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Exhibit 10.1
BECOMING ART INC. LICENSE AGREEMENT
Memorandum of Agreement made and entered into this 7th day of December, 2003,
by and between;
BECOMING ART INC. a Nevada Corporation in the business of
reselling original art and original art images directly
licensed from artists residing in United States and Canada,
hereinafter referred to as the "BECOMING ART/licensee",
And
XXXX TEREMBLAY (Thaychi), having an address at 000 Xxx xxx
Xxxx Xxxxx, Xx. Xxxxxxx, Xxx. (hereinafter referred to as
"Artist/licensor") and
Whereas, the Artist/Licensor is the owner of the entire right, title and
interest in and to certain original art and images listed in Schedule A
(hereinafter referred to as the "Licensed Images") for use on canvass transfers,
paper prints, and any other printed material that wholesale and retail buyers
may request from time to time (hereinafter referred to as the "Images"); and
Whereas, BECOMING ART/Licensee is desirous of securing and Artist/Licensor is
willing to grant, upon the terms and conditions hereinafter set forth, a
non-exclusive license of the are original artwork and/or Images for resale; Now,
therefore, in consideration of a Fee Schedule as described in Schedule A and
other good and valuable considerations, the receipt of which is hereby
acknowledged, and in consideration of the covenants and obligations hereinafter
set forth to be well and truly performed, the parties hereto hereby agree as
follows:
I. Artist/Licensor hereby grants to BECOMING ART/Licensee a non-exclusive,
non-transferable right and license to print, use and resell the Licensed Images
and in connection with promotional material for the period of ten (10) years.
Thereafter, this agreement will continue, however, the artist/Licensor may
terminate this agreement after the tenth year for convenience upon 6 months
written notice.
II. BECOMING ART/Licensee agrees to pay to Artist/Licensor, as a license, the
sums set forth on Schedule A attached hereto and made a part hereof on each
Image resold during the term of this agreement and license.
III. BECOMING ART/Licensee agrees that it will render to Artist/Licensor with
each such fee payment a written statement setting forth the total net receipts
from its fee-bearing sales used by it during the period covered by such
statement, and BECOMING ART/Licensee agrees to provide a suitable statement in
sufficient detail to enable the fees payable hereunder to be determined.
IIIA. The Artist will receive without cost five (5) copies of everyone of her
artwork which will be printed for distribution.
IV. In the event that BECOMING ART/Licensee or Artist/Licensor defaults or
breaches any of the provisions of this license agreement, the non-defaulting
party may cancel the license here granted upon ten (10) days' written notice to
the other party; provided, however, that if the defaulting party, within the ten
(10) day period referred to, cures the said default or breach, the license
herein granted shall continue in full force and effect until the expiration of
this Agreement or until the expiration of any re-issue, continuation or
extension thereof, in the event of the termination of the license herein granted
by Artist/Licensor to BECOMING ART/Licensee shall not be relieved of the duty
and obligation to pay in full fees accrued and due and payable at the effective
date of such termination.
V. Artist/Licensor shall indemnify and hold harmless and defend BECOMING
ART/Licensee and BECOMING ART/Licensee's officers, agents and employees from and
against any and all claims, demands, causes of action, suits, proceedings,
liabilities, damages, losses, cost and expenses, including attorney's fees,
caused by, incurred or resulting from any claimed infringement by the Licensed
Images on the rights of any third party. Artist/Licensor agrees to cooperate
with BECOMING ART/Licensee in the event the rights granted BECOMING ART/Licensee
herein are infringed upon by a third party.
VI. In the event of any adjudication of bankruptcy, appointment of a Receiver by
a court of competent jurisdiction, assignment for the benefit of creditors or
levy of execution directly involving BECOMING ART/Licensee this agreement shall
terminate.
VII. Any notice required or given pursuant to this Agreement shall be sent
certified or registered mail, postage prepaid, return receipt requested to the
address set forth above.
VIII. This agreement and the license herein granted shall inure to benefit of
each of the parties hereto and the heirs, successors and assigns each of the
parties. However, this agreement may not be assigned by either party in whole or
in part. This Agreement shall be interpreted according to the laws of the Sate
of Nevada, wherein jurisdiction shall be found in the event of any legal actions
arising hereunder, This Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof.
IX. No costs will be charged the artist including professional pictures,
shipping and other related costs.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed as of the day and year first above written.
/s/ Xxxx Xxxxxxxx Dec 2003
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Artist/Licensor Date
/s/ Xxxx Xxxxxx Dec 7, 2003
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BECOMING ART/Licensee Date
SCHEDULE A
LIST OF IMAGES SUPPLIED TO BECOMING ART BY THE ARTIST
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UNDER THIS LICENSE AGREEMENT:
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IMAGE # Title Artist's Date Created
Initials
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See A1 - A2
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FEE SCHEDULE:
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BECOMING ART agrees to pay the Artist, 10% of the gross profit realized from the
resale of any art product bearing the Licensed Image. Gross profit as defined by
BECOMING ART will be calculated after all costs associated with that sale have
been deducted, including but not limited to; travel, setup, retouching,
printing, packaging, shipping, and returns.
BECOMING ART agrees to pay the Artist within 30 days of receipt of payment from
the client.
A-1
PRICE LISTE
Creations Xxxx Xxxxxxxx
780 rue des pins oust
Saint Sauveur des monts
Quebec Canada
J0R 1R2
(000) 000-0000
Series A
Vetement de lumiere A-101 48 x 48 inch
Ceremonie nuptiale A-102 48 x 48
Monde imaginaire A-103 48 x 48
Series B
Le double B-101 16 x 20
Femme B-102 8 x 10
Miroir de la vie B-103 10 x 20
Series C
Horizon lointain C-101 12 x 14
Etudes xxx l'espace C-102 12 x 14
Language des sages C-103 8 x 10
Cocus immortel C-104 12 x 14
Series D
S'elancer D-101 40 x 60
Arbre de mon enfance D-102 30 x 30
Printemps sans retenue D-103 24 x 24
Fenetre sur l'espace D-104 22 x 30
Meditation D-105 6 x 8
Sur deux tableau D-106 12 x 14
Rencontre D-107 12 x 32
La trinite D-108 16 x 20
Passion D-109 24 x 60
Noire couleur D-110 12 x 20
Series E
Lutin a la fleur E-101 25 x 52
Magie des mages E-102 24 x 36
A-2
Series F
Vers le haut F-101 16 x 20
Integration F-102 40 x 60
Foret Enchantee F-103 16 x 20
Ils sont la F-104 16 x 20
Apparation F-105 16 x 20
Camouflage F-106 16 x 20
Series G
Deploiement G-101 30 x 30
Feuillage et racine G-102 30 x 30
Bouleau porteur G-103 30 x 30
Espace eternel G-104 30 x 30
L'arbre de connaissance G-105 30 x 30
L'arbre de vie G-106 30 x 30
Series H
Heritage future H-101 30 x 00
Xxxxxxxx X-000 30 x 30
Duo evolutif H-103 30 x 30
L'atlante ou xx xxxx H-104 30 x 30
Series I
Les oies I-101 22 x 30
Entre ciel et terre I-102 30 x 30
Porteur de joie I-103 22 x 30
Retour de `lespace I-104 22 x 30
La xxxxx xx x'xxxxxxxx X-000 00 x 30
