MASTER LICENSE
AGREEMENT
As of July 1, 1997
THIS WILL CONFIRM the following agreement between XXXXXX RECORDS (hereinafter
referred to as "Licensor") and MSH MUSIC GROUP, a division of MSH ENTERTAINMENT
CORP. (hereinafter referred to as "Company") with respect to the manufacture,
marketing and distribution of recordings made from Licensor's recorded masters
identified in Schedule A attached hereto and incorporated herein by reference
(hereinafter referred to as the "Masters") featuring Xxx Xxxxxx (hereinafter
individually referred to as "Xxxxxx") and the artist(s) identified in Schedule A
(hereinafter referred to in this context as the "Artist(s)"). The following when
accepted by Company will confirm the agreement as of this date as follows:
1. For the term hereof, Licensor hereby licenses, transfers and
assigns to Company irrevocably all right, title and interest in and to the
Masters, featuring the performance(s) of Xxxxxx and the Artist, including,
without limitation, the copyrights in the Masters and the right to secure such
copyrights and all renewals and extensions of such copyright, throughout the
world.
2. Concurrently with the execution of this Agreement, Licensor
shall deliver the Masters to Company. Upon delivery of the Masters to, and
acceptance by, Company, Company shall pay to Licensor the sum of Thirty Seven
Thousand Five Hundred ($37,500) Dollars as the license fee (hereinafter referred
to as the "License Fee") for the Masters hereunder. The License Fee shall be
deemed to be an advance hereunder and shall be recoupable from this Agreement
between Licensor and Company. Licensor directs that the payment provided for in
this Paragraph 2 shall be made to Xxx Xxxxxxxx as agent for Licensor.
3. The term of this Agreement shall be for Ten (10) Years,
commencing July 1, 1997 and running through June 30, 2007 (hereinafter referred
to as the "Term"); provided, however, that Company may extend the Term hereof
for additional Ten (10) Year periods by paying Licensor, on or before the
expiration of the then current period of the Term, an additional License Fee
equal to the sum set forth above.
4. Licensor hereby grants to Company, subject to the payments
provided for herein and to due performance by Company of its other obligations
hereunder, and Company hereby accepts, the exclusive right during the Term
hereof in and to the Masters in the Territory, as defined below, to manufacture,
exploit, market and sell copies of the recordings.
5. In addition to the License Fee and as additional
consideration hereunder, for all the rights granted hereunder, Company agrees to
pay Licensor a base royalty equal to Six (6%) Percent.
(a) Any payment made pursuant to this Agreement
(excluding royalties) shall be deemed to be a non-returnable advance. Without
limiting the generality of the foregoing, and, notwithstanding the provision of
Xxxxxxxxx 00, xxxxx, included among payments which shall be advances hereunder
shall be all amounts, if any, which may be paid by Company pursuant to the
requirement of any collective bargaining agreement between Company and any union
representing Xxxxxx and/or Artists, the musicians (including without limitation,
instrumentalists, leader, arrangers, orchestrators, copyists and contractors),
and vocalists for performances hereunder. Recording costs, if any, incurred in
connection with the recording of masters hereunder shall be deemed to be
non-returnable advances to Licensor and shall be charged against Licensor's
royalties under this Agreement.
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(b) The royalty rate indicated above is in respect to
records manufactured and sold by Company (or by any subsidiary, affiliate or
licensee), which contain only records manufactured from the Masters. Net sales
of any record shall be determined cumulatively on the aggregate number of such
records sold, for which Company has been paid, after deducting all returns,
rebates, credits, cancellations, and exchanges. In computing the number of
records manufactured and sold hereunder, Company shall have the right to deduct
returns and credits of any nature, including, without limitation, those on
account of a one hundred (100%) percent return privilege, defective merchandise,
exchange privilege, promotional credits, records not paid for, errors in
billing, usable overstock and errors in shipment. Company shall have the right
to maintain reasonable reserves against returns hereunder.
(c) As to records manufactured, sold or licensed for
distribution or manufacture outside of the United States of America, the royalty
rate payable to Licensor hereunder shall be one-half (1/2) of the otherwise
applicable base royalty rate which would have been payable to Licensor therefor
if such records had been manufactured or sold for distribution in the United
States, or one-half (1/2) of the royalty received by Company, whichever is
greater, on a territory to territory basis. The royalty for such records shall
be computed in the national currency, at Company's election, of the country of
manufacture, the country of sale, or the United States and shall be paid at the
same rate of exchange as Company is paid; provided, however, that royalties on
records sold for distribution outside of the United States shall not be due and
payable until payment therefor has been received by Company in the United States
and, provided, further, that if Company does not receive payment in United
States dollars and elects to accept payment in a foreign currency, Company may
deposit to Licensor's credit (and at Licensor's expense) in a depository
selected by Company all payments so received as royalties applicable to this
Agreement and shall notify Licensor thereof promptly. Such deposits as above
stated shall fulfill Company's obligations hereunder as to the record sales to
which such royalty payments are applicable.
(d) With respect to net sales of digital records
manufactured and sold under this Agreement, Licensor's royalty with respect to
each such record sold shall be equal to the greater of: (i) the same
dollars-and-cents (or other applicable currency) royalty amount payable with
respect to the same record in the comparable analog configuration (e.g., single,
EP, album, etc.) or (ii) Seventy-Five (75%) Percent of the otherwise applicable
base royalty rate in the applicable country for the configuration and price
category concerned.
(e) As to records sold through any direct mail order
operation or through any direct sales to consumer operation carried on by
Company, its subsidiaries, affiliates or licensees, including, without
limitation, any record clubs (herein collectively referred to as "record clubs")
as well as to any sales operation of the type commonly known as "TV/Key-Outlet
Merchandising" the royalty rate shall be one-half (1/2) of the otherwise
applicable base royalty rate computed in the same manner as Company's royalty is
computed. Notwithstanding anything set forth in this Agreement, no royalty shall
be payable to Licensor with respect to (i) records which are received by members
of any record club, either in an introductory offer in connection with joining
such record club or upon recommending that another join such record club and/or
as a result of the purchase of the required number of records including, without
limitation, records distributed as "bonus" and/or "free" records or (ii) records
for which the record club is not paid; provided, however, that Licensor shall be
paid on the greater of actual sales or fifty (50%) percent of the total number
of records manufactured from masters recorded hereunder distributed by such
record club. Notwithstanding anything to the contrary contained herein, if the
sum of the royalties so payable to Licensor under this Subparagraph 3.(e) shall
exceed one-half (1/2) of the net royalty which Company shall receive from
Company's licensee distributing such records, Licensor's royalty under this
Subparagraph 3.(e) shall be proportionately reduced so that the sum thereof
shall be equal to one-half (1/2) of said net royalty received by Company.
(f) The royalty rate in respect of the sale of
mid-priced records shall be three-fourths (3/4) of the otherwise applicable base
royalty rate as calculated in accordance with the foregoing provisions and the
royalty rate in respect of the sale of budget or low-priced records shall be
one-half (1/2) of the otherwise applicable base royalty rate as calculated in
accordance with the foregoing provisions, but in no event more than Fifty (50%)
Percent of the net amount received by Company therefrom.
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(g) Notwithstanding any other provision of this
Agreement, with respect to compact disc singles, analog singles, cassette
singles, EPs, twelve inch single records, or any so-called single record in any
configuration, the royalty rate hereunder for such single records shall be
three-fourths (3/4ths) the otherwise applicable base royalty rate.
(h) With respect to sales of videos hereunder, Company
shall pay Licensor a royalty which is the lesser of the royalty provided for
above or Fifty (50%) Percent of Company's "net receipts".
(i) With respect to so-called premium records, the
royalty payable to Licensor shall be one-half (1/2) of the otherwise applicable
base royalty based upon the price paid to Company, its subsidiaries, affiliates
or licensees for such records.
(j) With respect to all analog disc records and analog
cassette records sold hereunder, royalties on records included in albums,
jackets, cartridges, boxes or any other type of package or container (herein
collectively referred to as "container's") shall be based solely on the
applicable "royalty price" (as defined in Subparagraph (m) below) of such
records and containers less all taxes and also less a container charge equal to
twenty (20%) percent of the applicable royalty price; provided, however, that
the container charges in respect of all other records shall be twenty-five (25%)
percent of the applicable royalty price. In addition, if Company uses a
so-called "PPD" basis for the calculation for foreign royalties in any foreign
territory, then the foreign container deduction shall be used for such territory
rather than the deductions set forth herein.
(k) Royalties shall not be payable with respect to
the following: (i) records given away, invoiced on a "no charge" basis, or
furnished at a substantially reduced price to any customary recipient of free or
discounted promotional records, including, but not limited to, Licensor, a disc
jockey, a program director, a record reviewer, a radio or television station or
network, a motion picture company, a music publisher, Company's employees, an
individual producer, any performer on the record, an educational institution, a
library, or for charitable purposes; (ii) records distributed under a sales
program that are given away "free" or invoiced on a "no charge" basis as a bonus
and/or as a sales inducement to a customary participant in such sales programs,
including, but not limited to, a distributor, a sub-distributor, a dealer, or
any other person, and regardless whether such records are sold by such
participant or any other person; (iii) records cut out of Company's catalogue
and sold as discontinued merchandise; (iv) records sold as scrap or at a price
fifty (50%) percent or more below the regular price then in effect to
subdistributors; (v) records sold below cost; (vi) so-called "sampler" records
sold for one-half (1/2) of or less than one-half (1/2) of the then-current price
normally charged by Company with respect to samplers; and (vii) records licensed
or distributed or sold at a substantially reduced price for use by any
transportation carrier or transportation facility or for in-store background
music.
(l) If Company sells or licenses third parties to sell
records via electronic transmission, Licensor shall be paid royalties with
respect thereto at the lesser of (i) the otherwise applicable base royalty rate
payable in respect of net sales of the particular record, or (ii) Fifty (50%)
Percent of net royalties actually received by Company from such third parties.
(m) As used in this paragraph, the term "royalty
price" shall be deemed to be the applicable suggested retail list price of
records manufactured and sold pursuant to this Agreement. If Company should
alter the basis of its royalty computation to the applicable wholesale price of
records manufactured and sold pursuant to this Agreement, or if Company's
assignee or licensee bases its royalty computation upon the applicable wholesale
price of records instead of the applicable suggested retail list price, Company
shall have the right to change its accounting to Licensor hereunder by
increasing the applicable royalty rate by one hundred (100%) percent and basing
said increased rate on the applicable wholesale price and such applicable
wholesale price shall thereafter be deemed to be the "royalty price" as defined
in this Subparagraph 5.(m).
(n) In any instance when the "retail list price" or
"list category" of records (less container deductions and any taxes) is to be
utilized in computing any royalty hereunder, and, with respect to particular
records sold, there exists no such "suggested retail list price" or "list
category", and royalties are received by Company with respect to such particular
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records on the basis of a "constructed price" (such as a price agreed upon, or
based on a formula agreed upon, between the copyright society of the particular
country involved and recording industry of such country, for the purpose of
computing such royalty hereunder with respect to such particular records sold,
such "constructed price" (less container deductions and any taxes) shall be
utilized hereunder in lieu of the "suggested retail list price" or "list
category" (less container deductions and any taxes).
(o) Unless otherwise expressly provided for herein,
Licensor's royalties hereunder with respect to the computation of any sales of
records by third party licensees of Company shall be computed and paid upon the
same percentage of sales of records as such licensee utilizes in computing any
paying to Company Company's royalties with respect to such sales of records.
(p) For the licensing of Masters hereunder for use on
soundtracks (hereinafter referred to as a "master use"), Company shall pay
Licensor twenty five (25%) percent of Company's net receipts. Notwithstanding
the provisions to the contrary anywhere in this Agreement, Licensor agrees that
such master use licenses may be for a period in excess of the Term hereof and
that any such master use license shall be valid pursuant to the terms and
conditions of this Agreement.
(q) All monies, other than royalty payments hereunder,
payable to Licensor (or on Licensor's behalf at Licensor's request or at the
request of any party representing Licensor in any capacity whatsoever) shall
constitute advances recoupable from any royalties earned by Licensor hereunder
unless Company otherwise consents in writing.
(r) Company will compute royalties payable hereunder
within sixty (60) days after June 30 and after December 31 of each year for the
preceding six (6) month period and will render accountings for and pay such
royalties less any unrecouped advances against royalties due Licensor, within
said sixty (60) days. Royalties for records sold hereunder will not be due and
payable until payment therefor is received by Company.
6. During the Term hereof, Licensor grants to Company:
(a) The results and proceeds of all endeavors under
this Agreement, including the exclusive ownership in the Territory of all
masters, positives or negatives thereof and records manufactured therefrom and
the exclusive right to control and use the same and the performances embodied
therein in the Territory; the exclusive right to manufacture, advertise, sell,
lease, license or otherwise use or dispose of such records, whether based in
whole or in part upon such results and proceeds or to refrain from so doing, in
all fields of use throughout the Territory, upon such terms as Company may
approve; the right to perform publicly such records and the exclusive right to
permit public performances thereof in any medium and by any means whatsoever.
(b) The right to use and publish and to permit others
to use and publish Licensor's, Xxxxxx'x and/or Artists' names, signatures,
likenesses, voice and sound effects, and biographical material concerning Xxxxxx
and Artists for advertising and trade purposes in connection with the recordings
made hereunder or to refrain therefrom.
(c) The right to release records recorded hereunder
under any trade name or xxxx, which records may include performances with or of
other artists, and to sell the records in albums, which albums may contain
pictures, prose and verse and records embodying performances by such other
artists.
(d) The right to copyright the Masters in Company's
name as the owner in the Territory and to secure any and all renewals of such
copyright; provided, however, if, on any date, the performances borne on any
master recording subject to this Agreement become property of the public domain
through no fault of Company in any territory of the world so that persons may
reproduce and/or exploit in such territory records of such performances without
license from and payment to Company, then, notwithstanding anything herein to
the contrary, no monies whatsoever shall accrue to Licensor hereunder in
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connection with records recorded hereunder sold in such territory on and after
said date insofar as such performances are concerned.
7. If the performance of Company's obligations hereunder is
delayed or becomes impossible or impracticable by reason of any act of God,
fire, earthquake, strike, labor disturbance, civil commotion, acts of
government, its agencies or officers, any order, regulation, ruling or action of
any labor union or association of artist musicians, composers or employees
affecting Company or the industry in which it is engaged, or delays in the
delivery of materials and supplies, Company may, upon notice to Licensor,
suspend its obligations hereunder for the duration of such delay, impossibility
or impracticability, as the case may be.
8. In consideration of the terms and conditions contained
herein, neither Licensor nor Xxxxxx will produce or perform any selection
contained in the Master for the purpose of making records (other than permitted
recordings) for anyone other than Company (i) for seven (7) consecutive years
after the date of this Agreement, or (ii) for five (5) consecutive years after
the release of the recordings, whichever is the later, but in no event more than
eight (8) years after the date of this Agreement.
9. Company agrees that on album jackets, liner notes, credits,
etc., Licensor shall receive an appropriate credit in connection with the use of
the Masters. Notwithstanding the foregoing, Company's inadvertent failure to
give such credit shall not be deemed a breach, provided that Company cures such
error or omission on all future runs of the affected product(s).
10. Licensor acknowledges that Xxxxxx'x performances hereunder
and the Masters are of a special, unique, unusual, extraordinary and
intellectual character which gives them peculiar value, the loss of which cannot
be reasonably or adequately compensated in damages in an action at law, and that
a breach by Licensor and/or the Xxxxxx of any of the provisions of this
Agreement will cause Company irreparable injury. Licensor and the Xxxxxx
expressly agree that Company is entitled to injunctive and other equitable
relief to prevent a breach of this Agreement or any portions thereof, which
relief shall be in addition to any other rights or remedies, for damages or
otherwise, which Company may have.
11. In connection with the compositions contained in the
Masters:
(a) Except as provided for in Subparagraph 11.(b),
below, Company agrees to obtain all copyright licenses from the music publishers
for the compositions on the Masters.
(b) If Licensor or the Xxxxxx owns or controls any
composition included in the Masters, Licensor and/or the Xxxxxx will cause to be
granted by the publisher of the composition a mechanical license fee for the use
of the composition at a rate equal to three-quarters (3/4) of the minimum
statutory compulsory license fee for each recording manufactured, sold and not
returned.
(c) Company shall pay all copyright fees to music
publishers with respect to the compositions contained on the Masters which are
distributed. Company shall indemnify and hold Licensor harmless with respect to
all such fees charged or incurred as a result of Company's exploitation of the
Masters.
12. No breach of this Agreement by Company shall be deemed to
be material unless within three (3) months after Licensor learns of such breach,
Licensor serves written notice thereof on Company by registered mail and Company
does not remedy such breach within sixty (60) days after receipt of such notice.
The provisions of this Paragraph 10 shall also apply with regard to the
provisions of Subparagraph 5.(d), above.
13. Contemporaneously with the delivery of the Masters,
Licensor shall furnish Company, in writing, with the following:
(a) as appropriate, the label copy (including song
titles and any subtitles), names of composers, any show or movie credits,
complete publisher line, including the address and telephone number of each
publisher, affiliate (BMI, ASCAP, etc.), serial number, timings, any arranger
credits, any
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(h) The word "master" with a lower case "m" means
any recording which has been accepted by Company as satisfactory for the
production of records and which embodies performances by Xxxxxx or Artist.
(i) The word "Master" with a upper case "M" means the
masters identified in Schedule A.
(j) The words "master use" shall refer to the
licensing of Masters for use in and on soundtracks.
(k) The words "net receipts," "net royalties" and
similar terms mean royalties or flat payments received by Company that are
solely attributable to masters or videos hereunder, less all costs incurred by
Company in connection with the exploitation concerned (including, without
limitation, manufacturing and duplicating costs, advertising expenses,
mechanical royalties and other copyright payments, union or guild payments,
third party payments, etc.).
(1) The words "net sales" mean one hundred (100%)
percent of sales of records paid for and not returned, less returns and credits
of any nature received or granted at any time and reserves against anticipated
returns and credits.
(m) The words "recording costs" mean all costs
incurred by Company for and with respect to the production of masters, as
distinguished from manufacturing and distribution costs, including, without
limitation, the cost to Company of all instrumental musicians, vocalists,
conductors, arrangers, orchestrators, copyists, etc., all studio, tape, editing
mastering and other similar costs in connection with the production of the final
master, and all other costs and expenses incurred by Company in producing
masters hereunder, from time to time, and which are customarily recognized as
recording costs in the recording industry.
(n) The nouns "records" and "recordings" mean and
include all forms of recording and reproductions, now known or which may
hereafter become known, including, but not limited to CDs, cassettes and DATs,
manufactured or sold primarily for home use and/or school use and/or juke box
use and/or use on or in means of transportation whether embodying sound alone or
sound synchronized with visual images.
(o) The word "soundtracks" means the audio track on
any motion picture, television program, video, laser disc, CD-ROM, or any other
audio visual device, whether now known or hereafter devised.
(p) The word "selection" means a single musical work
(including a medley), story, poem, or similar work irrespective of length.
(q) The words "term of this Agreement" or "period of
this Agreement" or "term hereof" or "so long as this Agreement remains in force"
or words of similar connotation shall include the period of all renewals,
extensions, substitutions or replacements of this Agreement.
(r) The word "Term" means the initial period of this
Agreement and any extensions or renewals, extensions, substitutions or
replacements for the period during which this Agreement remains in force.
(s) The word "Territory" shall mean the entire
universe.
(t) The word "Xxxxxx" shall refer to Xxx Xxxxxx.
15. With regard to the payment of royalties:
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(a) The applicable percent royalty shall be applied
against that portion (to the nearest cent) of the royalty computation price of a
given record which the selection performed by Xxxxxx and/or Artist thereon bears
to the aggregate of all selections on the said record.
(b) Licensor shall be deemed to have consented to all
royalty statements and all other accounts rendered by Company to Licensor and
the same shall be binding upon Licensor and not subject to any objection by
Licensor for any reasons whatsoever unless specific objection in writing stating
the basis thereof is given to Company within two (2) years after the date
rendered; and if Company gives Licensor notice in writing that Company denies
the validity of the objection unless suit is instituted within one (1) year
after Company gave Licensor such notice.
(c) Royalties accruing to Licensor hereunder shall be
less whatever taxes the laws of any jurisdiction require be withheld in
connection with such royalties.
(d) Company shall maintain books of account concerning
the sale of records hereunder. A certified public accountant on Licensor's
behalf may, at Licensor's sole expense, examine Company's books relating to the
sale of records hereunder (but excluding any of Company's books or records
relating to the manufacture of records hereunder) solely for the purpose of
verifying the accuracy thereof, only during Company's normal business hours and
upon reasonable written notice. Such audit (i) shall only be conducted after at
least thirty (30) days written notice to Company, (ii) shall be commenced at a
mutually convenient time, and (iii) shall be conducted at Licensor's sole cost
and expense by an independent certified public accountant designated by
Licensor. Such examination shall be made during Company's usual business hours
at the place where Company maintains the books and records that relate to the
royalties payable hereunder and that are necessary to verify the accuracy of the
royalty statements specified in Licensor's notice to Company, and Licensor's
examination shall be limited to the foregoing. Company's such books relating to
any particular royalty statement may be examined as aforesaid only within six
(6) months after the date due and Company shall have no obligation to permit
Licensor to so examine Company's books relating to any particular royalty
statement more than once. The rights herein above granted to Licensor shall
constitute Licensor's sole and exclusive rights to examine Company's books and
records.
(e) If Licensor is two or more individuals, Company
may issue payments hereunder in the name of all such individuals unless Licensor
shall give Company written instructions to the contrary.
16. Licensor hereby warrants and represents that Licensor has
the right to enter into this Agreement and to grant to Company all of the rights
and licenses herein granted. Licensor hereby warrants and represents that
Licensor owns the materials and rights in and to the Masters and that such
materials and rights are free of liens and claims, except as otherwise expressly
set forth herein. Licensor expressly warrants and represents that:
(a) that Licensor is the sole and worldwide owner of
the Masters as well as the sole and worldwide owner and holder of all right,
title and interest, intangible and intangible therein;
(b) that there are no liens or other encumbrances
against the Masters or any part thereof;
(c) that Licensor has the right, on behalf of Xxxxxx,
Artist, Licensor and all other persons who participated in or in connection with
the making of the Masters to sell same to Company and to grant Company the
rights to use same for records and other purposes described in this Agreement;
(d) that Xxxxxx, Artist and all other persons whose
performances are embodied in the Masters have been paid in full by Licensor or
the party granting the rights to Licensor and in amounts not less than
applicable union scale for services rendered by them in connection with the
Masters;
(e) that all costs incurred in the creation and
production of the Masters have been paid by Licensor or the party granting the
rights to Licensor;
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(f) that no records derived from the Masters have
been heretofore made, distributed or sold in the Territory;
(g) that, without limiting the generality of
Subparagraph 14.(d), above, the scale wages were paid for all music contained on
the Masters and the applicable contributions have been made to all applicable
funds. This representation and warranty is included for the benefit of the AFM
and AFTRA (among others) and may be enforced by the AFM or AFTRA or by such
person or persons may be designated;
(h) that Company's exercise of the rights granted
herein will not infringe upon any common law or statutory rights of any third
parties whatsoever, including, without limitation, any contractual rights,
copyrights or rights of privacy of any kind or nature nor violate any applicable
statute(s), law(s), order(s), rule(s) and/or regulations(s) whatsoever;
(i) that all royalty or other financial obligations to
Xxxxxx, Artists, producers or others for services performed in connection with
the recording of the Masters, shall be the sole responsibility of Licensor;
(j) that each person who rendered any service in
connection with, or who otherwise contributed in any way to the making of the
Masters, or who granted to Licensor the rights referred to in this Agreement,
had the full right, power and authority to do so, and was not bound by any
agreement which would restrict such person from rendering such services or
granting such rights.
(k) All recording costs and expenses with respect to
the making of the Masters have been paid as of the date when the Masters are
physically delivered to Company.
(l) that Licensor, Xxxxxx and/or Artist are not
currently a party to any agreement pursuant to which Licensor, Xxxxxx and/or
Artist have granted to any third party any right in and to any of the Masters in
the Territory; and
(m) that, except as expressly specified herein,
Company shall have no obligation whatsoever to, Xxxxxx, Artist, Licensor or any
third party for or in connection with the creation of the Masters and Company's
exercise of any rights therein.
17. Licensor represents and warrants that Licensor, Xxxxxx
and/or Artist are not a party to any agreement which prevents Licensor's
fulfilling all of Licensor's obligations hereunder or which impairs any rights
granted to Company hereunder.
(a) Licensor agrees to and does hereby indemnify, save
and hold Company harmless from loss or damage, including reasonable attorney's
fees, arising out of or connected with any claim by a third party which is
inconsistent with any of the warranties or representations made by Licensor in
this Agreement.
(b) Licensor will reimburse Company on demand for any
payment made by Company at any time after the date hereof in respect of any
liability or claim to which the foregoing indemnity applies.
18. All payments or notices which Company may be required or
permitted to make to Licensor may be made by depositing same, postage prepaid,
(for notices: Certified or Registered, Return Receipt Requested), in any mail
box, chute or other receptacle authorized by the United States Postal Service
for mail addressed to Licensor at the address set forth below Licensor's
signature or a such other single address as Licensor may designate by written
notice mailed to Company at the address set forth below Company's signature. The
date of service of any payment or notice so deposited shall be the date of
deposit. Copies of all notices to Company shall also be sent to Xxxxxxx X.
Xxxxxxxxxxx, Esq., 0000 Xxxxx Xxxxxxx Xxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
00000-0000.
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19. Promptly upon Company's request, Licensor will execute and
deliver to Company any Instruments of Transfer and other documents necessary for
Company to secure copyright protection in the Masters and Licensor hereby
appoint Company as Licensor's agent and attorney-in-fact to sign any such
Instruments or other documents in Licensor's name and to make appropriate
disposition of them provided they are consistent with this Agreement.
20. Company shall have the irrevocable right to assign this
Agreement to any parent, subsidiary or successor-in-interest.
21. This Agreement sets forth the entire agreement between the
parties hereto with respect to the subject matter hereof, all prior negotiations
and understandings being merged herein, and no modification, amendment, waiver,
termination or discharge of this Agreement or any provisions hereof shall be
binding unless confirmed by a written instrument executed both by Company and
Licensor.
22. No waiver of any provision of or default under this
Agreement shall affect the right of Company thereafter to enforce such provision
or to exercise any right or remedy in the event of any other default, whether or
not similar.
23. This Agreement shall be deemed to have been made in the
State of California and its validity, construction, performance, breach and
operation shall be governed by the laws of California applicable to contracts to
be performed in California.
24. Nothing contained in this Agreement shall be deemed to
create a partnership or joint venture between the parties hereto, nor shall
either party be deemed to be the agent or employee of the other.
The parties hereto indicate their agreement and acceptance of
this agreement by signing in the spaces provided for below.
AGREED: AGREED:
"COMPANY" "LICENSOR"
MSH MUSIC GROUP, XXXXXX RECORDS
a division of MSH ENTERTAINMENT CORP.
By By /s/ Hy Mazrahi
------------------------------- -------------------------------
An Authorized Signer An Authorized Signer
0000 Xxxxx Xxxx Xxxxxxxxx c/o Hy Mazrahi
Xxxxx 000 000 X. Xxxxxx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000 Xxxxxxx Xxxx, Xxxxxxxxxx 00000
Soc. Sec. No. or Federal
I.D. No.: 127307691
Fax: ---------
10
SCHEDULE A
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COMPOSITION(S) ARTIST
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ORIGINAL LIST IKE AND XXXX XXXXXX
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JOE'S LIST:
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Beauty Is Just Skin Deep
Ain't Nobody's Business
Living for the City
Too Much Man for One Woman
Sugar Sugar
I've Got it Ready For You
I Had a Notion
I Want to Jump
Need Some Understanding
River Deep Mountain High
I Idolize You
Come Together
Shake Rattle "N" Roll
If you Can Hully Gully (I can Hully Gully too)
Stagger Xxx
Something
Take You Higher
Twist "N" Shout
I Wish it Would Rain
I can't Believe What You Said
I Got a Man
Baby Baby Get it On
O My My (Can You Boogie)
I Wanna Take You Higher
Never Been To Spain Please sign & date
Keep on Using Me /s/ Xx Xxxxxxx
Stand By Me -------------------------
Loco Motion Xx Xxxxxxx
Philadelphia Freedom
Shake July 18, 1997
Nut Xxxx City Limit -------------------------
I'm Blue Dated
Took a Trip
Player Piano /s/ HM
1
Ain't that a Shame
Knock on Wood
So Fine
Baby Take a Walk with me
I'm Ripe
Fun, Fun, Fun
Why I Sing the Blues
Oh Pee Pee Dog
Humpty Dumpty
Stormy Weather
Shame Shame Shame
Shake a Hand
Sweet Rhode Island Red
I Don't Want Nobody
Can't Have Your Cake and Eat it Too /s/ Hy Xxxxxxx
Xx Jo
Bootsie Whitclaw
Somethings On My Mind
Suffering the Blues
Too Many Tears in my Eyes
Why oh Why
You are My Sunshine
I'm Fed Up
Make Em Wait
You Got What You Want It
Smell Trouble
Rock Me Baby
It Sho Ain't Me
Mississippi Xxxxxx Xxxxx
I'm Looking For My Mind
Tina's Prayer
You're Still My Baby
Crazy Bout You Baby
I'm Gonna Cut You Loose
Pick Me Up
Rockin "N" Rollin Please sign & date
Fool For You /s/ Xx Xxxxxxx
Ya Ya -------------------------
I'm Falling In Love Xx Xxxxxxx
A Fool in Love
A Fool For You July 18, 1997
This Man's Crazy -------------------------
Good Good Lovin Dated
/s/ Hy
2
Turn You Loose
Give Me a Chance
Golden Empire
Proud Xxxx
Soulful Vibes
The Wedding Vows (Live)
There's Nothing I Wouldn't Do
Take The Time
Another Day
Help Me Make It Through the Night
Poor Fool
You'll Always be my Baby
Movin On
Don't Fight it (feel it)
I Keep Still Missing You
All Over Now
Put on Your Tight Pants (High Heel Sneakers)
Don't Look Back
It's Mojo Queen
You can't Blame me
Its Gonna Work Out Fine
Kinda Strange
Tra La La
Please sign & date
/s/ Xx Xxxxxxx
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Xx Xxxxxxx
July 18, 1997
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Dated
/s/ Hy
3