Exhibit 5
LICENSE AGREEMENT
THIS AGREEMENT entered into this 14th day of February, 2003, is by and
between Raven Moon Entertainment, Inc., 000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx
000, Xxxxxxxx, Xxxxxxx 00000 ("Licensor") and Clubhouse Videos, Inc.
("Licensee").
WHEREAS, the Licensor is the owner of all rights, title and interest in the
initial 9 video, CD and DVD products produced by the Licensor in connection
with "Xxxx D's Kids Club Video, CD and DVD products (collectively referred
to as "Licensed Products"); and
WHEREAS, the Licensee desires an exclusive and limited license to
manufacture, market and sell the Licensed Products.
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 limited license to manufacture, market and
sell the Licensed Products. In addition, Licensor grants to Licensee the right
to purchase toy products, including the "Cuddle Bug," "Christmas Cuddle Bug,"
and "TV Xxx" directly from JB Toys, a wholy owned subsidiary of Licensor.
2. Costs
Licensee shall bear all costs associated with manufacturing, marketing and sale
of the Licensed Products, including any and all talent, producer and music
publisher royalties.
3. Payment
In consideration for the rights granted in Paragraph 1., Licensee agrees (i) to
make a payment in the aggregate amount of $798,301; (ii) to pay to Licensor a
sum of $300,000 for the next eleven half-hour video episodes and $100,000 for
each new music CD produced by Licensor and delivered to Licensee; and (iii) to
pay to Licensor a royalty equal to 10% gross revenues from the sales of the
Licensed Products.
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 Licensed Products. 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.
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7. Term
This grant of a limited license covers the period of production and distribution
and sale of Videos from February 14, 2003 to February 14, 2008. Licensor may
terminate the license by giving the Licensee 60 days notice in writing.
8. 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 CLUBHOUSE VIDEOS, INC.
ENTERTAINMENT, INC.
By: /s/ By: /s/
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