LETTER OF AGREEMENT TO PURCHASE
Exhibit No.
10.8
Form
10-KSB/A
File
No. 000-51185
LETTER
OF AGREEMENT TO PURCHASE
April 13,
2007
Xxxxxx
Xxxxxxx, President
Freehawk
Productions, Inc.
00000
Xxxxxxxx Xxxxxxxxx, Xxxxx #000
Royal
Palm Beach, FL 33411
Dear Xx.
Xxxxxxx:
This
letter sets forth our Agreement {"Agreement") between Xxxxxx Xxxxxxx, President
FREEHAWK PRODUCTIONS,
INC. hereinafter, (the "Freehawk") and SIGNET INTERNATIONAL HOLDINGS,
INC. ("Signet") with respect to thirty one-half hour screenplays
entitled" Border Patrol"
(the Property).
Signet is
desirous of purchasing the property and has agreed to compensate Freehawk as
delineated in item
1. Purchase Price
& Terms
Xxxxxxxx
agrees to deliver the property to Signet according to Xxxxxx's time table
however delivery will be no earlier than three months and no later than eighteen
months from the date of execution of this agreement, unless Signet requests an
accelerated or extended time table with reasonable notification.
PURCHASE
PRICE: The agreed purchase price for the total 30 one half-hour ready to air
shows is $750,000.00. This price includes all of the rights, title and
privileges of and to the properties and any and all ancillaries that may accrue
to Signet as defined in Paragraph 2 entitled Rights Granted.
PAYMENT
TERMS & CONDITIONS: Payment- 20,000 shares of Signet Common Stock will be
issued to Freehawk and delivered from Signet's Transfer Agent upon Signet’s
authorization and $25,000.00 cash
payable
anytime before April 14, 2009.
2. Rights
Granted
Freehawk
hereby sells to Signet outright, exclusively and in perpetuity, all right,
title, and interest of any kind or nature whatsoever, whether now or hereafter
known or existing in all languages, throughout the universe in and to the
property (the Rights"). The Rights shall include, without limitation,
all motion programs, television and allied rights in and to the Property
including, without limitation, music, live action, animation, remake, sequel,
prequel, series, digital television and video cassette and/or video laser disc
recording, sound track, media rights, merchandising, and commercial tie-up
rights in and to the Property and any and all rights there from or ancillary
thereto and the exclusive right to exploit any and/or all such rights as Signet
may choose in its sole discretion in any and/or all media now or hereafter known
or devised in perpetuity, throughout the universe.
3. Representations
and Warranties
Freehawk
warrants and represents that all ideas, creations, material, and intellectual
properties furnished by Freehawk herein are and will be Freehawk's own and
original creation. Freehawk warrants and represents that Freehawk has
the sole and exclusive right and authority to enter into and fully perform this
agreement and to grant exclusively to Signet the Rights granted
herein.
4. Indemnities
Freehawk
shall defend, indemnify and save harmless Signet, it's successors, and assigns,
and any officers, directors, employees/ agents and/or representatives of any of
the foregoing, from and against any and all claims and expenses (including
without limitation reasonable legal fees and expenses) incurred by any of them
by reason of the breach or alleged breach of any warranty undertaking,
representation and/or agreement made by or entered into herein by Freehawk
hereunder.
5. Signet’s
Control
Freehawk
acknowledges the right of Signet to make any changes to the Property in the
preparation and exploitation of any productions based on the property, and in
this connection Freehawk acknowledges and agrees that Freehawk will not have any
right of approval or consultation with respect to any such changes or with
respect to any element of any production produced hereunder.
6. Assignment
All
Rights and privileges granted to Signet hereunder and all representations and
warranties made by Freehawk hereunder shall inure not only to Signet's benefit,
but also to the benefit of all persons who may hereafter lawfully acquire any
right to produce, sell, license, transmit, exhibit, advertise and/or exploit in
any way the Rights granted hereunder, it being expressly agreed that any
production hereunder may be produced, released, sold and/or distributed under
any company or trade name, brand producing mark, or trademark desired by Signet,
its licensees, successors and assigns.
7. No Injunctive
Relief
Xxxxxxxx's
sole and exclusive remedy for any breach of this Agreement shall be limited to
an action for damages at law and under no circumstances shall Freehawk be
entitled to equitable relief or to restrain or enjoin the distribution of any
Programs hereunder or other exploitation of any of the Rights granted to Signet
hereunder.
8. Notices
Notices
to Signet shall be sent to:
Xxxxxx X.
Xxxxxxxxx, President
000 Xxxxx
Xxxxxx, Xxxxx 000
Palm
Beach, FL 33480
000-000-0000
Notices
to Freehawk shall be sent to:
Xxxxxx
Xxxxxxx, President
Freehawk
Productions, Inc.
00000
Xxxxxxxx Xxxx., Xxxxx 000
Royal
Palm Beach, FL 33411
000-000-0000
All
payments and notices hereunder shall be given to Freehawk and Signet by first
class mail, registered or certified, return receipt requested, or by personal
delivery, Fax, Federal Express or the like, at their respective addresses set
forth, or to such other address as either party shall specify in
writing.
9. Rights of
Action
Rights of
action with respect to breach of promises, covenants, warranties and/or
representations by either party to this agreement made or committed during its
effective term shall survive the expiration of this agreement an shall inure to
and for the benefit of any successors and assigns of either party to this
agreement.
10. Choice of
Law
This
agreement is executed in and shall be construed in accordance to the laws of the
State of Florida. The parties agree that venue for any action in
relation to this agreement shall be in the State of Florida.
11. Entire
Agreement
This
constitutes the sole and entire agreement and understanding between FREEHAWK AND
SIGNET with respect to the subject matter discussed herein.
All terms
contained in this letter Agreement which are not specifically defined herein are
intended to be defined in accordance with the customary definitions of such
terms in the United States Motion Programs and Television
industries.
This
letter Agreement shall constitute a complete and mutually binding Agreement that
can not be modified except by a writing signed by all of the parties. Please
indicate your acceptance of this letter Agreement by signing in the space
provided for herein below.
AGREED TO AND ACCEPTED
BY:
For
FREEHAWK PRODUCTIONS, INC.
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/s/
Xxxxxx
Xxxxxxx
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April
7, 2007
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Xxxxxx
Xxxxxxx
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Date
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President
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/s/
illegible
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Witness
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/s/
Xxxxxx X.
Xxxxxxxxx
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April
13, 2007
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Xxxxxx
X.
Xxxxxxxxx
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Date
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President
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| /s/ illegible | |
| Witness |
