Exhibit 10-5
RAVEN MOON INTERNATIONAL, INC.
LICENSE AGREEMENT
THIS AGREEMENT entered into this 26th day of September, 2001, is by and between
Raven Moon Entertainment, Inc., 000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxxx 00000 ("Licensor") and Raven Moon Home Video Products, LLC ("Licensee").
WHEREAS, the Licensor is the owner of all rights, title and interest in the
identifying marks of Xxxx D's Kids Club and The Knight Lights (collectively
referred to as "Licensed Marks"); and
WHEREAS, the Licensee desires an exclusive and limited license to produce and
distribute the Licensed Marks specifically in connection with "Xxxx D's Kids
Club Video," "Xxxx D's Kids Club Video Vol. 2 with More Messages From God" and
"The Knight Lights" (hereinafter collectively "Videos").
NOW THEREFORE, in consideration of the mutual promises, covenants and conditions
herein contained, it is hereby agreed as follows:
1. Grant of Limited License
The Licensor grants to the Licensee a one-time, limited license to produce
and distribute the Videos.
2. Costs
Licensee shall bear all costs associated with the production, distribution
and sale of the Videos.
3. Payment
The Licensee shall pay to the Licensor all net profits after costs.
4. Indemnification
The Licensee hereby agrees to refund, indemnify and hold the Licensor
and/or any of its related entities harmless against any and all claims,
demands, causes of action and judgments arising out of the Licensee's
production, manufacture, distribution and sale of the Videos. With respect
to the foregoing indemnity, the Licensee agrees to defend and hold the
Licensor harmless at no cost or expense to the Licensor whatsoever
including, but not limited to, attorney's fees and court costs.
5. Relation of the Parties
This agreement does not create a partnership or joint venture between the
parties and the Licensee shall have no power to obligate or bind the
Licensor in any manner whatsoever.
6. Integration
This Agreement represents the entire understanding between the parties
hereto with respect to the subject matter hereof and this Agreement
supercedes all previous representations, understandings and agreements,
oral or written between the parties with respect to the subject matter
hereof and cannot be modified except by a written instrument agreed by the
parties hereto.
7. Termination
This grant of a limited license covers the period of production and
distribution and sale of Videos from September 26, 2001 to September 26,
2006. If Licensee desires to produce and distribute additional Videos,
1
Licensee must obtain a new license from Licensor. If Licensor determines
that continuation of the license is no longer in its best interest,
Licensor may terminate the license by giving the Licensee 60 days notice in
writing.
7. Governing Law/Jurisdiction
The law of the State of Florida shall govern this agreement.
By their execution below, the parties hereto have agreed to all of the terms and
conditions of this Agreement.
RAVEN MOON RAVEN MOON HOME VIDEO
ENTERTAINMENT, INC. VIDEO PRODUCTS, LLC
By: /s/ Xxxx XxXxxxxxxxx By: /s/ Xxxx XxXxxxxxxxx
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Xxxx XxXxxxxxxxx Xxxx XxXxxxxxxxx
President President, Raven Moon
Entertainment, Inc.
Manager
Date September 26, 2001 Date September 26, 2001
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