AGREEMENT
Exhibit
10.1
AGREEMENT
This
Agreement (the "Agreement") is made as of the 1st day of July, 2004, by
and
between Harlem Films, Inc" a Florida Corporation {"Harlem Films") and Swinging
Pig Productions. Inc., a Florida Corporation, together with its wholly
owned
subsidiary Chronicles of a Skater Girl. LLC., a Limited Liability Florida
Corporation ("Company").
RECITALS:
WHEREAS,
Harlem Films, leases office space at 18 w. 00xx xxxxxx,
0xx xxxxx,
Xxx Xxxx,
XX 00000: and
WHEREAS.
Harlem Films, by and through its officers, employees, agents, representatives
and affiliates, has expertise in the areas of film production, marketing,
distribution and other matters relating to the business of Skater
Girl.
AGREEMENT:
NOW,
THEREFORE, in consideration of the foregoing recitals and the covenants
and
conditions herein set forth, the parties hereto agree as follows:
1.
Use and Occupancy of Space, Equipment and Utilities
(a)The
occupied space may be used for general office purposes and other uses associated
with Company's current business activities relating to motion pictures
including
but not limited to, development, pre-production, production, editing and
other
post-production and other administrative responsibilities
(b)
Company shall use any of Harlem Films' property, supplies or materials
including, without limitation, computers, office: equipment, furniture
or
phones, and reasonable use of the pantry.
(c)
Telephone Service. Company will not be responsible for the actual cost
of its
usage of local and long distance telephone service these costs will be
included
in the monthly fee.
(d)
Servers. Harlem film maintains computer servers and Company will have
access to these servers for web hosting and other purposes related to hosting
of
video, trailers, etc. These costs will also be included in the
monthly fee.
2.
Management and Administrative Services
(a)
During the term of this Agreement, Harlem Films shall render to Company,
by and
through Harlem Films officers, employees, agents, representatives as Harlem
Films, in its sole discretion, shall designate, from time to time, advisory,
consulting and other services in relation to the operations of the Company,
strategic planning, domestic and international marketing, without limitation,
advisory and consulting services in relation to all film related
needs.
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(b)
The
parties hereto acknowledge that certain events will require Harlem Films
to
render services beyond the scope of activities which the parties contemplate
as
part of the Services for which Harlem Films shall be entitled to additional
compensation hereunder.
3.
Fees
(a)
In
consideration of management and administrative services, use of office
space,
and utilities, Company agrees to pay to Harlem Films a fee of between $1000
and
$3000 per month as decided in good faith by Harlem Films for the period
commencing on the date hereof and commencing until termination either upon
mutual agreement between Harlem Films and Company or if Company is not
utilizing
space or other resources by Harlem Films.
(b)
Harlem Films will provide invoices to the Company for these fees, but will
defer
payment which will accrue until Company is able to pay pursuant to Section
"Payment"
(c)
In
addition to the compensation payable to Harlem Films, Company shall, at
the
direction of Harlem Films, pay directly, or reimburse Harlem Films for,
its
reasonable Out-of-Pocket Expenses. This shall mean the amounts actually
paid by
Harlem Films in cash in connection with its performance of the Services,
including, without limitation, reasonable (i) fees for other independent
professionals and organizations, (ii) costs of any outside services or
independent contractors such as printers, couriers, business publications
or
similar services or any similar expense not associated with its ordinary
operations.
4.
Term
(a)
The
term of this Agreement shall commence on the date hereof and continue until
such
time as Company and Harlem Films mutually agree.
5.
Payment
(a) Invoices
will be paid by Company on 30 days from invoice. However, Harlem Films
agrees to
defer payment of invoices for a reasonable: amount of time without interest.
All
deferred payments are payable immediately upon Company receiving income
from
business activities and will be paid out before any distribution of profits
to
shareholders of Company or at the good faith discretion of the board, whichever
comes first.
6.
No Liability
(a)
Harlem Films shall have no liability or responsibility to Company and Company
shall have no claim against Harlem Films for any damage or loss incurred
by
Skater Girl except as a result of the gross negligence or willful misconduct
of
Harlem Films.
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7.
Hold Harmless
Company
agrees to indemnify Harlem Films against, and hold Harlem Films harmless
from,
any loss, cost, expense, claims or demands (including reasonable attorneys'
fees) arising (i) by virtue of any accident, damage or injury to persons
or
property which may be in or upon, or he placed in or upon, the occupied
space,
(ii) by reason of occupation of the occupied space by Company's employees,
invitees and agents, except for damage caused by the gross negligence and
willful misconduct of Harlem Films, or (iii) by reason of Company's breach
of
any of the terms or conditions of this Agreement, excluding, however, any
such
loss, cost, expense, claims or demands arising as a result of Harlem Films'
gross negligence or willful misconduct. The provisions of this Section
shall
survive the expiration of this agreement.
8.
Entire Agreement
This
Agreement constitutes the entire understanding between the parties hereto
with
respect to the subject matter contained herein. This Agreement shall constitute
the entire agreement between the parties with respect to the subject matter
hereof: and shall supersede all previous oral and written (and all
contemporaneous oral) negotiations, commitments, agreements and understandings
relating hereto.
9.
Governing Law
This
Agreement shall he construed and enforced in accordance with the: laws
of the
State of New York.
IN
WITNESS WHEREOF. the parties have duly executed this Agreement as of the
day and
year first above written.
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/s/
Xxxxx
Xxxxxx
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Swinging
Pigs
Productions, Inc.
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Chronicles
of
a Skater Girl, LLC
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/s/
Xxxxxx Xxxxxx
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Harlem
Films, Inc.
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