Licensor constitutes licensee, licensor's
attorney during the term hereof, but at licensee's expense, to lawfully protect
the licensee's rights of the licensed titles, provided that licensee shall
indemnify and hold harmless licensor from any cost, loss or responsibility
whatsoever arising from the exercise of any power conferred upon licensee
herein;
5.3 Regarding protection of parallel import, into licensee's territory,
licensor will only grant the distributor of the Iberian Peninsula (Spain and
Portugal) and the distributors of the countries Of the former Soviet Union, to
release the movie's (DVD-VHS) in their own language only (Spanish-Portuguese-
former U.S.S.R languages).
ARTICLE 6 DEFAULT
6.1 Without prejudice to their respective rights to demand total
compensation of damages to the party in default, parties in case one or both
parties act in deviance or default of this agreement both have the right to
terminate the agreement after haven given proper notice to the other party by
registered mail and/or fax and/or recognized international courier. If served by
courier, service shall be conclusively deemed made seventy-two (72) hours after
deposit thereof, postage prepaid, addressed to the other party to who service is
to be given, as hereinafter provided. All notices or demands to either party
must be given at the following addresses or such other addresses as either party
from time to time may designate by notice given to the other party as aforesaid.
6.2 Any notice or other communication required or permitted hereunder
shall be sufficiently given if sent by e-mail, fax or nationally recognized
international courier and addressed as follows:
If to Licensor: Xxxx Xxxxx Productions, Inc.
0000 Xxxxxx Xxxx.
Xxxx Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxx, CEO
Telephone: (000) 000-0000
Fax: (000) 000-0000
E-mail: xxx@xxxxxxxxxxxxxxxxxxxx.xxx
If to Licensee: Global Distributors NetherlandsBV
Van Xxxxxxxxxxx 00X
0000 XX Xxxxxxx-Xxxxxxx
Xxx Xxxxxxxxxxx
Attention: Th.X.X. Xxxxxxx
Telephone: 000-00-000-000000
E-mail: xxxx@xxxxxxxxxxxxxx.xxx
ARTICLE 7 MISCELLANEOUS
7.1 This Agreement contains the entire agreement and understanding between
the parties hereto and supersedes and replaces all prior negotiations and
agreements between the parties hereto, or any of them, whether written or
verbal;
7.2 If any provision of this Agreement is held to be invalid, void or
unenforceable, the balance of the provisions shall, nevertheless, remain in full
force and effect and shall be in no way affected, impaired or invalidated.
7.3 This Agreement shall be binding upon and inure to the benefit of each
of the parties, their respective assigns, successors in interest and legal
representatives.
ARTICLE 7a ATTORNEYS' FEES
In the event that any party hereto should bring any action, suit or other
proceeding against any other party hereto, contesting the validity of this
Agreement, or attempting to enforce, remedy, prevent or obtain relief from any
breach of this Agreement, or to rescind, negate, modify, or reform this
Agreement, any of the terms or provisions hereof, or any of the matters referred
to herein, the prevailing party shall recover all of such party's attorneys'
fees and costs incurred in such action.
ARTICLE 7b APPLICABLE LAW AND JURISDICTION
This Agreement is made and entered into in the State of California, USA
and shall in all respects be interpreted, enforced and governed by and under the
laws of said State.
Thus agreed and signed,
Asmterdam, 00-00-0000 Xxxx Xxxxxxxxx, XX, XXX 23/9/03
/s/ Th.X.X. Xxxxxxx /s/ Xxxxxx Xxxxxxxxx
--------------------------- -----------------------------
Global Distributors Xxxx Xxxxx Productions, Inc.
Netherlands BV Xxxxxx Xxxxxxxxx, CEO
Th.X.X. Xxxxxxx, CEO
TOTAL SUM OF THIS AGREEMENT FOR 34 TITLES:
MATERIALS, TOTAL: U.S. $[_______________][AMOUNT REDACTED - A
REQUEST FOR CONFIDENTIAL TREATMENT HAS BEEN FILED
PURSUANT TO RULE 406 OF THE SECURITIES ACT]
LICENSING FEES, TOTAL: U.S. $[_______________][AMOUNT REDACTED - A
REQUEST FOR CONFIDENTIAL TREATMENT HAS BEEN FILED
PURSUANT TO RULE 406 OF THE SECURITIES ACT]
