ASSIGNMENT
-of-
Entire world wide rights in Digital Masters together with territorial
licences
and other interests in sound recordings
*************
THIS ASSIGNMENT AND TRANSFER DEED is made the 28th March 1997 BETWEEN BEACON
STUDIOS MANAGEMENT CORPORATION whose registered office is at P O Box 438
Tropic Isle Building Wickhams Cay Road Town Tortola British Virgin Islands
("Beacon") of the one part and IMMEDIATE ENTERTAINMENT GROUP INCORPORATED
whose Registered Agent is Gateway Enterprises Incorporated at 0000 X.
Xxxxxxxx Xxxx Xxxxx 000 Xxx Xxxxx Xxxxxx 00000 United States of America ("the
Purchaser") of the other part
BACKGROUND TO THE ASSIGNMENT AND TRANSFER
A. Beacon is the absolute owner of a substantial catalogue of master digital
sound recordings protected by the Copyright Design and Patents Xxx 0000 in
the United Kingdom and by other statutory codified conventional and common
law protection in the rest of the World details of which are set out and
described in the First Schedule hereto containing pages ("the catalogue") and
identified by the signatures on behalf of the parties hereto.
B. Beacon has agreed to assign the catalogue to the Purchaser and has also
agreed to sell and transfer to the Purchaser the further rights specified in
the Second Schedule. The consideration for such assignment and sale and
transfer shall be the issue of 500,000. One Cent Ordinary Stock in the
Purchaser (carrying a present value of US$4. per share)clean and without
charge or equities attaching thereto. Itemized payment Schedule and
Disbursements is attached in the Third Schedule.
C. Beacon and the Purchaser have agreed to enter into and be bound by the
further undertakings terms and provisions of this deed for the better
transfer and vesting in the Purchaser of both the catalogue and further rights
specified in the Second Schedule hereto.
NOW THIS DEED HEREBY WITNESSETH as follows:
l. Definitions and interpretation
1.1 Agreement means this assignment and transfer deed and any and all
schedules annexures and exhibits attached to it or incorporated in it by
reference
1.2 "The Shares" shall mean One Cent Ordinary Stock in the Purchaser free
from all charges liens charges or equities.
1.2 Any reference in this agreement to any statute or statutory provision
shall be construed as including a reference to that statute or statutory
provision as time to time amended modified extended or re-enacted whether
before or after the date of this agreement and to all statutory instruments
orders and regulations for the time being made pursuant to it or deriving
validity from it in any part of the world and not necessarily the United
Kingdom
1.3 Unless the context other wise requires words denoting the singular shall
include the plural and vice versa and words denoting any one gender shall
include all genders and words denoting persons shall include bodies corporate
unincorporated associations and partnerships
1.4 The expression "copyright" means the entire copyright subsisting under
the laws of the United Kingdom and all analogous rights subsisting under the
laws of each and every jurisdiction throughout the world together with all
rights of extension and renewal
1 5 "Digital Masters" means the masters of remastered analogue sound
recordings in the public domain and radio recordings also in the public
domain the copyright and all other rights of which are vested in Beacon
1.6 "Other Product" means any audio or audio visual product including
original sound recordings produced by Beacon and original recordings which
have been acquired by Beacon other than Digital Masters which Beacon may have
acquired by assignment transfer agreement licence or by the operation of law
by any parties in or from any part of the world which Beacon acquired the
right or licence or any associate of Beacon acquired the right or licence to
manufacture or licence at any time prior to the date hereof.
1.7 "Publicity material" means when available such biographical musicological
notes transparencies and audio-visual material in respect of those artistes
composer conductors arrangers as may be in the control under licence or other
proprietorship or licensor right immediately prior to the date hereof.
1.8 "Territory" means the whole of the world
1.9 "Third Party Liabilities" means any and all sums payable to any parties
whose services or performances are contained in any Digital Masters and all
fees and payments required to be made by or under the provisions of
agreements or arrangements with the American Federation of Musicians (
including but not limited to the Phonograph Record Trust Agreement the
Phonograph Manufacturers Special Payment Fund Agreement and the American
Federation of Musicians Pension and Welfare Fund) and all sums payable to the
owners of any element of copyright contained in the Digital Masters and all
other sums of whatever nature payable in respect of the exploitation of the
Digital Masters in the Territory
2. Assignment and transfer
In consideration of :
2.1 The issue by the Purchaser of Five Hundred Thousand Shares to Beacon for
the use of Beacon absolutely (the receipt of which shares Beacon hereby
acknowledges) Beacon as Beneficial Owner HEREBY ASSIGNS AND TRANSFERS to the
Purchaser the copyright and all rights in the nature of copyright throughout
the Territory in the Digital Masters specified and described in the First
Schedule for all the residue of the term of copyright and such rights therein
and all renewals or extensions thereof and together with all accrued causes
of action in respect thereof
AND
2.2 The sum of US$Ten now paid to Beacon by the Purchaser (the receipt of
which sum acknowledges) Beacon as Beneficial Owner HEREBY ASSIGNS AND
LICENCES to the Purchaser the rights and licences contained in and specified
by the Second Schedule
TO HOLD unto the use of the Purchaser absolutely.
3. Further Assurance
3.1 Beacon shall at any time and from time to time hereafter at the request
and expense of the Purchaser execute all such documents and do or procure all
such acts things and matters as the Purchaser may require in order to vest
the rights and property assigned and transferred above in order to vest the
said rights and property in the Purchaser
4. Grant of Further Rights
4.1 The Purchaser and its successors assigns and licensees shall have the
non- exclusive right to use the Publicity Material throughout the Territory
during the Term.
4.2 The Purchaser shall be entitled to use and exploit any and all
audio-visual promotional films and videos made by or licensed to Beacon in
connection with the rights assigned or transferred to the Purchaser above in
any manner the Purchaser may see fit in any and all media by any and all
means throughout the world for the full period of copyright and any costs
incurred in the creation and manufacture of such promotional films and videos
and other material shall be deemed to be included in the consideration above
Beacon confirms that the entire copyright and all other rights in all such
promotional films videos and other material shall vest in the Purchaser
absolutely.
4.4 Beacon confirms and agrees that the Purchaser shall have the
sole and exclusive right to initiate and maintain any and all
actions or proceedings which the Purchaser in its sole discretion
deems necessary in order to establish maintain or preserve any of
Beacon's assigned transferred granted or licensed to the Purchaser
hereunder together with the right to defend any action in the sole
name of the Purchaser without prejudice to the right of the
Purchaser to join Beacon as a plaintiff or defendant in any such
action and Beacon for itself its successors and assigns confirms
that it shall have no right title or interest in respect of any
money recovered by the Purchaser in respect of any such actions or
proceedings.
5. Warranties and obligations of Beacon
As a material inducement to the Purchaser to enter into this
Agreement Beacon warrants and undertakes and agrees with the
Purchaser that:
5.1 all consents required pursuant to the Copyright Designs and
Patents Xxx 0000 Part II or otherwise for the exploitation by the
Purchaser its assigns and licensees of the Digital Masters in any
and all media by any manner or means now known or invented in the
future throughout the Territory during the Term have been obtained
by Beacon
5.2 Beacon is free to enter into this Agreement and is the sole
absolute unincumbered legal and beneficial owner of all rights and
property granted to the Purchaser and has the authority to grant to
the Purchaser all the rights and consents granted assigned and
transferred by and in this Agreement and is not under any
disability restriction or prohibition which might prevent the
Purchaser from performing or observing any of Beacon's obligations
under this Agreement
5.3 Beacon has not entered and will not enter into any arrangement
which might conflict with this agreement
5.4 The Digital Masters and Publicity Material are and will on
delivery be in first class condition and of first class technical
quality suitable for exploitation in sound recordings in all
configurations
5.5 Beacon shall deliver the Digital Masters and the Publicity
Material to the Purchaser free and clear of all Third Party
liabilities and all recording synchronization mechanical and/or
distribution royalties and any other payments of whatever nature
payable in connection with the Digital Masters all such payments
which may require to be met being solely for the account of Beacon
provided however that the mechanical fees at the Relevant Rate in
respect of Compositions incorporated in the Digital Masters shall
be the responsibility of the Purchaser
5.7 Beacon shall not without the consent in writing of the Purchaser
reveal or make public any financial or other confidential
information in connection with the Digital Masters and the Publicity
Material the terms of this Agreement or the business of the
Purchaser or issue any other publicity relating to any of the
foregoing
5.8 Beacon undertakes to indemnify the Purchaser and keep the
Purchaser at all times fully indemnified from and against all
actions proceedings claims demands costs (including without
prejudice to the generality of this provision the legal costs of the
Purchaser on a solicitor and own client basis) awards and damages
howsoever arising directly or indirectly as a result of any breach
or non-performance by Beacon of any of Beacon's undertakings
warranties or obligations under this Agreement
6. Notices
6.1 Any notice or other document required to be given under this
Agreement or any communication between the parties with respect to
any of the matters or provisions of this Agreement shall be in
writing and deemed to be duly given if signed by or on behalf of a
Director of the party giving notice and if left at or sent by pre-paid
registered or recorded delivery post or by telex facsimile
transmission or other means of telecommunication in permanent
written form to the address of the party receiving such notice as
set out in the head of this Agreement or as notified between the
parties for the purpose of this clause.
6.2 Any such notice or other communication shall be deemed to have
been given to and received by the addressee:
6.3.1 at the time the same is left at the address of or handed to
a representative of the party to be served
6.3.2 by post on the day not being a Sunday or public holiday 7
days following the date of posting
6 3.3 in the case of a telex telegram cable facsimile transmission
or other means of telecommunication on the next following day
7. Severability
If any provision of this Agreement and Assignment shall be
prohibited by or adjudged by a court to be unlawful void or
unenforceable such provision shall to the extent required be
severed from this Agreement and rendered ineffective as far as
possible without modifying the remaining provisions of this
Agreement and shall not in any way affect any other circumstances
or the validity or the enforcement of this Agreement
8. Agreement final and complete
This Agreement contains the full and complete understanding between
the parties and supersedes all prior arrangements and
understandings whether written or oral appertaining to the subject
matter of this Agreement and may not be varied except by an
instrument in writing signed by all the parties to this Agreement
9. Waiver
No failure or delay on the part of any of the parties to this
Agreement relating to the exercise of any right power privilege or
remedy provided under this Agreement shall operate as a waiver of
such right power privilege or remedy or as a waiver of any
preceding or succeeding breach by the other party to this Agreement
not shall any single or partial exercise of any right power
privilege or remedy preclude any other or further exercise of such
or any other right power privilege or remedy provided in this
Agreement all of which are several and cumulative and are not
exclusive of each other or of any other rights or remedies
otherwise available to a party at law or equity.
10. Governing law
This Agreement shall be governed by and construed in accordance with the law
of England and Wales the courts of which shall be courts of competent
jurisdiction
EXECUTED as a Deed by the parties the day and year above written
THE FIRST SCHEDULE
(full lists of titles and artistes to be set out with each page signed by way
of identification and verification by representatives of both parties)
THE SECOND SCHEDULE
(details of all rights and licences vested in Beacon to be set out with
each page signed by way of identification and verification
by representatives of both parties)
SIGNED AS A DEED by
on behalf of Beacon Studios Management Corporation
SIGNED AS A DEED by
on behalf of Immediate Entertainment Group Incorporated
