EXHIBIT 10.25
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This agreement (the "Agreement") is entered into between DreamWorks Records
Corporation, a _________ corporation having its principal place of business
located at 0000 XXXX 0XX XXXXXX, XXXXXXX XXXXX, XX 00000 ("DreamWorks Records")
and CDKnet, LLC, a New York limited liability company having its principal place
of business located at 000 Xxxx 00xx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000
("CDKnet") on this ___ day of October, 1999.
WHEREAS, DreamWorks Records is in the business of providing music and
music-related content through various forms of media, including via the
Internet; and
WHEREAS, CDKnet has developed a process based on its CDKO (patent pending)
technology (the "CDK Technology") which enables the integration of stereo audio,
full screen high quality video and seamless Internet Web browsing from a
standard audio CD.
WHEREAS, DreamWorks Records would like to license from CDKnet, and CDKnet would
like to license to DreamWorks Records, the CDK technology, in order to provide
multimedia CD masters to DreamWorks Records, on the terms and conditions below;
NOW, THEREFORE, in consideration of the mutual promises of the parties hereto
and of the mutual benefits to be gained by the performance thereof, and such
other good and valuable consideration, the receipt and sufficiency of which the
parties hereto hereby acknowledge, the parties hereto agree as follows:
1. CDKnet will produce Web-connected multimedia CD masters containing content as
supplied by DreamWorks Records. The CD masters will include interface design,
digitization and compression.
[PORTION OMITTED FOR CONFIDENTIAL TREATMENT
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
3. The packaging and discs for any such multimedia and custom DreamWorks Records
CDK's will include CDKnet's, and its licensor's, trademarks and logos as well as
CDK system requirements.
4. DreamWorks Records represents that it has the rights to any and all content,
packaging, advertising and other materials (collectively, the "Content")
provided by it to CDKnet and/or utilized in connection with the DreamWorks
Records CDK Program, and that such Content does not and will not (i) infringe
any third party's copyright, trademark rights, rights of privacy and publicity,
moral rights or any other proprietary or personal rights or (ii) defame or
otherwise injure the reputation of any person, organization or entity. This
section survives the expiration hereof.
5. It is to the benefit of both parties that from time to time press releases
should be issued regarding companies and artists future projects. It is
understood that each company shall have approval of each press release before
service.
6. This Agreement, and the license granted hereunder, will remain in effect for
one year.
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7. The rights and obligations of the each of the parties hereunder shall inure
to the benefit of and shall be binding upon the successors and assigns of such
party.
8. This Agreement contains the entire agreement between the parties hereof
pertaining to the subject matter hereof, and supersedes and replaces any and all
prior agreements between the parties concerning the subject matter hereof.
9. The terms and conditions hereof may be changed only by an agreement in
writing signed by the parties hereto.
10. This Agreement shall be governed by, construed and enforced under the laws
of the State of New York without giving effect to the conflicts or choice of law
provisions thereof.
11. This Agreement may be executed in several counterparts, each of which shall
be deemed to be an original but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
CDKnet, LLC
By: ______________________
DREAM WORKS RECORDS
By: _______________________
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