JOINT VENTURE AND DISTRIBUTION AGREEMENT
THIS AGREEMENT is entered into as of June 1, 1995 between Xxx Xxxxxxx
("Xxxxxxx") c/o Xxxx Xxxxxxx, Golden Rule Administrators. 00-00 00xx Xxxxxx,
Xxxxxxx, Xxx Xxxx 00000, and Xxxxx X. Xxxx ("Xxxx") of 000 X. Xxxxxxxxx Xxxxx,
Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 with reference to the following
facts:
X. Xxxxxxx owns, controls and is a successor-in-interest to certain
master recording catalogs including without limitation the "Magnum" catalog and
other various catalogs;
X. Xxxx owns, controls and is a successor-in-interest to certain master
recordings previously known as the "JAD" and "JODA" catalogs;
X. Xxxx and Xxxxxxx desire to join together and combine The Magnum, JAD
and JODA catalogs (other than master recordings embodying the performances of
Xxx Xxxxxx and the Wailers) (the "Marley Masters") for purposes of manufacturing
and selling phonograph records of such Magnum, JAD and JODA master recordings
(the "Subject Masters");
X. Xxxx and Xxxxxxx desire to exploit the Subject Masters under the
company name "Black Tiger Records" or such other name mutually agreed to; and
X. Xxxx and Xxxxxxx desire to have Xxxx' record distributing company,
Anansi Records ("Anansi") and its designees and licensees perform customary
distribution services for Black Tiger Records.
Now, therefore in consideration of the mutual covenants and promises herein, the
parties hereto agree as follows:
1. CATALOG EXPLOITATION AS BLACK TIGER RECORDS. Xxxx and Xxxxxxx shall
jointly contribute Subject Masters sufficient to fulfill the delivery
requirements requested by the current Anansi record distributor, AEC
Distribution Inc., ("AEC"), currently anticipated to be ten (10) albums every
ninety (90) days or thirty (30) albums each year. All Subject Masters
contributed hereunder shall be subject to the terms and conditions hereof and
shall be exploited under the company name, "Black Tiger Records". The Subject
Masters shall expressly include the Magnum catalog and the JAD/JODA catalogs,
but shall expressly exclude the Marley Masters. All "Net Receipts" received in
connection with Anansi's exploitation of the Subject Masters shall be paid as
follows:
Fifty percent (50%) to Xxx Xxxxxxx or his designee; and Fifty percent
(50%) to Xxxxx Xxxx or his designee.
2. TERRITORY. The World.
3. TERM. The "Term" of the Agreement shall be for an initial contract
period commencing on the date hereof and ending upon the date three (3) years
from the date hereof. Xxxx and Xxxxxxx shall have mutual successive options to
extend the term of the Agreement and their participation in this venture to
additional contract periods, each extending for a duration of one (1) year. Each
such option shall be automatically exercised unless either party sends the other
a notice of their intent not to exercise such option prior to the expiration of
then-in-effect contract period.
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4. EXCLUSIVE RIGHTS AND MECHANISM.
(a) Each album comprised of Subject Masters is referred to
herein as a "Catalog Album." Xxxx and Xxxxxxx hereby grant Anansi the exclusive
rights as distributor and record administrator of the Subject Masters. During
the Term of the Agreement, Anansi shall have the sole and exclusive right to
manufacture and release all phonograph records throughout the Territory
embodying the Catalog Albums, as configured in same.
(b) Phonograph Record Defined: As used herein, the terms
"phonograph record" and "record" shall mean every form of reproduction (whether
now known or unknown), embodying sound alone, or sound accompanied by visual
images (e.g., videos, laser discs, CD-I and CD Rom), distributed primarily for
home use, school use, juke box use, and use in means of transportation,
including, without limitation, discs of any speed or size, reel-to-reel tapes,
cartridges, cassettes, or other pre-recorded tapes, and new technology forms of
transmission (e.g., computerized digital delivery via alternative distribution
methods such as on-line delivery).
5. PRODUCT COMMITMENT/DELIVERY. Upon execution hereof, Xxxx and Xxxxxxx
doing business as Black Tiger Records shall deliver ten (10) completed and fully
mastered Catalog Albums as listed on Schedule A hereto and incorporated herein,
commercially and technically satisfactory for release for sale. In addition, no
less often than every ninety (90) days, Black Tiger Records shall deliver an
additional ten (10) Catalog Albums, the titles of which shall be mutually
selected and designated by Xxxx and Xxxxxxx. This Agreement shall apply to all
Subject Masters owned by Xxxx and Xxxxxxx and embodied within Catalog Albums
released by Black Tiger Records. From time to time as the Catalog Albums are
compiled and selected, the parties shall amend and update Schedule A hereto.
6. RESPONSIBILITIES OF BLACK TIGER RECORDS. Black Tiger Records shall
have the primary responsibility for the following activities, and all costs,
expenses and charges in connection therewith. All expenses of Black Tiger
Records shall be borne equally by Xxxx and Xxxxxxx but if not reimbursed by
Black Tiger Records to the requisite party shall be recoupable by Anansi from
any monies becoming payable to Black Tiger Records under the Agreement except as
otherwise indicated herein.
(a) The creation or restoration of such and the acquisition of
all Subject Masters contained in the Catalog Albums, the rights thereto and all
steps (creative and technical) required to utilize the Subject Masters in the
manufacture of phonograph records hereunder;
(b) The delivery to the facilities designated by Anansi that
will manufacture the product of a fully mixed, leadered, sequenced and equalized
30 IPS and/or DAT two-track master tapes in proper form for the production of
parts necessary to manufacture phonograph records therefrom;
(c) The delivery to Anansi of the artwork ideas to be
contained in or on the album packaging layout in connection with each record
concerned (the "Artwork") and label copy and all other applicable packaging,
merchandising or promotional elements included in such record or utilized in
connection therewith, such as Black Tiger Records' logotype or other trade
symbol, inserts, cards and stickers (the elements set forth in this sentence are
hereinafter at times called the "Packaging Elements") in connection with each
record concerned, together with all licenses and consents required in connection
with the Artwork and Packaging Elements; and
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(d) The delivery, in writing, of all documents demonstrating
that Black Tiger Records holds all necessary rights, licenses, consents and
authorizations for the exploitation of the Masters, the Artwork and the
Packaging Elements, including without limitation (A) authorizations from all
artists, prior owners of Masters and any other persons whose name, likeness,
performance or services are embodied in any such record or in any advertising or
promotional materials in connection therewith; and (B) consents and clearances
necessary to use any copyrights, trademarks, tradenames, Artist names, group
names, artwork, patents, or any similar intangible property rights of any person
in or on the Masters, records manufactured hereunder, videos and accompanying
printed material.
7. RESPONSIBILITIES OF ANANSI. Anansi shall have the primary
responsibility for the following activities and all costs, expenses and charges
in connection therewith paid for by Anansi shall be reimbursed and deducted as
part of the "Net Receipts" calculation in paragraph 10 hereof:
(a) Selection of manufacturers, wholesalers, distributors,
subdistributors and foreign licenses;
(b) Supervision and coordination of manufacturing and
distribution, whether performed by Anansi or a subdistributor or license
(including fulfillment of orders, processing returns, inventory control, etc.);
(c) Preparation of final artwork packaging sales, marketing,
publicity and advertising;
(d) Radio, street and video promotion;
(e) International distribution and licensing;
(f) Business and legal affairs;
(g) Accounting and financial administration;
(h) Direct payment of record royalties to Artists and
producers and mechanical royalties to songwriters and third party publishers.
Notwithstanding the foregoing, if either Xxxx or Xxxxxxx desires to pay Artists
and producers separately, each shall indemnify Anansi and the others agreement
any claims relating to payment of such record royalties;
(i) World-wide issuance of mechanical licenses for all
compositions of which Black Tiger Records has given Anansi notice;
(j) General administration for Anansi and Black Tiger Records;
(k) Subject to the request of the parties hereto, consultation
and advice with respect to activities related to the operation of an independent
record label; and
(l) Other services generally performed by a distributor for
record labels solely in its capacity as a distributor of records.
8. GRANT OF RIGHTS.
(a) All right, title and interest in and to the Subject
Masters exploited hereunder together with each artist's performances embodied
therein, as well as all
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copyrights therein and renewals and extensions thereof (excluding the underlying
musical composition except as otherwise set forth in this Agreement), shall be
entirely Black Tiger Records' property, free of any claim or encumbrance
whatsoever with Anansi having the exclusive administrative and exploitation
rights for such Subject Masters. Anansi shall have the sole and exclusive right
to secure copyright in such recordings in the name of Black Tiger Records owner
and author thereof, and to secure all renewals and extensions of such copyright.
The parties hereto and Black Tiger Records shall, upon Anansi's written request,
execute and deliver to Anansi any assignments of copyright (including renewals
and extensions thereof) in and to such recordings as Anansi may deem necessary
to effectuate the purpose of the Agreement, and Black Tiger Records hereby
irrevocably appoints Anansi its attorney-in-fact for the purpose of executing
such assignments in Black Tiger Records' name in the event Black Tiger Records
fails to execute any such assignment within ten (10) days after receipt of
Anansi's written request provided Anansi complies with the conditions set forth
in the next sentence. Notwithstanding the foregoing, Anansi shall not without
the written approval of Black Tiger Records (not to be unreasonably withheld),
sell, assign, convey or license rights in the Masters to a third party other
than with respect to territorial or other licenses solely for the exploitation
and sale of phonograph records. Anansi shall use its reasonable efforts to
promptly provide Black Tiger Records with copies of all documents signed by
Anansi pursuant to the foregoing power of attorney. Without limitation of any of
the foregoing, Anansi shall during and after the Term, have the exclusive
worldwide right in perpetuity to manufacture, sell, distribute and advertise
phonograph records embodying such recordings by any method now or hereafter
known, in any field of use; to release phonograph records embodying such
recordings under any trademarks, tradenames, or labels; to perform such
recordings publicly and to permit the public performance thereof by radio or
television broadcast or any other method now or hereafter known, all upon such
terms and conditions as Anansi may approve, and to permit any other person, firm
or corporation to do any or all of the foregoing or to refrain, from doing any
and/or all of the foregoing. Anansi shall obtain Black Tiger Records' consent
(not to be unreasonably withheld) prior to granting licenses in the Subject
Masters for commercial and political advertisements or use in X or NC rated
motion pictures.
(b) Anansi shall have the exclusive right during the Term to
use and permit holders to use Black Tiger Records' name and the non-exclusive
right during and after the Term to use and permit others to use each artist's
name, approved likeness, and approved biographical material concerning an artist
for advertising and trade purposes solely in connection with the manufacture,
distribution, sale and exploitation of phonograph records embodying an artist's
performance recorded hereunder, no matter when or where manufactured,
distributed, sold or exploited.
(c) Anansi shall have the right, and may grant to others the
right, to use the artwork contained in or on the album packaging layout in
connection with each record concerned (the "Artwork"), label copy and all other
applicable packaging, merchandising or promotional elements included in such
record or utilized in connection therewith, such as Black Tiger Records'
logotype or other trade symbol, inserts, cards and stickers (the elements set
forth in this sentence are hereinafter at times called the "Packaging
Elements"), on the packaging, covers, sleeves and liner notes of phonograph
records manufactured and distributed hereunder and for the purposes of trade,
advertising, publicity and promotion, solely in connection with the sale of
phonograph records manufactured and distributed hereunder.
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(d) During the Term hereof, Black Tiger Records shall not
itself distribute or manufacture records embodying Catalog Album's released
hereunder or license to allow any person or entity other than Anansi to
manufacture or distribute such records, except as otherwise specifically set
forth herein.
9. CONSULTATION/APPROVAL RIGHTS. Anansi shall use its reasonable
efforts to consult with Black Tiger Records in all material aspects of Anansi's
operations, which directly pertain to Black Tiger Records, including without
limitation decisions as to the number of units of a phonograph record initially
manufactured and material promotional and marketing expenses. In all instances
hereunder where the consent or approval of Anansi or Black Tiger Records is
required or provided for, such approval shall not be unreasonably withheld. All
decisions made hereunder by Anansi or Black Tiger Records, as applicable, shall
be made in good faith using reasonable business discretion.
10. BLACK TIGER RECORDS IDENTITY. All phonograph record packaging and
advertisements relating to phonograph records released hereunder shall be
identified as Black Tiger Records' records, with Anansi's logo as the
distributing company also being included thereon. An inadvertent failure to
include such Black Tiger Records identity shall not be a breach hereof provided
that Anansi uses best efforts to promptly cure any such failure with respect to
future product shipments or advertisements after the date of Black Tiger
Records' notice of such failure.
11. COMPUTATION AND PAYMENT OF NET RECEIPTS.
(a) In consideration of the right to manufacture and
distribute records as contemplated hereunder and the rights granted to Anansi by
Black Tiger Records hereunder, Anansi agrees to pay Black Tiger Records'
principals the percentage of Net Receipts in respect of each record manufactured
and sold hereunder as set forth in paragraph 1 above.
(b) "Net Receipts" as used herein shall mean the gross
revenues actually received by Anansi in the United States from wholesalers,
licenses (foreign or domestic) and accounts for exploitation of Masters and sale
or license of records and videos, LESS:
(i) Manufacturing costs;
(ii) Shipping and pressing costs;
(iii) Distribution costs paid to a third party
wholesaler, distributor or subdistributor;
(iv) Free goods in an amount deemed reasonable by
Anansi in its sole discretion, it being acknowledged and agreed by Black Tiger
Records that fifteen percent (15%) of records manufactured shall be deemed
reasonable;
(v) Taxes and tariffs, including property, sales,
use, excise, value added or any and all other taxes and charges applicable to
such records;
(vi) Artist royalties, producer royalties and
recording costs. Artist royalties accruing, but not required to be paid due to
Artist's account not being a recouped position shall be segregated in an account
in Black Tiger Records' name and paid, as earned, to Black Tiger Records as
reimbursement for recording costs previously paid by Black Tiger Records;
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(vii) Mechanical royalties;
(viii) Marketing, promotion (including promotional
records), advertisement (including co-op advertising and point of sale
materials), publicity and other expenses actually paid or incurred by Anansi on
Black Tiger Records' behalf. Paragraph 8 of the Agreement shall apply to
expenditures hereunder;
(ix) Video production costs, if applicable;
(x) All costs incurred by Anansi in connection with
discount and special sales programs; and
(xi) An administration fee of fifteen percent (15%)
of the gross receipts allocated and paid as follows:
(A) 5% to Xxx Xxxxxx and Xxxxxxx Xxxxxxx of
Padell, Fine & Xxxxxxxxxx (or a successor accounting firm) for
financial administration of Anansi;
(B) 2.5% to the applicable law firm
(currently Law Offices of Xxxxx X. Xxxx-Xxxxx) for business and legal
affairs and administration of Anansi;
(C) 7.5% to Anansi for international and
operational administration (including without limitation administration
and coordination of foreign licenses and mechanical licenses) and other
administrative services and expenses incurred as a result thereof
(e.g., expenses for long distance telephone and fax, courier, postage,
travel, unallocable independent contractor services, etc.) rendered by
Anansi on behalf of Black Tiger Records.
Other than administration fees set forth in this section 10(b)(xi),
there shall be no charge to Black Tiger Records for the overhead costs of Anansi
and any staff members of Anansi.
(c) Net Receipts shall be computed with respect to each
calendar month during the Term and Black Tiger Records share of Net Receipts
paid to the applicable principals by Anansi within sixty (60) days after the end
of each monthly billing period, after deduction of any unrecouped advances,
reserves and any outstanding amounts owing from Black Tiger Records to Anansi.
Anansi will have the express right to cross-collateralize Net Receipts from all
records and Subject Masters exploited hereunder whenever necessary to recoup
expenses in connection with such records; provided that Anansi shall not
cross-collateralize mechanical royalties against net Receipts.
(d) Anansi shall segregate and retain in an account in Black
Tiger Records' name and for Black Tiger Records' benefit the greater of
twenty-five percent (25%) of the amount otherwise due to Black Tiger Records
from a given month's accounting as a reserve against anticipated returns,
credits and costs or the actually reserve taken by Anansi's distributing
company, AEC. The reserve established with respect to each billing period, to
the extent not reduced for actual returns, credits and costs shall be liquidated
and paid over to Black Tiger Records as follows;
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(i) Twenty-five percent (25%) three (3) months
following the accounting date as of which such reserve is established;
(ii) Twenty-five percent (25%) six (6) months
following the accounting date as of which such reserve is established;
(iii) Twenty-five (25%) nine (9) months following the
accounting date as of which such reserve is established;
(iv) The balance twelve (12) months following the
accounting data as of which such reserve is established.
(e) Anansi will maintain books and accounts which report sales
of records and merchandise, all expenses incurred in connection with the sale of
such records and any other transactions in which proceeds are payable to Black
Tiger Records. Standard accounting practices will accrue to Black Tiger Records
(i.e., one examination of each accounting statement, two years to examine such
statement and six months after such two-year period to institute legal action.)
12. MECHANICAL ROYALTY RATES. With respect to the exploitation of
musical compositions written, owned or controlled (in whole or in part) by Black
Tiger Records or a producer of any master recording or any artist whose
performances are embodied in any master recordings ("Controlled Compositions"),
Anansi shall only be required to pay such writer for sales in the United States
and Canada a mechanical royalty rate equal to the lesser of the rate provided
for in the applicable artist agreement or seventy-five percent (75%) of the
minimum statutory rate (without regard to playing time) effective on the date of
delivery of the applicable album. If any party hereto owns or controls such
Controlled Composition, such party by their signature below hereby grants Black
Tiger Records and it's distributing partners a license in compliance with the
foregoing terms as well as a free license for promotional video cassettes. It is
expressly acknowledged and agreed that all mechanical royalties (whether paid
for Controlled Compositions or otherwise) shall be deducted from gross revenues
and included in the calculation of Net Receipts under paragraph 11 above
regardless of whether owned by Venneri, Sims, Anansi, Black Tiger Records or
otherwise.
13. ARTIST AGREEMENTS AND PAYMENT. Promptly after acceptance by Anansi
of a particular Catalog Album, Black Tiger Records shall deliver to Anansi
copies of the agreements or other documentation which establishes Black Tiger
Records' rights in the subject Masters (including without limitation recording,
license and producer agreements). Black Tiger Records failure to deliver such
agreements shall not be a breach hereof; provided that Black Tiger Records shall
deliver a schedule identifying all artists and performers, their addresses,
royalty rates, methods of calculation and other information necessary to
calculate and pay royalties.
14. REPRESENTATIVES AND WARRANTIES/INDEMNIFICATION.
(a) Each party hereto represents, warrants and agrees that (i)
it has the right and power to enter into and perform this agreement and grant
all rights herein granted, and is under no restrictions or obligations which
will impair Black Tiger Records' performance and Anansi's full enjoyment of the
rights agreed to be granted hereunder; (ii) Neither Anansi nor any party not
originally owning or controlling Subject Masters shall be required to make any
payments of any nature for, or in connection with, the acquisition, exercise or
exploitation of rights by Black Tiger Records or Anansi pursuant to this
agreement except as specifically provided
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in this agreement; (iii) Neither any name(s) utilized by Black Tiger Records or
an artist, the Subject Masters, any of the selections embodied therein, any
other matters or materials supplied by Black Tiger Records hereunder, nor any
exploitation or use of any of the foregoing, shall violate or infringe upon any
civil, personal or proprietary rights of any person, including, without
limitation, trademark, trade names, copyrights and rights of privacy and
publicity; (iv) During the Term, no person other than Anansi has any right to
use the Subject Masters as configured on each Catalog Album selected to be
released hereunder for making, promoting, or marketing phonograph records; (vi)
The selections embodied in the Subject Masters shall be available for mechanical
licensing; (vii) Other than as specifically set forth in this agreement, Anansi
shall be subject to no costs, fees, advances, charges or royalties for or in
connection with the recording, sale, use or exploitation of the Subject Masters;
and (viii) Xxxxxxx shall be responsible for all payments, representations and
warranties made hereunder with respect to Subject Masters originating from the
Magnum catalog and Xxxx shall be responsible for all payments, representations
and warranties made hereunder with respect to Subject Masters originating from
the JAD/JODA catalog.
(b) Anansi's acceptance and/or utilization of Masters or other
matters or materials hereunder shall not constitute a waiver of any of the
applicable principals of Tigers Records' representations, warranties or
agreements in respect thereof.
(c) During the Term: (i) neither Black Tiger Records nor any
principal thereof shall enter into any agreement or make any commitment which
would interfere with the full and prompt performance of the applicable party's
obligations hereunder; and (ii) Black Tiger Records shall not license rights in
the Subject Masters for distribution or sale by any person other than Anansi,
nor grant any name or likeness rights to any other person in connection
therewith;
(d) Each applicable party as set forth in section 14(a)(viii)
above (the "Indemnifying Party") agrees to indemnify and hold Anansi and its
joint venturers, distributors and subdistributors, their officers, directors,
shareholders, employees, agents and licenses harmless from and against any
liability, damage, cost or expense (including reasonable attorney's fees)
occasioned by or arising from any claim, demand or action inconsistent with any
agreement, representation, grant or warranty made or assumed by such
Indemnifying Party. The applicable Indemnifying Party agrees to pay Anansi on
demand any amounts for which it may be responsible under the foregoing
indemnity, and, without limiting any of its other rights or remedies, upon the
making or filing of any action, claim, or demand to which such indemnity may
relate, Anansi shall be entitled to withhold sums payable under this agreement
in an amount reasonably related to the potential liability, plus anticipated
costs and attorney's fees and provided further that Anansi shall liquidate all
such sums withheld within twelve (12) months from the date such written claim is
made if no action is filed (but if Anansi releases such monies as aforesaid
Anansi shall have the right to thereafter withhold monies if an action is
thereafter filed with respect to such claim). An Indemnifying Party, at Anansi's
request, will cooperate fully with Anansi in any controversy which may arise
with their parties concerning this agreement or any of Anansi's rights
hereunder.
15. SALE OF ANANSI AND BLACK TIGER RECORDS ASSETS. The parties hereto
acknowledge and agree that they may jointly elect during the Term to assign or
sell, in whole or in part, all rights and the assets created hereunder; provided
that the parties hereto shall mutually agree upon the material terms of such
sale or other disposition. In such event, the gross proceeds derived from such
sale or assignment
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which are directly related to Black Tiger Records contribution of assets, or in
the event of the sale or assignment of multiple labels, a proportionate amount
of such gross proceeds, shall be deemed gross receipts under paragraph 10
hereunder.
16. NOTICES.
(a) All notices to be given a party hereunder and all
statements and payments to be sent hereunder shall be addressed to the
applicable party at the address set forth on page 1 hereof or at such other
address as such party shall designate in writing from time to time.
(b) Courtesy copies of any notices hereunder shall be sent to
Xxxxx X. Xxxx-Xxxxx, Esq., Law Offices of Xxxxx X. Xxxx-Xxxxx, 0000 Xxxxxxxxxx
Xxxxxx, Xxxxxx Xxxx, XX 00000. All notices shall be in writing and shall either
be served by personal delivery (to an officer of our company if to us), mail or
telegraph, all charges prepaid. Except as otherwise provided herein, such
notices shall be deemed given when personally delivered, mailed or delivered to
a telegraph office, all charges prepaid, except that notices of change of
address shall be effective only after the actual receipt thereof.
17. MISCELLANEOUS.
(a) This contract sets forth the entire understanding of the
parties hereto relating to the subject matter hereof. No modification,
amendment, waiver, termination or discharge of this contract or of any of the
terms or provisions hereof shall be binding upon either of us unless confirmed
by a written instrument signed by you and by a duly authorized officer of our
company. No waiver by any party hereto of any term or provisions of this
contract or of any default hereunder shall affect such party's respective rights
thereafter to enforce such term or provision or to exercise any right or remedy
in the event of any other default, whether or not similar.
(b) If any provision of this contract shall be held void,
voidable, invalid or inoperative, no other provision of this Agreement shall be
affected as a result thereof, and accordingly, the remaining provisions of this
contract shall remain in full force and effect as though such void, voidable,
invalid or inoperative provision had not been contained herein.
(c) A party hereto shall not be deemed to be in material
breach of any of its obligations hereunder unless and until the other party
shall have given such party specific written notice by certified or registered
mail, return receipt requested, of the nature of such breach and such party
shall have failed to cure such breach within thirty (30) days after such party's
receipt of such written notice. Nothing contained herein shall limit our right
to obtain injunctive relief during any cure period for which this contract
provides.
(d) No party hereto shall hold itself out contrary to the
terms of this Agreement, and neither party shall become liable for any
representation, act, or omission of the other contrary to the provisions hereof.
This contract shall not be deemed to give any right or remedy to any third party
whatsoever unless said right or remedy is specifically granted by all parties
hereto in writing to such third party.
(e) The provisions of any applicable collective bargaining
agreement between us and any labor organization which are required by the terms
of such
9
Agreement to be included in this Agreement shall be deemed incorporated
hereunder in as if such provisions were expressly set forth in this Agreement.
(f) In the event of any action, suit or proceeding arising
from or based upon this Agreement brought by either party hereto against the
other, the prevailing party shall be entitled to recover from the other its
attorneys' fees in connection therewith in addition to the costs of such action,
suit or proceeding.
(g) Except as otherwise provided in this Agreement, all rights
and remedies herein or otherwise shall be in limitation of any other right or
remedy.
(h) This Agreement has been entered into in the State of
California, and its validity, construction, interpretation and legal effect
shall be governed by the laws of the State of California applicable to contracts
entered into and performed entirely within the State of California.
(i) This Agreement shall not become effective until signed by
all parties hereto.
(j) Captions used in this Agreement are for convenience only
and shall not effect its validity, construction and interpretation and legal
effect.
ACCEPTED AND AGREED:
/s/ Xxx Xxxxxxx /s/ Xxxxx X. Xxxx
-------------------------- ------------------------------
XXX XXXXXXX XXXXX X. XXXX
ANANSI RECORDS
By /s/ Xxxxx X. Xxxx
-----------------------
An Authorized Signatory
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