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EXHIBIT 10.8
AGREEMENT REGARDING THE ASSIGNMENT AND ASSUMPTION
OF THE RIGHT TO RECEIVE SHEET MUSIC
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is entered into
this 9th day of February, 2000, by and between Xxxxx XxXxxxxx, L.L.C. ("Xxxxx
XxXxxxxx"), a Washington limited liability company, (the "Assignor"), and
Xxxxxxx.xxx Corporation, a Washington corporation (the "Assignee").
RECITALS
WHEREAS, Assignor desire to assign to the Assignee all of Assignors'
right, title, and interest in such agreement as is more particularly described
below; and
WHEREAS, Assignee desires to accept such assignment from Assignor and
receive digital sheet music from Music Production International, a Russian
corporation ("MPI"), in connection with that certain Agreement Regarding the
Assignment and Assumption of Sheet Music Production (the "Production
Agreement") between Assignor and MPI.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignors, Assignee and MPI
agree, joint and severally, as follows:
1. Assignment. Assignor assigns, sets over, transfers, conveys, and
sells to Assignee, for total consideration to be paid to Xxxxx XxXxxxxx in the
amount of one million dollars ($1,000,000) as set forth below, all of
Assignor's right, title, and interest in and to the Production Agreement. This
assignment includes, without limitation, the right to receive from MPI, in
accordance with the terms of the Production Agreement, a minimum of four
thousand five hundred (4,500) pages of digital sheet music per month, beginning
on or about February 1, 2000, and continuing for a period of five (5) years.
The total number of pages of digital sheet music to be purchased by the
Assignee, and to be provided by MPI, shall equal at least 275,000 pages (the
"Production Amount").
Acceptance of digital sheet music from MPI shall be subject to satisfying
Assignee's qualitative standards. To the extent any page of digital sheet music
provided by MPI to Assignee does not satisfy the qualitative requirements of
the Assignee, such digital sheet music will not be deemed accepted by the
Assignee and, accordingly, will not be included in the four thousand five
hundred (4,500) pages of digital sheet music minimum monthly requirement to be
provided to the Assignee by MPI. By execution hereof, Assignee accepts the
terms of this Agreement, and is entitled to enforce all terms, conditions, and
covenants made by either Avtograf, a Russian joint stock corporation, or MPI,
in connection with the Production Agreement.
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2. Payment. At the end of each twelve month period, commencing with the
twelve months ending January 31, 2001, and ending with the twelve months ending
January 31, 2006, and provided that Assignee has received at least 4,500 pages
during each of the preceding twelve months of such year, Assignee shall pay
Assignor the sum of $200,000 (a total of $1,000,000 during the term of this
Agreement). If less pages have been received during any such month, Assignee
may deduct from such payment all costs it has reasonably incurred to have the
shortfall produced, or in the alternate, the losses Assignee has actually
incurred by not having the shortfall in its inventory.
3. Representations. Assignor represents and warrants that Assignor is the
owner of all interests conveyed hereby; that there is no default now existing
under the Production Agreement; that the Production Agreement is valid and
enforceable in accordance with its terms; that Assignor has full and lawful
authority to assign the Production Agreement; and that Assignor will defend the
assignment and sale under this Agreement against all persons claiming the same
or any part thereof. In the event of such a claim, upon Assignor's written
request, Assignee shall make available to Assignor all documents, or copies
thereof, as are necessary to defend such a claim, and shall cooperate with
Assignor as is reasonably necessary, at no expense to Assignee, to defend such
a claim. Assignor also represents that MPI is fully competent and able to
perform the Production Agreement in a timely manner.
4. Indemnification. Assignor hereby agrees to indemnify and hold the
Assignee harmless from and against any loss, expense, or liability (including
attorneys' fees, expenses of litigation, and costs of appeal) resulting from
Assignor's breach of any of Assignor's responsibilities and obligations under
the Production Agreement assigned hereunder which may accrue prior to the date
hereof. Assignor further agrees to indemnify and hold the Assignee harmless
from and against any loss, expense, or liability (including attorneys' fees,
expenses of litigation, and costs of appeal) resulting from any breach of the
Assignors' responsibilities and obligations under the Production Agreement and
assumed by the Assignee which may accrue from and after the date hereof.
5. Integration. This Agreement and the terms of the Production Agreement
contain the entire understanding and agreement of the parties with respect to
the subject matter set forth herein, superseding any and all prior agreements,
written or oral, between the parties regarding the subject matter hereof.
6. Successors and Assigns. This Agreement shall inure to and be binding
upon the parties hereto and their respective heirs, successors, and assigns.
7. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington.
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EFFECTIVE as of the day and year first set forth above.
ASSIGNOR: ASSIGNEE:
Xxxxx XxXxxxxx L.L.C. a Xxxxxxx.xxx Corporation, a
Washington limited liability company Washington corporation
By: By:
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Its: Its:
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CONSENT TO ASSIGNMENT:
Music Production International, a
Russian corporation
By:
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Its:
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