[EXHIBIT 10.4]
August 01, 2000
Xxxx Xxx Xxxx
0000 Xxxxx Xxxxx
Xxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
RE: License for Armadillo Cowboy Club
Xxxx,
This letter will serve to confirm the terms and conditions of the Agreement
between Armadillo Cowboy Club (hereinafter referred to as "Licensee") and Xxxx
Xxx Xxxx (hereinafter referred to as "Licensor") for the unlimited exclusive
rights to the Licensor's original story, "The Armadillo Cowboy Club"
(hereinafter referred to as "property).
1. Term of Agreement
The term of the Agreement shall commence August 1,,2000 and continue
through ,2005 (the "term"). Thereafter, the Agreement may be renewed upon such
terms and conditions as may be agreed to between the Licensor and Licensee.
2. Transfer of Rights/Licensing
(a) The Licensee is granted, by the Licensor, the unlimited exclusive right
to distribute, sell, market and reproduce the property as it deems appropriate
on a worldwide basis for the term of this agreement.
(b) Notwithstanding the provisions of paragraph 2 (a) above, the Licensor
retains complete creative control of the property and subsequent use, including,
but not limited to: product design, package design, book publishing and
electronic publishing. Licensee must obtain written approval from Licensor prior
to: publishing, printing, airing of the property. Licensor must grant approval
within fifteen (15) days and provide the Licensor every opportunity to correct,
change or amend said use in order to obtain the Licensor's final approval.
(c) In consideration of the payment by Amarillo Cowboy Club to Xxxx X. Xxx
Xxxx of the sum of $ and other good and valuable consideration, the receipt and
sufficiency is hereby acknowledged the parties hereto agree as indicated in this
agreement.
3. Licensing Sub-Licensing
The Licensee is further granted, by the Licensor, the unlimited exclusive
right to sublicense the content to outside parties, as it deems appropriate on a
worldwide basis for the term of this agreement.
4. Royalty/compensation
No royalty payments will be due to the Licensor during the term of this
agreement. Shares of Wild Heart Ranch will issued according to the following
milestones: 200,000 upon licensing agreement signed, 200,000 upon first sales in
product line and 500,000 shares upon first $5 million in sales. In the event of
a buyout of this line, all pending shares will be fully vested and due.
The Licensor retains ownership, interest and copyright to the content. The
Licensee acknowledges that the content is the sole property of Xxxx Xxx Xxxx.
5. Acknowledgements
The Licensee acknowledges that the Licensor has direct ownership in the
Licensor's company and holds the position of Chief Executive Officer.
6. Promotions
The Licensee is granted and retains the right to publish and promote Xxxx
Xxx Xxxx as the "Amarillo Cowboy Club Author" in the company's Internet site,
promotional material and advertising.
7. Termination
This Agreement shall terminate:
(a) upon expiration of the term described in Section 1 hereof;
(b) upon the mutual written agreement of Licensor and Licensee:
(c) Breach of any provision set forth in this agreement by either party;
(d) upon the death of Licensor, or bankruptcy of corporation by Licensee.
8. Severability
The invalidity or unenforceability of any provision hereof shall in no way
effect the validity or enforceability of any other provision.
9. Counterparts
This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original.
10. Entire Agreement
This Agreement contains the entire understanding of the parties and
supersedes all prior written and oral understandings. It and its provisions may
not be changed, waived or terminated orally, but only by an Agreement in writing
signed by the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement of the
date written above.
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Xxxx Xxx Xxxx
CEO/Director
Amarillo Cowboy Club
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Xxxxx Xxxxxxx
Director
