EXCLUSIVE LICENSE AGREEMENT
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BETWEEN
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Global Entertainment Holdings,
Inc. a corporation incorporated under the laws of Nevada, having
its registered office at 000 X. Xxxxxxx Xxxxxx, Xxxxx X-000, Xxx Xxxxxxx,
XX 00000, XXX represented herein by Xxxx Xxxxxxxxx, its Chief Executive
Officer and duly authorized officer as he so
declares,
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Hereinafter
referred to as “Licensor”
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AND
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Global
Universal Pictures, Inc., a corporation incorporated
under the laws of New Brunswick, having its registered office at 00 Xxxx
Xxxxx, Xxxxxxxxxxx, Xxx Xxxxxxxxx, X0X 0X0 Xxxxxx, represented herein by
Xxxxxxxxxx Xxxxxx, its President and duly authorized officer as she so
declares,
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Hereinafter
referred to as “Licensee”
IT
IS AGREED:
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1.
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DEFINITIONS
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The
following words, wherever used in this Agreement or in any deeds or
agreements supplemental or ancillary hereto, shall have the following
meanings:
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1.1
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“Film” means and refers
to up to 1 x 95 -
100 minute Feature Film production project, (including credits and
music video) more
fully described as follows:
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1.1.1
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Title
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-
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“Blue Seduction” (working
title)
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1.1.2
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Concept
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as
more fully described in Schedule “A”attached
hereto.
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1.2
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“WORK” means and refers
to the project described in above article 1.1,
including:
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1.2.1
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the
title “Symphony”;
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1.2.2
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the
Concept of the Film;
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1.3 “Television" means and
refers to any and all forms and technologies of television, whether
now known or hereafter devised, including without
limitation, television forms commonly referred to as "Free TV", "PayTV",
"Public TV", "DBS", "Cable TV" and "Subscription
TV".
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1.4
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“Merchandising Rights”
means and refers to those rights required for manufacture, sale and
distribution of all merchandise including but not limited to brochures,
comics, cartoons, posters, programmes, toys, games, electronic media
products now known or unknown (including but not limited to interactive
games, programmes for Internet or mobile phones, Internet and mobile
phones downloadables) (“Electronic Media
Products”), novelties, combined packages of books, records,
fabrics, apparel, food, drinks and other goods and other premiums
promotions and commercial tie-ins featuring, containing or consisting of
the names, characters, items, symbols, trademarks, designs, logos,
Licensees and catch-phrases, likenesses and visual representations of the
literary and/or artistic characters created, described or portrayed in the
WORK.
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1.5
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“Home
Video/DVD” means and refers to copies of programs on tape,
disc, cassette, laser disc, CD-ROM, DVD or any other similar format
manufactured and intended primarily for private, in-home exhibition, and
to the selling, rental and location of such copies on all possible carrier
materials currently known or developed in the
future.
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1.6
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“Distribution” means and
refers to any and all activities related to the commercial release of the
Film and products
derived therefrom, including the sale, the location and distribution
thereof by any and all means currently known or developed in the future,
including electronic distribution.
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1.7
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“Broadcast” means and
refers to communication to the public by telecommunication of the Film
including transmission and retransmission thereof via any television
distribution system or by cable, satellite and any other means currently
know or developed in the future, including broadcasting via Internet and
mobile telephones.
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2.
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EXCLUSIVE GENERAL
LICENSE
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2.1
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Object - Subject to
the terms and conditions of this Agreement, the Licensor hereby grants to
Licensee the world-wide and exclusive licence to use the WORK and to
authorize the use thereof for and in connection with the following
purposes:
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2.1.1
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the writing, production,
publication, broadcast, distribution, public performance and promotion of
the Film throughout the world in all languages and in all distribution
markets, including but not limiting to Television, Home Video/DVD,
non-theatrical and theatrical
markets.
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2.1.2
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the
exercise of all Merchandising Rights in respect of the Film and the exercise of
all so-called "commercial tie-up" rights (as this expressions is used in
the Film and television industry) in respect of the WORK, which include
without limitation all rights required for the manufacture, sale and other
exploitation of whatsoever nature of goods, souvenirs, products,
facilities and commodities of all kinds reproducing, depicting, making
reference to or based on or decorated with the title, characters, scenes
and incidents of or articles appearing in the WORK or in the Film; (Hereinafter
referred to as “GENERAL
LICENCE”).
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2.2
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Term - Subject to
provisions of article 2.3 below and to the
other terms and conditions of this Agreement, the GENERAL
LICENSE granted hereunder shall vest in Licensee upon execution of this
Agreement without any term
restrictions.
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2.3
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Conditions of use - The
GENERAL LICENSE is deemed subject to the execution of the following
conditions:
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2.3.1 Xxxx
Xxxxxxxxx will be an Associate Producer for the duration of the
Film.
2.3.2 Subject
to the provisions of the Agreement, Licensee shall accord the following credit
on the negative of the Film and on all positive copies of the Film made or
issued by Licensee in the opening credits in the words "Original concept Global Entertainment Holdings,
Inc." and “Associate Producer Xxxx Xxxxxxxxx” and in all advertising and
paid publicity issued by or under the immediate control of Licensee other than
teaser trailers list group and advertising of eight column inches or less in
size and other than special advertising or publicity relating to the screenplay
upon which the Film is based or to commercial tie ups and other radio or
television advertising or publicity written in narrative form PROVIDED ALWAYS
that Licensee shall not be liable for any failure or default by any third party
concerned in the exploitation of the Film in giving such credit nor for any
accidental breach of its obligations under this sub-clause (but Licensee will
use all reasonable endeavours to remedy any such accidental breach by it of
which notice is given to it if such remedy is possible and all reasonable
endeavours to obtain the remedy of a remediable breach by a third party) and the
rights and remedies (if any) of Licensee or of the Licensor in the event of
breach of this sub-clause shall be limited to Licensee or to the Licensor's
right (if any) to recover damages in an action at law and in no event shall be
entitled by reason of any such breach to enjoin or restrain the distribution
exhibition or other exploitation of the Film.
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3.
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COMPENSATION
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3.1
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Subject
to financing of the Film, Licensee agrees to pay to the Licensor as
all-inclusive remuneration and as consideration in full for all rights
granted or to be granted hereunder, the following compensation: (i) a sum
of CA$150,000, and (ii) revenue representing 50% of the share of Licensee
in the Net Receipts of the Film. For the purposes of this Agreement, the
term “Gross
Receipts” shall mean all monies (including all amounts from
advances, guarantees, security deposits and awards) received by Licensee
(or its wholly owned subsidiary created for the sole purpose of producing
the Film) or distributors from the lease, sub-license, sale, rental,
barter, distribution, broadcast, exhibition, performance, exploitation or
other exercise of each licensed right in the Film all without deductions,
(where such deductions shall include but not be limited to any withholding
or other taxes paid or deducted at source) throughout the
Universe. These amounts exclude presales, advances, and minimum
guarantees, as well as third party investments or other instruments used
to produce the Film.
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For
the purpose of this Agreement, the term “Net Receipts” shall mean
Gross Receipts less reasonable distribution commissions, distribution
expenses and residual royalties, if
any.
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4. WARRANTIES
AND REPRESENTATIONS
4.1 The
Licensor warrants represents and agrees that:
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4.1.1
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the
Licensor has full authority, power and right to enter into this Agreement,
and to fully perform all of Licensor’s obligations
hereunder;
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4.1.2
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the
Licensor has and will have no contract, grant or deed with any other
person or entity which might conflict with, impair or be inconsistent with
any of the provisions of this
Agreement;
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4.1.3
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neither
this Agreement nor the fulfillment thereof by any part infringes upon the
rights of any person;
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4.1.4
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the
WORK does not or will not violate or infringe upon the copyright, moral
rights and other property rights of any person or
entity;
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4.1.5
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there
are no rights, licenses or grants of any nature in favor of anyone, which
would impair or infringe upon the rights herein granted to
Licensee.
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5.
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REMAKES,
ETC.
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5.1 Licensor
hereby grants Licensee the Right of First Negotiation and the Right of
LastRefusal to participate in the production of any remake, sequel, follow-up,
prequeland spin-off rights (collectively "Other Productions") in and to
the Film and theWORK
produced by Licensee (or any of its assignee’s or licensees of rights in and to
the Other Productions), where:
5.1.1 “Remake”
or “spin-off”, refers to the right to adapt or reproduce or represent at a
latertime the Film, to
adapt the Film creating
a new movie in animation or live action orTV series or Electronic Media Products
constituting a new version of the Film which version deals with
the same themes, characters, scripts and dialogue;
5.1.2 “Sequel”
or “follow-up”, refers to the rights to adapt, reproduce and represent at a
latertime the Film, to
adapt the Film creating a new movie in
animation or live action orTV Series or Electronic Media Products forming a new
version of the Film
which version deals with the elements of the Film such as the title,
principal themes, certain characters, situations, scripts and dialogue. The
right to a follow-up includes the right to create a new movie or pre-production
elements from the Film
which can be exploited commercially independently from the Film, including in Videogram
format, and in television format in certain countries;
5.1.3 “Prequel”
refers to the right to adapt, reproduce, or represent the Film through newproduction
forming a new version of the Film creating a new movie in
animation or liveaction or TV series or Electronic Media Products which version
deals with the elements of the Film such as the title,
principal themes, certain characters, situations, scripts and dialogue, but
whereby the action is set in a time prior to that of the Film.
5.2 The
Parties shall negotiate in good faith the terms and conditions of the remake,
sequel,follow-up, prequel and spin-off rights in relation to the Right of First
Negotiation and theRight of Last Refusal above mentioned.
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6.
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BANKRUPTCY
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6.1
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In
the event of the liquidation of Licensee’s assets, or the filing of a
petition in bankruptcy or insolvency or for an arrangement or
reorganization by, for or against Licensee, or in the event of the
appointment of a receiver or a trustee for all or a portion of Licensee’s
property, or if Licensee shall make an assignment for the benefit of
creditors, or commits any act for or in bankruptcy, or become insolvent,
the Licensor shall have the option by written notice to Licensee to
terminate this Agreement.
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6.2
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It
is expressly agreed and understood between and by the parties that,
notwithstanding the termination of this Agreement under paragraph 6.1
above:
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6.2.1
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all
rights and interests granted to or acquired by Licensee hereunder in and
to the Film and Merchandising Rights project made on the date of
termination, shall not be affected and shall remain in full force and
effect.
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7.
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TRANSFER
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7.1
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Save
and except for any transfer or assignment of rights to a parent or
affiliate company of Licensee, which transfer or assignment can take place
without the prior written agreement of the Licensor, Licensee shall not
assign nor transfer this Agreement and any of of its rights and
obligations hereunder, at any time and from time to time, in whole or in
part, without having first obtained for each projected transfer written
approval from the Licensor, which approval shall not be unreasonably
withheld.
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8. DEFAULT
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8.1
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Should
Licensee fail to perform any of its obligations hereunder, the Licensor
shall be at liberty to terminate this Agreement provided, however,
that:
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8.1.1
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the
Licensor shall advise Licensee in writing of the specific facts upon which
it is claimed that Licensee is in
default;
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8.1.2
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Licensee
shall be allowed a period of thirty (30) days after the receipt of such
written notice within which to cure such
default;
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8.1.3
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if
Licensee fails to cure the same within such thirty (30) day period, this
Agreement shall terminate and be deemed terminated upon the expiration
thereof.
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8.2
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It
is expressly agreed and understood between and by the parties that,
notwithstanding the termination of this Agreement under paragraph 8.1
above:
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8.2.1
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all
rights and interests granted to or acquired by Licensee hereunder in and
to the Film and Merchandising Rights project made on the date of
termination, shall not be affected and shall remain in full force and
effect;
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8.2.2
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all
rights and interests granted to or acquired by Licensee hereunder in and
to the WORK, including any and all rights and interests granted to or
acquired by Licensee to the Film and Merchandising
Rights project derived from the WORK and the Film, shall revert
and be deemed
reverted to the Licensor upon termination of this Agreement. subject,
however, to the following
conditions:
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a)
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the
Licensor shall be deemed substituted to Licensee in and for the conduct of
the licenses referred to 8.2.2;
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b)
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the
reversion of rights referred to above shall be subject to the undertaking
and observance by the Licensor of Licensee’s obligations under these
licenses;
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c)
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any
and all payments made by Licensee to the Licensor before the termination
of this Agreement shall remain valid and subject to no reimbursement by
the Licensor.
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9.
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NOTICES
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9.1
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Any
notice, demand, request, accounting, consent or communication
required or contemplated by any provision of this Agreement is to be
given either by hand or by messenger, or by prepaid registered mail, or by
an internationally recognized overnight courrier service (such as Federal
Express, etc.), or by telecopier, provided such communication is evidenced
by confirmation of receipt, at the following addresses and
numbers:
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9.1.1
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to the
Licensor:
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at
the above mentioned address
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Fax:
(000) 000-0000
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9.1.2
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to the
Licensee:
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at
the above mentioned address
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Fax:
[◘]
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or at such other address or addresses
and number(s) as the parties may from time to time designate pursuant to the
provisions of article 9.1.
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10.
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GENERAL
PROVISIONS
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10.1
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This
Agreement (including Schedule attached thereto) contains the entire
agreement between the parties with respect to the transactions
contemplated herein and supersedes all prior or contemporaneous
negotiations, agreements and understandings, if any. No amendment to
this Agreement may be made unless in writing and signed by the parties or
their agents.
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10.2
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This
Agreement and the interpretation and enforcement thereof shall be governed
by and in accordance with the laws of the Province of New
Brunswick.
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10.3
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The
insertion of titles are for convenience only and do not affect the meaning
of the interpretation of this
Agreement.
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10.4
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Where
required by the context hereof, the singular shall include the plural and
the masculine gender shall include the feminine or neuter gender, as the
case may be, and vice versa.
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10.5
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Nothing
contained in this Agreement shall be construed so as to require the
commission of any act contrary to law, and if any provision of this
Agreement is held to be invalid or illegal under any material statute,
law, ordinance, order or regulation, in any jurisdiction, such provision
shall be curtailed and limited only to the extent necessary to bring it
within the legal requirements of such jurisdiction and such curtailment or
limitation shall not affect the validity of the remainder of this
Agreement or any other provisions hereof in that, or any other,
jurisdiction.
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10.6
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This
Agreement shall not be construed as constituting a co-production, a
partnership or joint venture between the parties or make either party an
agent of the other party. Each party hereto will not hold
itself out as an agent of the other party and neither of the parties shall
be or become liable or bound by any representation, act, omission or
agreement whatsoever of the other party
hereto.
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This
Agreement has been executed in two (2) counterparts, each counterpart shall be
deemed an original, but all of which together constitute one and the same
instrument.
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed in Maugerville, New
Brunswick, this 22nd day of
September 2008.
| Global Entertainment Holdings, Inc. | Global Universal Pictures, Inc. |
| By: ___________________________ | By: ___________________________ |
| Xxxx Xxxxxxxxx | Xxxxxxxxxx Xxxxxx |
SCHEDULE
"A"
to the
EXCLUSIVE LICENSE
AGREEMENT
executed
as of this 22nd day of
September, 2008
LOG
LINE: A middle aged music composer finds himself trapped in the
seductive web of a young, sexy vocalist who is looking for her own fifteen
seconds of fame.
Xxxxx
Xxxxxx, once the very popular lead singer of the hot rock and roll
group, THE SAINTS , lived a life
of sex, drugs and rock and roll, until he met
XXXXX, a real estate broker, now his wife of ten
years. Xxxxx was instrumental in sobering Xxxx up through
various rehabs, and always supportive, but then the real estate market took a
dive, and Xxxx had to go back to writing songs for a new record album deal with
his former partners XXXXXXX and XXXXXX.
Mikey,
now known as XXXX XXXXXX, is in the Studio waiting to lay down the new tracks,
when XXXXX XXXXXXXXX, strikingly young and beautiful, introduces herself as the
new demo singer. As she begins to sing, there is an immediate
attraction between Xxxx and Matty, who is not only gorgeous and young, but a
brilliant artist.
Matty
follows Xxxx back to his hotel and seduces him, which is reminiscent
of his exciting “groupie” rock and roll
days. He immediately becomes smitten with the very young and
beautiful Matty, but tells himself this affair will pass as soon as the album is
finished. The problem is, Xxxx can not finish the album without
Matty, who truly inspires him, but who also leads him back down the road of
destruction by encouraging him to relive his days of alcohol, drugs and sex
abuse. Matty tells Xxxx she is his new addiction and convinces him he
cannot succeed without her.
As weeks
go by, Xxxx is filled with the expected guilt of a cheating husband, but the
more he tries to get away from Matty, the more she tempts him back with a new
song she has written. To celebrate, she offers more booze, drugs and
erotic sex; taking Xxxx deeper into the dark side: closer
to Matty but further from Xxxxx.
Mike’s
friends encourage him to go to the police, citing she is a stalker who is out to
destroy him, but when he tries, the police take Matty’s side, who convinces the
police she is pregnant with Mike’s child. To retaliate Matty kidnaps
Xxxxx, and invites Xxxx to “save Xxxxx, or succumb to me”.
Will Xxxx
be able to save Xxxxx from the evil web of Matty, or succumb to his addiction as
he has so many times before with the beautiful Matty?
The
ending is a shocker.
