EXCLUSIVE PRODUCTION AGREEMENT
THIS EXCLUSIVE PRODUCTION AGREEMENT made and entered into by and between TRICOM
PICTURES & PRODUCTIONS, INC., a Florida Corporation, with a usual place of
business at 0000 Xxxx Xxxxxx Xxxx, Xxxxx # 000, Xxxxxxx Xxxxx, Xxxxxxx 00000
("TRICOM"), and SHOP T.V. INC., a Nevada Corporation, with a usual place of
business at 0000 Xxxx Xxxxxx Xxxx, Xxxxx #000 Xxxxxxx 00000 ("SHOP T.V. INC.")
all as their respective interests exist and are herein represented.
WHEREAS, TRICOM is a national marketing and sales organization specializing in
the production of audio/visual programming for television and operating at the
aforementioned address; and
WHEREAS, TRICOM is the owner of audio/visual production facilities used in
production of television programming, located at the aforementioned address; and
WHEREAS, SHOP T.V. INC. is also in the business of marketing and producing
audio/visual programming for television; and
WHEREAS, SHOP T.V. INC. is desirous of engaging TRICOM as its exclusive
production facility for the production of its television programming; and
WHEREAS, TRICOM is desirous of being the exclusive producer of SHOP T.V. INC.'S
television programming;
NOW, THEREFORE, for good and valuable consideration and in consideration of the
covenants, agreements, terms, and provisions as herein contained, mutually
agreed by and between the parties as follows:
ARTICLE 1: Production of Audio/Visual Television Programming
The parties hereby agree that TRICOM shall have the exclusive right to
the production of all audio/visual television programming created by SHOP T.V.
INC. for a period of five (5) years from the date of this agreement. For the
purposes of this Agreement, production shall encompass:
1. creating audio/video footage containing marketing concepts created
by SHOP T.V. INC. for broadcast on television or other approved
media;
2. obtaining television airtime for approved audio/video footage
containing marketing concepts created by SHOP T.V. INC.; and
3. creating all print advertising for approved audio/video
footage containing marketing concepts created by SHOP T.V. INC.
ARTICLE II: Price
SHOP T.V. INC. agrees to pay TRICOM in advance of TRICOM undertaking
any production work (for each participant with whom SHOP T.V. INC. contracts)
the sum of seven thousand dollars ($7,000.00) per segment, for production
work performed by TRICOM in TRICOM'S production facilities, as indicated in
Article I herein. Any other production work undertaken by TRICOM in behalf of
SHOP T.V. INC. shall be at rates negotiated by the parties.
ARTICLE III: Expenses
The parties agree that SHOP T.V. INC. shall pay for all expenses
related to any production work conducted by TRICOM on location, in behalf of
SHOP T.V. INC. Said expenses shall include, but not be limited to reasonable
travel expenses and location related costs.
ARTICLE IV: Entire Agreement
This Agreement constitutes the entire and exclusive agreement between
the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements, understandings, negotiations and discussions, both written and
oral, between the parties hereto with respect to such subject matter. This
Agreement may not be modified in whole in part except by a written instrument
executed by all of the parties hereto.
ARTICLE V: Divisibility
If any portion of this Agreement is held to be unreasonable, arbitrary
or against public policy, this Agreement shall be considered divisible both as
to time and as to geographic area, and each month of the specified period shall
be deemed to be a separate period of time. In the event any Court determines the
specified time period or geographic area to be unreasonable, arbitrary or
against public policy, a lesser time period or geographic area which is
determined to be reasonable, non-arbitrary and not against public policy may be
enforced.
ARTICLE VI: Applicable Law
This Agreement shall be governed for all purposes by the laws of the
State of Florida. Venue for any action to enforce or challenge the Agreement
shall be exclusively in the courts of Broward County, Florida.
ARTICLE VII: Section Headings
The section and other headings contain in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of any of the
provisions of this Agreement.
ARTICLE VIII: Effective Date
This Agreement shall be effective as of the date of execution by the parties
hereto.
IN WITNESS WHEREOF, EACH OF THE Parties has duly signed this Agreement on the
date first written below.
TRICOM PICTURES & PRODUCTIONS, INC.
By:/S/XXXX XXXXXX /S/XXXXXXX XXXX
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Xxxx Xxxxxx, Vice President WITNESS
Date: July 1, 1998
SHOP T.V., INC.
By:/S/XXXX XXXXXXX /S/XXXXXX XXXXXXXX
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Xxxx Xxxxxxx, President WITNESS
Date: July 1, 1998
