MUSIC AGREEMENT
Exhibit
10.3
THIS
AGREEMENT (this “Agreement”) is
entered into and is effective as of August 21, 2006 (the “Effective Date”) by
and between Xi’an Si Jian Cultural Communication Co Ltd (the “Producer”) with the
principal place of business in Room 318, Hyatt Hotel, No 158 Dong Da Jie, Xi’an
China, and XXXXXXX XXXXXXXX (the “Composer”) in
connection with the live Dinner-Show Musical currently entitled “QIN”
(“Musical”).
SERVICES
– Composer will compose, arrange, perform, produce, record, mix and deliver an
original music score (“Score”) for the Musical. Composer’s services will be
rendered on a non-exclusive basis.
Terms:
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1.
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Upon
signing of this Agreement, Composer should engage in the making of a demo
of 5 minutes for the Musical and deliver to Producer on or before
September 1st, 2006.
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2.
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Composer
should deliver to Producer the first draft of Score on or before November
15, 2006. Producer should review the first draft within 14 days upon
receipt, and consult with Composer on further revision if
necessary.
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3.
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Composer
should complete the Score and the recording of the percussion instrument
section, and deliver to Producer the Score on or before December 31, 2006.
Composer will utilize his resource in the U.S. to record the percussion
part, which will cost around US$5,000 and should be paid by Producer.
Composer should, upon the invitation of producer, arrange a trip to
Guangzhou, China to complete recording of the rest of the Score and
combine the percussion section with in the facility provided by Producer.
Upon completion of the recording, Producer should review the recording,
and notify Composer the review results within 14 days. Failure to notify
Composer shall deem as approved by Producer, and Composer’s service has
been accomplished.
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4.
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If
upon review Producer approves of Score and requires no further revision,
Composer’s service accomplishes upon receipt of Producer’s notification in
writing.
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5.
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As
compensation for Composer’s service, a cash value of US $57,500 shall be
paid to the Composer as
follows:
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a.
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Upon
approval in writing of the demo by Producer as set forth in Article 1,
Producer shall make the first payment of US $7,500 as
deposit.
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b.
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Upon
approval in writing the first draft by Producer, Producer shall make the
second payment of US $10,000 once the condition set forth in Article 2 is
met.
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c.
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Upon
approval in writing the complete recording of Score by Producer as set
forth in Article 3, Producer shall make the third payment in stock worth
of US $40,000, payable to Composer by free trading shares of the public
companies trading on NASDAQ OTCBB market, Capital Resource Funding Inc.
(Symbol CRFU) or Dark Dynamite Inc (Symbol DKDY), calculated according to
the closing bid price on the date of the written
approval.
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6.
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When
travel is required and has been authorized by the Producer, Producer will
make all travel arrangements for Composer, and Producer will pay all
travel expenses from Composer’s city, or from any city at which Composer
may be located when called upon to perform the Services, and for
Composer’s return to any point, inclusive of air travel, ground
transportation, first class hotel accommodations, and appropriate per
diem.
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7.
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Failure
of Producer to execute Agreement shall deprive Producer the right to claim
the deposit. Failure of Composer to execute Agreement shall entitle
Producer a refund by Composer twice as much as the
deposit.
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8.
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Any
copyrightable material developed by Composer shall be considered work for
hire and shall entitle the Producer to be the copyright owner.
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.
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9.
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In
the case Musical adopts and implement Score and Composer fully executes
his / her responsibilities as specified in Agreement, Composer shall enjoy
the right bearing his name in Musical and any other derivative product, to
read: ORIGINAL MUSIC BY XXXXXXX
XXXXXXXX.
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10.
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In
the case Agreement proceeds to achieve both parties’ satisfaction,
Composer would be honored the Chief Composer of the Producer and composes
all Producer’s other music pieces, Composer should be entitled a 5% of
profit from the sales of Audio and Video
products.
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11.
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Producer
has the right to decide on its own discretion whether or not to adopt or
utilize Score, Composer agrees not to interfere in any
measure.
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12.
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Producer
shall not use or authorize the use of Composer’s name and portrait without
reimbursement to Composer unless such use is for the purpose of promotion
for Musical.
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13.
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Without
consent of Producer, Composer should not reveal to any third party of the
content of Musical, cast of Musical, production progress of Musical and
any other information relevant to Musical. Before Agreement becomes
effective, Composer should not reveal any third party of Producer’s
commercial secrets learnt before, during and upon the signing of
Agreement. If Composer fails to comply with the confidentiality clause as
mentioned above, Composer shall compensate Producer for its loss as
suffered herein.
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14.
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If
any of the following occurrences should arise during the execution of
Agreement, Producer has the right to notify Composer or Composer’s
guardian via written statement to terminate
Agreement:
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a.
Composer fails to comply with the terms set forth in Article 1, 2, or
3.
b.
Composer partially or fully loses his / her capacity for civil conduct and
becomes incapable of further execution of Agreement.
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12.
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If
any of the following occurrences should arise during the execution of the
Agreement, Composer has the right to notify Produce via written statement
to terminate Agreement:
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a.
Producer fails to compensate Composer in accordance to the terms set forth in
Article 4.
b.
Producer goes bankruptcy, dissolves or being revoked of its commercial
license.
13. Agreement
terminates if any of the occurrences arises:
a. The
completion of Composer’s Agreementual responsibilities
b.
Producer and Composer agree to terminate Agreement via written
statements
c.
Either party terminates Agreement according to Article. 11, 12 of the
Agreement.
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14.
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Without
prior written consent from either party, the other party should not
transfer partially or fully its / his / her rights or responsibilities to
any third party.
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15.
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This
Agreement and the interpretation and enforcement of the terms of this
Agreement shall be governed under and subject to the laws of the People’s
Republic of China.
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16.
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Any
dispute or claim arising from or in any way related to this agreement
shall be settled by arbitration in Shenzhen, China. All
arbitration shall be conducted in accordance with the rules and
regulations of the China International Economic and Trade Arbitration
Commission, South China Xxx-xxxxxxxxxx.XX WITNESS WHEREOF, the
parties have executed this Agreement as of the date set forth
above.
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PRODUCER :
Xi’an Si Jian Cultural
Communication Co Ltd
/s/ Xxxx Xxxxxxxx,
Director
Xxxx
Xxxxxxxx, Director
COMPOSER :
/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
FOR BEACH HOUSE MUSIC,
INC.
/s/ Xxxxxxx
Xxxxxxxx
Xxxxxxx Xxxxxxxx
