STRATEGIC ALLIANCE AGREEMENT
The following, entered into this 30th day of December, 1999 shall
serve as the strategic alliance arrangement between Xxxxx Pan, Inc. ("PPI") and
MSH Entertainment Corporation ("MSH"). The parties hereto agree as follows:
1. PPI will present to MSH selected properties including audio and
audio-visual works and performances, and/or other relevant projects in
the entertainment industry, for which PPI controls merchandising and
licensing rights.
2. These properties will be presented to MSH for the purpose of producing
toys or other merchandising products and/or procuring the same.
3 PPI will select the property (ies) for presentation to MSH. Such
selection process shall be done in PPI's sole discretion.
4. Upon presentation, PPI will inform MSH of the amount of time in which
MSH must respond. In no event shall this time period be less than ten
(10) days.
5. Each time PPI presents MSH with a property, and the parties agree to
jointly develop said property, each parties rights and
responsibilities will be memorialized in a deal memorandum. That deal
memorandum will be the only source for determining the rights and
obligations of the parties. The individual agreements will
incorporate, but may not be limited to, development costs, production
budgets, approvals, show bibles, design manuals, script re-writes,
design merchandising licenses, the business contributions and creative
materials incorporated into the audio visual productions from each of
the Parties and the division for the adjusted gross profits and
deficit financing.
6. The strategic alliance will be in force for some of the following
purposes:
i. PPI, may desire to have MSH re-conceptualize the property to
make it more "toyetic" and possibly expand the marketplace for
said Property;
ii. MSH may serve as the production entity producing the property;
iii. MSH may serve as the licensing agent for the property;
iv. MSH may arrange for the television distribution of the Property,
both domestically and foreign.
7. MSH will present to PPI selected properties for distribution which it
owns and controls. This includes, but is not limited to the AGE
library which is not previously or currently licensed. These
properties will be mutually selected by PPI and MSH/AGE.
8. MSH will select the property(ies) for presentation to PPI. Such
selection process shall be done in MSH's sole discretion.
9 Upon presentation MSH will inform PPI of the amount of time in which
PPI must respond. In no event shall this time period be less than ten
(10) days.
10. Each time MSH presents PPI with a property, and the parties agree to
jointly develop said property, each parties rights and
responsibilities will be memorialized in a deal memorandum. That deal
memorandum will be the only source for determining the rights and
obligations of the parties. The individual agreements will
incorporate, but may not be limited to, development costs, production
budgets, approvals, show bibles, design manuals, script re-writes,
design merchandising licenses, the business contributions and creative
materials incorporated into the audio visual productions from each of
the Parties and the division for the adjusted gross profits and
deficit financing.
11. The parties agree that in all cases where an agreement has been
entered, both PPI and MSH shall use their best efforts to fulfill
their obligations and duties thereunder.
12 Both parties agree that, upon being presented with a property, idea,
or other proprietary information hereunder, they shall hold the same
in confidence. The parties further agree that they will have a duty of
confidentiality which will be binding whether or not an agreement is
actually entered into.
13. This agreement represents the entire understanding of the strategic
alliance between the parties.
AGREED TO ON BEHALF OF PPI
By: /s/ Date: 12/30/99
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AGREED TO ON BEHALF OF MSH
By: /s/ Date: 12/30/99
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