This agreement (“Agreement”), effective September 1, 2006, (“Effective Date”), sets forth the basic terms and conditions between, EuroMedia Holdings Corp. (“Eurocinema” or “Licensor”), 1395 Brickell Avenue, Suite 800, Miami, Florida 33131 and...
Exhibit 10.C.02
This
agreement (“Agreement”), effective September 1, 2006, (“Effective Date”), sets
forth the basic terms and conditions between, EuroMedia Holdings Corp.
(“Eurocinema” or “Licensor”), 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxx
00000 and Tangerine Global, LLC. (“Tangerine” or “Licensee”), with offices at
00000 Xxxxxxxx Xxx (Xxxxx 000), Xxxxxx Xxx Xxx, Xxxxxxxxxx 00000 (together
“the
Parties”) that will form the basis for a more detailed agreement.
EuroMedia
Holdings Corp. is a Florida-based company focused on distributing International
feature films and other programming content to various content distribution
platforms.
Tangerine
is delivering via Video on Demand (VOD) HD and Standard definition TV
programming content and technology services to commercial hotels globally,
utilizing unique delivery solutions and by maintaining secure content delivery
leading edge entertainment experience.
The
Parties wish to enter into a non-exclusive licensing agreement for Tangerine
to
supply services to guests at luxury hotels and other mixed media
locations.
The
Parties agree to endeavor to complete a definitive agreement based on the
following terms:
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Overview:
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Rollout:
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To
be launched commercially in hotels beginning Q4 2006.
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Term:
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Five
(5) year non-exclusive agreement.
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VOD
Film Term:
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Tangerine
may extend the VOD availability period for each Eurocinema feature
film as
outlined in TVN’s content schedule (see “Delivery”). Eurocinema will
advise Tangerine of each title’s VOD availability period and the end dates
for each individual EuroCinema title.
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Content:
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Eurocinema’s
monthly selection of international films in original language with
English
sub-titles. Once HD formatted films are available, Eurocinema will
advise
Tangerine of HD films distributed by Eurocinema, and these films
will fall
under this same agreement, if EuroCinema and Tangerine mutually
select
them.
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Mode
of Sale:
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Content
shall be made available to guest rooms in hotels on a video-on-demand
(VOD) basis.
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Revenue
Split:
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40%
Eurocinema
60% Tangerine Global
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Based
on the actual gross revenue received by Tangerine and after the
hotel’s
VOD revenue is taken per title.
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Reporting:
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Tangerine
Global will provide Eurocinema with monthly buy reports from each
hotel
that offers Eurocinema content on a video on demand basis, thirty
days
following each calendar month in which a transaction
occurred.
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Content
Delivery:
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Tangerine
is an affiliate of TVN’s satellite delivered transport service and shall
receive Eurocinema’s monthly pre-encoded film content per TVN’s content
pitch schedule
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Territory:
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Currently,
countries including the U.S., Canada, Mexico, the Caribbean, Hong
Kong,
Japan, the U.K. and Central Latin America. However, Eurocinema
will make
best efforts to obtain worldwide rights for hotels and other mixed
media
venues that Tangerine may service in other parts of Asia, Europe,
Australia and the Middle East. Eurocinema will notify Tangerine
once these
rights are obtained.
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Marketing:
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Eurocinema
will provide promotional print (photos) materials, video promos
and
content synopsis information to be used for the on-screen guide
and
promotion channel.
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Confidentiality:
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This
Agreement and all information exchanged between the Parties will
be kept
confidential.
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Applicable
Law:
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This
Agreement is governed by and shall be construed in all respects
in
accordance with the laws of California. The Parties shall submit
to the
non-exclusive jurisdiction of the courts of
California.
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The
parties in counterparts may sign this Agreement.
| EUROMEDIA HOLDINGS, CORP. | TANGERINE GLOBAL, LLC | ||
| By: | By: | ||
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Name: Sebastien
Perioche
Title: Chairman
& CEO
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Name: Xxxxxx Xxxxx
Title: President
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