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Exhibit 10.26
MUSIC PRODUCER'S AGREEMENT
THIS MUSIC PRODUCER'S AGREEMENT (the "Agreement") is entered into as
of October 15, 1996 (the "Effective Date") between N2K Inc. ("Company") and Xxxx
Xxxxxx, Inc. ("Employer") for the services of Xxxx Xxxxxx ("Employee") in
connection with the recording and production of master recordings ("Masters")
embodying the performances of one or more of Company's recording artists (each,
an "Artist" and, collectively, "Artists").
1. Engagement. Company hereby engages, and Employer hereby agrees to
furnish, the personal services of Employee hereunder to produce and record
Masters that embody the performances of one or more of Company's recording
artists (each, an "Artist"), subject in each case to Company's prior written
consent and the consent of the Artist concerned. Employer shall cause Employee
not to engage in producing activities that might derogate from or materially
interfere with Employee's performance of his duties as President of Company's
Encoded Music division (the "Division") and shall cause Employee to conduct all
producing activities in accordance with Employee's role as a fiduciary of
Company.
2. Services.
(a) Employer shall cause Employee to render producing services
hereunder to the best of his ability and in accordance with Company's standard
recording procedures (including those relating to compliance with U.S.
immigration laws and regulations). Recording sessions shall be held at times and
places mutually agreed between Employee and Company's CEO or other designee.
Employer shall cause Employee to record and re-record each selection until a
Digital Master, acceptable to Company's CEO or other designee as technically and
commercially satisfactory for Company's manufacture and sale of Records, is made
and delivered to Company. Employer shall further cause Employee to deliver to
Company all material recorded during recording sessions hereunder, including
rehearsal recordings, outtakes and other preliminary or alternate versions, all
of which shall be the sole and exclusive property of Company.
(b) Employer shall cause Employee, prior to commencing any
recording sessions or incurring any costs or expenses, to prepare and to submit
to Company's CEO or his designee a written recording proposal and a proposed
recording budget, in a form commonly utilized by the Division, that specifies
the date by which Employee is obligated to produce and deliver the Masters.
Employer shall cause Employee to refrain from commencing any recording sessions
or incurring any costs or expenses where such budget exceeds or would cause the
Division to exceed in any respect the approved budget of the Division or those
amounts set forth in the relevant Artist's agreement, without Company's prior
written approval.
(c) Employee shall be given credit in substantially the form
specified below with respect to Albums manufactured solely from Masters produced
and delivered by Employee hereunder: "Produced by Xxxx Xxxxxx." Such credit
shall be given in liner notes (if any) and on the label of, and where space
permits in paid advertisements issued by Company with respect to, such Albums.
No casual or inadvertent failure of Company to comply with this
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provision, nor the failure of any third party to so comply with this provision,
shall be a breach of this Agreement.
3. Term. The term of this Agreement shall be coextensive with
the term of the employment agreement, dated as of October 15, 1996, between
Company and Employee.
4. Royalties.
(a) Provided that Employer and Employee are not in material
default hereunder, Company shall pay to Employer, in respect of Net Sales of
top-line LPs consisting entirely of Masters produced hereunder and sold by
Company or its licensees for distribution through Normal Retail Channels in the
United States, a basic royalty computed at four percent (4%) (the "Basic Rate")
of the applicable Royalty Base Price with respect to the Record concerned, it
being agreed that such royalties will be computed and paid in accordance with
all other provisions herein. With respect to each top-line LP consisting
entirely of Masters produced hereunder, the following escalations shall apply:
should the Net Sales through Normal Retail Channels in the United States ("USNRC
Net Sales") of such LP exceed 250,000 units, the Basic Rate shall be four and
one-half percent (4-1/2%) for USNRC Net Sales between 250,001 and 500,000 units
of such LP; should the USNRC Net Sales of such LP exceed 500,000 units, the
Basic Rate shall be five percent (5%) for USNRC Net Sales between 500,001 and
1,000,000 units of such LP; and should the USNRC Net Sales of such LP exceed
1,000,000 units, the Basic Rate shall be five and one-half percent (5-1/2%) for
USNRC Net Sales in excess of 1,000,000 units of such LP.
(b) Royalty rates payable to Employer in respect of Net Sales
of Records other than top-line LPs sold by Company or its licensees for
distribution through Normal Retail Channels in the United States shall bear the
same respective proportions to the Basic Rate (determined without regard to
escalations) that the royalty rates payable to Artist with respect to such sales
bear to the royalty rate payable to Artist on the first Net Sale of a top-line
LP pursuant to the recording agreement between Company and the Artist (the
"Artist Agreement").
(c) All royalties hereunder shall be subject to the same
proportionate reductions, deductions and configurational, territorial, category
and other variations (but not escalations) contained in the applicable Artist
Agreement. Royalties shall be computed and prorated, paid and not paid, in all
respects in the same manner, upon the same bases, at the same times and
(notwithstanding paragraph 8 below) subject to the same applicable definitions
as Company computes the royalties payable to the Artist pursuant to the
applicable Artist Agreement.
(d) The royalty with respect to any Master produced hereunder
for which Company utilizes the services of other producers shall be multiplied
by a fraction, the numerator of which is one (1) and the denominator of which is
the total number of producers (including Employee) utilized on such Master.
Company will utilize the services of other producers with respect to Masters
produced by Employee only with Employer's prior consent.
(e) The royalty with respect to Records that embody Masters
other
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than Masters produced by Employee hereunder shall be multiplied by a
fraction, the numerator of which is the number of Masters produced by Employee
hereunder embodied in such Record and the denominator of which is the total
number of Masters (including Masters produced by Employee hereunder) embodied in
such Record.
(f) Employer shall receive an advance of $10,000 with respect
to each LP produced entirely by Employee (prorated if Employee produces less
than all the Masters embodied in such LP) and an advance of $1,000 with respect
to each Single produced entirely by Employee (other than a Single which is
produced for inclusion in an Album to be produced in whole or in part by
Employee). Each such advance shall be fully recoupable by Company from royalties
otherwise payable to Producer pursuant to this Agreement.
(g) No royalties shall be payable to Employer for producing
services hereunder until Company has recouped, at the Artist's net royalty rate,
all recording costs of the Masters produced hereunder and all recording costs of
the Album on which such Masters are embodied, from royalties otherwise payable
to the Artist in connection with such Masters. Subject to the recoupment of any
Advances of Employer, commencing with Company's accounting for the period during
which such recoupment occurs, Company shall pay to Employer all royalties earned
by Employer hereunder retroactive to the first Net Sale of such Record, less any
excess costs charged to or incurred by Company. Employer further agrees, as a
material part of the consideration for the duties and obligations of Company
hereunder, to pay over to Company all advances and royalties otherwise payable
to Employer hereunder until such time as Employee has repaid to Company the
entire principal under that certain Promissory Note made by Employee in favor of
Company dated September 26, 1997.
5. Rights.
(a) Exclusive of songs written by Employee in collaboration
with others, Employer does hereby acknowledge, certify and agree, and shall
cause Employee to acknowledge, certify and agree, that all materials of whatever
kind created, produced, furnished or delivered by Employer and/or Employee
hereunder and all results and proceeds of whatever kind of the services rendered
by Employer and/or Employee hereunder, including all Masters produced or
delivered in whole or in part by Employer or Employee during the Term, all
products derived from such Masters, all music videos embodying such Masters or
otherwise produced during the Term ("Videos") and all rehearsal recordings,
outtakes and other preliminary or alternate versions of sound recordings which
are created during the production of the Masters hereunder ("Elements") (all
such materials and all such results and proceeds being collectively referred to
herein as the "Works"), are and shall be considered, from the inception of their
creation, "works made for hire" specially ordered or commissioned by Company for
use as a contribution to a collective work or as a part of a motion picture or
other audiovisual work. Accordingly, Company is and shall be considered to be
the author of the Works and, at all stages of creation or completion, the sole
and exclusive owner throughout the universe in perpetuity of the Works and all
right, title and interest therein, including all copyrights therein, all
renewals and extensions of such copyrights and all other ownership and
exploitation rights of any kind, nature or description in, to and with respect
to the Works that may be secured under the laws now or hereinafter in effect in
the United States or any other jurisdiction (collectively, the "Rights").
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The Rights shall include the right to authorize, prohibit and/or control the
production, reproduction, fixation, adaptation, distribution, rental, lending,
performance, broadcasting, communication to the public and other exploitation of
the Works in any and all media and by any and all means now known or hereafter
devised and the right to make such changes therein and such uses thereof as
Company may deem necessary or desirable. The Rights shall further include any
and all so-called rental rights, lending rights, fixation rights, reproduction
rights, distribution rights and neighboring rights pursuant to any international
treaties or conventions, any directives or other measures of the European
Economic Community or its successors and/or any enabling or implementing
legislation, laws or regulations relating to the foregoing (collectively, the
"EEC Rights"). If and to the extent that under any applicable law the Works are
not deemed works made for hire for Company or Company is not deemed to be the
author of the Works and the sole and exclusive owner of the Works and all right,
title and interest therein (including all of the Rights), then to the fullest
extent allowable and for the full term of protection otherwise accorded Employer
and/or Employee under such applicable law, Employer hereby irrevocably assigns,
grants and transfers, and shall cause Employee to assign, grant and transfer, to
Company throughout the universe in perpetuity the Rights and, in connection
therewith, all right, title and interest of Employer or Employee in, to and with
respect to all Masters produced by Employee hereunder, all Records derived
therefrom, all Videos and Elements and all other works now or hereafter created
containing the Works.
(b) Employer does hereby acknowledge, certify and agree, and
shall cause Employee to acknowledge, certify and agree, that the compensation
paid or to be paid by Company to Employer in connection with all Masters
hereunder, all Records derived therefrom, all Videos and Elements includes
adequate and equitable remuneration for each and every one of the EEC Rights
(including the rental rights) and constitutes a complete buy-out of all of the
EEC Rights. In connection with the foregoing, Employer hereby irrevocably
assigns, grants and transfers, and shall cause Employee to assign, grant and
transfer, to Company, throughout the universe in perpetuity, the right to
collect and retain for Company's own account any and all amounts payable to
Employer or Employee with respect to the EEC Rights and hereby irrevocably
directs and authorizes Company to direct any collecting societies or other
persons or entities receiving such amounts to pay such amounts to Company.
(c) Without limiting the generality of the foregoing, Employer
hereby acknowledges and agrees, and shall cause Employee to acknowledge and
agree, that Company and its licensees shall have the unlimited and exclusive
rights to do the following: to manufacture Records by any and all methods now or
hereafter known embodying any portion or all of the Masters produced hereunder;
to publicly perform such Records in any medium; to import, export, sell,
transfer, lease, rent, deal in or otherwise dispose of such Masters and Records
derived therefrom throughout the world under any trademarks, trade names or
labels designated by Company; to change, edit, add to, take from, dub, mix,
remix, adapt, reformat or reprocess the Masters in any manner for any reason,
including to conform to technological or commercial requirements in various
formats now or hereafter known or developed and to eliminate material which
might subject Company to any legal action; to use and authorize the use of the
Masters for background music, synchronization in motion pictures and television
soundtracks and other similar purposes, including use in means of transportation
and in commercials for any product in any and all media, without any payment
other than as provided
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herein; and to delay or refrain from doing any or all of the foregoing.
(d) To the fullest extent allowable under any applicable law,
Employer hereby irrevocably waives or assigns, and shall cause Employee to
irrevocably waive and assign, to Company any and all rights of "droit moral" or
"moral rights of authors" or similar rights which Employer or Employee may now
or later have in the Works and any other works now or hereafter created
containing the Works. Employer expressly acknowledges that many persons will
contribute to the Masters produced hereunder, the Records derived therefrom, the
Videos and Elements, and other works that will embody all or part of the Works.
Accordingly, if under any applicable law the above waiver or assignment by
Employer or Employee of such rights of droit moral or moral rights of authors or
similar rights is not effective, then (subject to the other provisions of this
Agreement) Employer agrees, and shall cause Employee to agree, to exercise such
rights in a manner which recognizes the contribution of and will not have an
adverse effect upon such other persons.
(e) Employer agrees to execute, acknowledge and deliver and
shall cause Employee to execute, acknowledge and deliver, to Company such
further documents as Company may deem necessary or advisable in order to
evidence, establish, maintain, protect, enforce or defend its rights in, to and
with respect to the Works or otherwise to carry out the intent and accomplish
the purposes of this Agreement. Employer hereby irrevocably appoints, and shall
cause Employee to appoint, Company as Employer's and Employee's true and lawful
attorney-in-fact (such appointment being a power coupled with an interest), with
full power of substitution and delegation, with the right (but not the
obligation) to execute, acknowledge and deliver in Employer or Employee's name
and on Employer's or Employee's behalf any such documents which Employer or
Employee fails to execute, acknowledge and deliver within five (5) days after
Company's written request therefor.
(f) Employer agrees not to make, and shall cause Employee not
to make, any claim or demand or to institute, support, maintain or permit any
suit, action, arbitration or other proceeding which will or might interfere with
or derogate from Company's rights in, to or with respect to the Masters, the
Records derived therefrom, the Elements, the Videos or any other Works, it being
expressly understood and agreed that Employer shall not have or be deemed to
have any lien, charge or other encumbrance upon the Works or any rights therein
or proceeds derived therefrom and that neither the breach of this Agreement by
Company, nor the termination or cancellation of this Agreement for any reason,
nor any other act, omission or event of any kind shall terminate or otherwise
adversely affect Company's sole and exclusive ownership of the Works and all
right, title and interest therein (including all of the Rights). Employer
further agrees, and shall cause Employee to agree, that Employer's or Employee's
sole remedy for any such breach or other event shall be an action at law to
recover such damages as may have been actually suffered by Employer or Employee
as a result thereof. Without limiting the foregoing, Employer hereby agrees, and
shall cause Employee to agree, not to institute, support, maintain or permit any
action, suit, arbitration or other proceeding on the ground that any of the
Masters or any other work based on the Works, or any other exercise of any of
the rights granted by Employer or Employee hereunder, in any way constitutes an
infringement or violation of any right of droit moral or any similar right, or
is in any way a defamation or mutilation of the Works or any part thereof or of
the reputation of Employer or Employee, or in
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any way contains unauthorized variations, alterations, modifications, changes or
translations.
6. Name and Likeness. Employer hereby grants, and shall cause
Employee to grant, to Company the perpetual rights, without liability to any
person, to reproduce, print, publish and disseminate (and to license others to
reproduce, print, publish and disseminate) in any medium the name, approved
likeness and approved biographical information of or concerning Employee for
purposes of advertising, promotion and trade in connection with Employee, the
manufacture, sale, marketing, distribution and other exploitation of Records and
general goodwill advertising.
7. Representations and Warranties. Employer hereby
represents, warrants and agrees (and shall cause Employee to represent,
warrant and agree) as follows:
(a) Employer and Employee are under no disability, restriction
or prohibition, whether contractual or otherwise, with respect to (i) Employer's
or Employee's right to enter into this Agreement; (ii) Employer's or Employee's
ability to grant and convey the intellectual property and other rights with
respect to Employee's services and the results and proceeds thereof; or (iii)
Employer's or Employee's ability to perform the terms and conditions of this
Agreement.
(b) The execution, delivery and performance of this Agreement
by Employer or Employee does not and will not conflict with, breach, violate or
cause a default under any agreement, contract or instrument to which Employer or
Employee is a party or any judgment, order or decree to which Employer or
Employee is subject.
(c) All Masters recorded hereunder and the performances
embodied thereon shall be produced in accordance with the rules and regulations
of the AFM, AFTRA and all other unions having jurisdiction. If necessary,
Employer shall cause Employee to become and remain a member in good standing of
all applicable labor unions or guilds.
(d) To the best of Employer's and Employee's knowledge, none
of the Records nor any of the Masters produced hereunder is or will be an
imitation or copy of any other work, and no use thereof by the Division, Company
or their licensees does or will violate or infringe the rights of any third
party, and no adverse claims do or will exist with respect thereto.
(e) Neither Employer or Employee nor any third party deriving
any rights from Employer or Employee will at any time do or authorize any person
or entity to do anything that diminishes, impairs or interferes with any of
Company's rights hereunder or the full and prompt performance of Employer's and
Employee's obligations hereunder.
(f) Employer is a bona fide corporate business entity
established for a valid business purpose within the meaning of the tax laws of
the United States and not a mere sham, conduit or agent for Employee.
(g) Employee is under a written contract of employment with
Employer for a term extending at least until the completion of all services of
Employee to Company, which
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contract gives Employer the right to loan or furnish the services of Employee to
Company as herein provided.
(h) Employer shall comply with all obligations imposed on an
employer under any applicable law, including obligations relating to
unemployment and disability insurance, social security contributions and
federal, state and local taxes.
(i) Employer shall indemnify Company and hold harmless Company
and Company's successors, assigns and licensees (each, an "Indemnified Party")
from any and all liabilities, losses, damages, expenses and costs, including
reasonable attorneys' fees (collectively, "Losses"), incurred by any Indemnified
Party in connection with or arising from (a) Employer's breach of any warranty,
representation or agreement contained herein, or (b) any claim, demand, cause of
action or proceeding (each, a "Claim") asserted by any third person that is
inconsistent with any of the warranties, representations or agreements made by
Employer in this Agreement. Company shall, within a reasonable time after its
discovery of any Claim, provide written notice to Employer of such Claim, and
such Losses shall be paid as incurred by such Indemnified Party. Each
Indemnified Party shall have the right to select counsel of its choice and to
control its defense.
8. Definitions. Except as otherwise provided herein
(including paragraph 4(c) above), the terms specified below shall be defined
as follows:
(a) "Album" or "LP" means a sufficient number of Masters
embodying Artist's featured performances to comprise one or more compact discs
(including an enhanced CD Audio-Visual Recording), or the equivalent, of not
less than forty-five minutes of playing time and containing at least ten
different Compositions.
(b) "Container Charge" means ten percent (10%) of the
Suggested Retail List Price for a single-fold analog disc Record in a standard
sleeve with no insert; fifteen percent (15%) of the Suggested Retail List Price
for an analog disc Record in a double-fold or gatefold jacket, in a nonstandard
sleeve or jacket, or with inserts; twenty percent (20%) of the Suggested Retail
List Price for analog cassette tape Records; and twenty-five percent (25%) of
the Suggested Retail List Price for Records in the form of compact discs,
digital compact cassettes or mini-discs, Records in the form of other digital
configurations, Electronic Transmissions, audiophile Records, Records in the
form of any other new configurations, Videos and any Records other than as
hereinabove provided.
(c) "Digital Master" means a fully mixed, edited, equalized
and leadered digital stereo tape Master, ready for the production of parts from
which satisfactory Records can be manufactured.
(d) "Electronic Transmission" means any transmission to the
consumer, whether of sound alone, sound coupled with an image, or sound coupled
with data, in any form, analog or digital, now known or later developed
(including direct broadcast satellite, point-to-multipoint satellite, multipoint
distribution service, point-to-point distribution service, cable system,
telephone system, and broadcast station) where a direct or indirect charge is
made
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to receive the transmission.
(e) "Enhancements" means Audio, visual and/or audiovisual or
other material of any kind or nature intended to be embodied on, to accompany
and/or as a complement to a predominantly audio record.
(f) "Master", "Recording", "Master Recording" mean any
recording of sound, whether or not coupled with a visual image, by any method
and on any substance or material, whether now or hereafter known, including
Audio-Visual Recordings and Enhancements.
(g) "Mechanical Royalties" shall mean royalties payable to any
person for the right to reproduce and distribute copyrighted musical
compositions on Records.
(h) "Net Sales" shall mean sales of Records paid for and not
returned, less returns and credits, after deduction of reserves against
anticipated returns and credits.
(i) "Record" shall mean all forms of reproduction, now or
hereafter known, manufactured and/or distributed primarily for personal use,
home use, school use, juke box use or use in means of transportation, including
sound-alone recordings, audiovisual recordings, interactive media (e.g.,
CD-ROM), and Electronic Transmissions.
(j) "Royalty Base Price" means the Suggested Retail List Price
less all excise, sales, value added and similar taxes included in the price and
less the applicable Container Charge.
(k) "Suggested Retail List Price" or "SRLP" means: (i) with
respect to Records sold for distribution in the United States, (A) other than
with respect to compact discs, digital compact cassettes, mini-discs, other
digital configurations, Electronic Transmissions and any and all new
technologies, Company's published suggested retail list price in the United
States during the applicable accounting period for the computation of royalties
to be made hereunder (it being understood that a separate calculation of the
suggested retail list price will be made for each price configuration of Records
manufactured and sold by Company), and (B) with respect to compact discs,
digital compact cassettes, mini-discs, other digital configurations, Electronic
Transmissions and any and all new technologies, one hundred thirty percent
(130%) of Company's average published wholesale price in the category of sale
concerned (it being understood that in the event such wholesale price changes
during an accounting period, the applicable wholesale price for the entire
accounting period will be deemed to be the average daily wholesale price during
the period); and (ii) with respect to Records sold for distribution outside the
United States, the retail equivalent price utilized by Company's licensee in
computing monies to be paid to Company for the Record concerned (provided that
in any county where there is no actual suggested or applicable retail list price
and where Company's licensee is wholly-owned by Company or Company's parent, the
SRLP will be deemed to be the price established by Company or its licensee(s) in
conformity with the general practice of the recording industry in such country).
Notwithstanding anything to the contrary contained herein, the Suggested Retail
List Price for premium Records will be Company's actual sales price of such
Records.
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Notwithstanding anything to the contrary contained herein, the Suggested Retail
List Price with respect to so-called home video devices will be Company's
published wholesale price for the device concerned.
9. Services Unique. Employer agrees and acknowledges that Employee's
services are of a special, unique, unusual, extraordinary and intellectual
character giving them a peculiar value, the loss of which cannot be reasonably
or adequately compensated for in damages and that a material breach of this
Agreement shall cause Company irreparable injury. Company shall be entitled, in
addition to any and all other contractual, legal or equitable remedies available
to it, to injunctive relief by way of a temporary restraining order, preliminary
injunction and/or permanent injunction.
10. Miscellaneous.
(a) This Agreement is intended to and shall inure to the
benefit of Company's successors and assigns. Company may assign or delegate all
or any portion of this Agreement to any corporation or other entity as may
acquire all or a substantial portion of Company's assets or goodwill, or which
may result from a division or reorganization of Company. Employer acknowledges
and agrees that it may not assign or delegate all or any portion of this
Agreement without Company's Consent.
(b) This Agreement shall be governed by the internal laws of
the State of New York, as applied to contracts made and wholly performed within
the State of New York by residents thereof.
(c) Any and all disputes arising from or related in any manner
to this Agreement shall be submitted to binding arbitration in New York County,
New York, in accordance with the rules of the American Arbitration Association.
Notwithstanding any provision of state law, this Agreement shall be governed by
the Federal Arbitration Act. The authority of the arbitrator shall be complete,
and shall include the authority to determine any and all issues relating to the
formation, interpretation and performance of this Agreement. Company and
Employer agree and acknowledge, and Employer shall cause Employee to agree and
acknowledge, that such issues include (i) the scope of this subparagraph (c);
(ii) whether either party has waived the right to compel arbitration; (iii)
whether grounds for revoking this Agreement exist; (iv) whether either party
hereto is also a party to a pending court action or special proceeding with a
third party such that there is a possibility of conflicting rulings on a common
issue of law or fact; and (v) to fashion and award such relief as is provided
herein or by applicable law, including preliminary and equitable relief. In any
and all disputes arising from or related in any manner to this Agreement, the
prevailing party shall be entitled to recover any and all costs incurred in
prosecuting or defending such claim or dispute, including reasonable attorneys'
fees and the costs of arbitration.
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(d) This Agreement is the entire agreement and understanding
between the parties hereto, and supersedes any prior or contemporaneous oral or
written agreements, understandings or representations by either party. This
Agreement may be modified or amended only in a writing signed by the party to be
bound by the modification or amendment.
(e) No waiver of any provision of this Agreement shall
constitute a waiver of any other provision, nor shall any waiver constitute a
continuing waiver unless expressly stated in writing by the party to be charged
with such waiver.
(f) Any notices which a party is required or may desire to
give the other party shall be in writing and shall be given by delivering,
mailing or transmitting such notice to the other party at the address shown
below (or at such other address as the other party may designate from time to
time in writing in accordance with this provision): (i) if to Company, to it at
00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Chief Executive
Officer, with a copy to Xxxxx Xxxxxxxxxx, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attn: Xxxxx X. Xxxxxx XX, Esq.; and (ii) if to Employer, to it
at 000 Xxxxx Xxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000, Attn: Mr. Xxxx Xxxxxx, with a
copy to _________________________, Attn: __________________. Notice shall be
sufficiently given when hand delivered, or deposited so addressed, postage
prepaid, in the United States mail, or when transmitted by telegraph, telex,
facsimile or similar means. By any of the aforementioned methods, the effective
date of notice shall be the date that such notice is delivered; provided,
however, that the effective date of any notice of a change of address shall be
the date of receipt.
(g) If for any reason any provision in this Agreement is held
to be invalid or unenforceable by any court or arbitrator, such holding shall in
no way affect any other provision of this Agreement or the validity of the
remainder of this Agreement, and the affected provision shall be modified or
curtailed only to the extent necessary to bring it into compliance with the
applicable law.
(h) The captions used in this Agreement are for convenience
only and shall not be deemed to be a part, or affect in any way the construction
or interpretation, of this Agreement.
(i) This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties have executed and entered into
this Agreement as of the date first above written.
N2K INC.
By: /s/ Xxxxxxxx X. Xxxxx
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Its: Chief Executive Officer
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XXXX XXXXXX, INC.
By: /s/ Xxxx Xxxxxx
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Its:
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INDUCEMENT
I have read and understood the above agreement and hereby confirm
the authority of Xxxx Xxxxxx, Inc. ("Lender") to furnish my services in
accordance with the provisions thereof, to grant the rights granted or to be
granted thereunder and to make or give the representations, warranties,
indemnities and agreements made or given therein. As a material inducement to
N2K Inc., I agree to abide and be personally bound by all of the terms,
conditions and provisions of said agreement to which Lender is subject
(including all representations, warranties, indemnities, grants of rights and
agreements made or given by Lender therein) as if I were a direct party thereto
and to look solely to Lender for any and all compensation due to me in
connection with the foregoing.
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
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