Exhibit 10.7
RIGHT OF FIRST REFUSAL AGREEMENT
This Agreement is made on this 8th day of May, 2000, by and between InVision
Records, Inc., a wholly-owned subsidiary of Falcon Entertainment Corp., 000 0xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Company"), and Xxxxxx Xxxxxx, d/b/a, Xxxxxx
Productions, Inc., p/k/a, Matrix Music Works, of 0000 Xxxxxx Xxxx., Xxxxx 000,
Xxxxxxxxx, Xxxxxxxxxx 00000 ("Matrix").
Matrix is a music production company, which currently has a number of artists
and music related projects in development e.g., artists, music soundtrack(s),
etc. (hereinafter the "Talent Pool"). The Company desires to acquire a right of
first refusal to acquire the projects and/or artists that, from time to time,
will constitute the Talent Pool. Accordingly, the parties agree as follows:
1. GRANT In exchange for the payment of $100,000.00, the Company, after
the date hereof, shall have a right of first refusal to review
projects, for purpose of acquiring an interest therein at fair market
value, that Matrix is prepared to offer to the entertainment industry
(hereinafter the "Right").
2. BEST EFFORTS Matrix will utilize its best efforts to keep key
executives of the company apprised of all developments that would add
or detract from the Talent Pool.
3. TERM/TERRITORY The term of this agreement shall be for a period of five
(5) years from the date hereof (the Term), and shall include projects
within the Talent Pool on a worldwide basis.
4. WARRANTY AND AUTHORITY Matrix warrants and represents that it has the
right and legal capacity to enter into this agreement, and that Matrix
is not subject to any prior obligations or agreements, whether as a
party or otherwise, which would restrict or interfere in any way with
the full and prompt performance of its obligations hereunder. Matrix
further warrants that it is a corporation in good standing (See Exhibit
"B", Certificate of Good Standing), and that its board of directors has
authorized Matrix to enter into this transaction (See Exhibit "C",
Secretary's Certificate Relating to Incumbency and the Corporate
Resolution related thereto).
Matrix agrees to indemnify, save and hold Company harmless from any and all loss
and damage (including court costs and reasonable attorneys' fees) arising out
of, connected with or as a result of any inconsistency with, failure of, or
breach or threatened breach by Matrix of any warranty, representation,
agreement, undertaking or covenant contained in this agreement.
This agreement sets forth the entire agreement between the parties with respect
to the subject matter hereof. No modification, amendment, waiver, termination or
discharge of this agreement shall be binding upon Company unless confirmed by a
written instrument signed by an authorized officer of Company, or binding upon
you unless confirmed by a written instrument signed by you. A waiver by either
you or Company of any term or condition of this agreement in any instance shall
not be deemed or construed as a waiver of such term or condition for the future,
or of any subsequent breach thereof. All rights, options and remedies in this
agreement shall be cumulative and none of them shall be in limitation of any
other remedy, option or right available to Company or to you. Should any
provision of this agreement be adjudicated by a court of competent jurisdiction
as void, invalid or inoperative, such decision shall not affect any other
provision hereof, and the remainder of this agreement shall be effective as
though such void, invalid or inoperative provision had not been contained
herein. The headings of the paragraphs hereof are for convenience only and shall
not be deemed to limit or in any way affect the scope, meaning or intent of this
agreement or any portion thereof. All accountings and payments required herein,
and all grants made herein, shall survive and continue beyond the expiration or
earlier termination of this agreement. Neither party shall be entitled to
recover damages or to terminate the Term by reason of any breach by the other
party of its material obligations, unless the latter party has failed to remedy
the breach within a reasonable time following receipt of notice thereof.
THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF NEW
YORK AND ITS VALIDITY, CONSTRUCTION, PERFORMANCE AND BREACH SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY
PERFORMED THEREIN. YOU AGREE TO SUBMIT YOURSELF TO THE JURISDICTION OF THE
FEDERAL OR STATE COURTS LOCATED IN NEW YORK CITY IN ANY ACTION WHICH MAY ARISE
OUT OF THIS AGREEMENT AND SAID COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER ALL
DISPUTES BETWEEN COMPANY AND YOU OR ARTIST PERTAINING TO THIS AGREEMENT AND ALL
MATTERS RELATED THERETO. IN THIS REGARD, ANY PROCESS IN ANY ACTION OR PROCEEDING
COMMENCED IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX ARISING OUT OF ANY CLAIM,
DISPUTE OR DISAGREEMENT UNDER THIS AGREEMENT MAY, AMONG OTHER METHODS, BE SERVED
UPON YOU BY DELIVERING OR MAILING THE SAME, VIA REGISTERED OR CERTIFIED MAIL,
ADDRESSED TO YOU AT THE ADDRESS PROVIDED HEREIN FOR NOTICES TO YOU; ANY SUCH
DELIVERY OR MAIL SERVICE SHALL BE DEEMED TO HAVE THE SAME FORCE AND EFFECT AS
PERSONAL SERVICE WITHIN THE STATE OF NEW YORK. NOTHING CONTAINED IN THIS
SUBPARAGRAPH 25(b) SHALL PRECLUDE COMPANY FROM JOINING MATRIX IN AN ACTION
BROUGHT BY A THIRD PARTY AGAINST COMPANY IN ANY JURISDICTION, ALTHOUGH COMPANY'S
FAILURE TO JOIN MATRIX IN ANY SUCH ACTION IN ONE INSTANCE SHALL NOT CONSTITUTE A
WAIVER OF ANY OF COMPANY'S RIGHTS WITH RESPECT THERETO, OR WITH RESPECT TO ANY
SUBSEQUENT ACTION BROUGHT BY A THIRD PARTY AGAINST COMPANY. NOTHING CONTAINED
HEREIN SHALL CONSTITUTE A WAIVER OF ANY OTHER REMEDIES AVAILABLE TO COMPANY.
Agreed to and accepted:
InVision Records, Inc.
/s/ Xxxx Xxxxxxxx
----------------------------
By: Xxxx Xxxxxxxx, President
Authorized Signatory
InVision Records, Inc.
/s/ Xxx Xxxxxxxxx
----------------------------
By: Xxx Xxxxxxxxx, Chairman
Authorized Signatory
Xxxxxx Productions, Inc
d/b/a Matrix Music Works
/s/ Xxxxxx Xxxxxx
----------------------------
By: Xxxxxx Xxxxxx, President
Authorized Signatory
