ASSIGNMENT OF LICENSE AGREEMENT
THIS ASSIGNMENT OF LICENSE AGREEMENT (this "ASSIGNMENT") is made
as of ______, 199_ by and between Ramy El-Batrawi ("ASSIGNOR") and Genesis Media
Group, Inc., a Florida corporation ("ASSIGNEE"), in connection with that certain
License Agreement dated as of September 29, 1993, as amended (the "AGREEMENT"),
by and between Xxxx X. Xxxx, Ph.D ("XXXX") and the Assignor.
WHEREAS:
X. Xxxx granted a license to the Assignor under the Agreement to
market, sell and distribute certain video cassettes and audio tapes produced by
Xxxx and to utilize Xxxx'x name and likeness in connection with such marketing,
sale and distribution efforts;
B. The Assignor desires to assign all of the Assignor's rights,
interests, obligations and liabilities under said Agreement to the Assignee as
of the date hereof and is permitted under the Agreement to make such an
assignment in his sole discretion; and
C. The Assignee desires to assume all of the Assignor's rights,
interests, obligations and liabilities under said Agreement as of the date
hereof.
NOW, THEREFORE, BE IT RESOLVED:
1. ASSIGNMENT OF RIGHTS. The Assignor hereby grants, conveys,
transfers and assigns to the Assignee all of the Assignor's rights and interests
in, to and under the Agreement, together with any and all modifications,
extensions or renewals thereof.
2. ASSUMPTION OF OBLIGATIONS. The Assignee hereby accepts the
foregoing assignment and agrees to assume, pay, perform and discharge, as and
when due, all of the agreements and obligations of Assignor under the Agreement
arising and to be performed or discharged after the date hereof, and agrees to
be bound by all of the terms and conditions of the Agreement.
3. INDEMNITY. The Assignee hereby agrees to defend, indemnify and
hold the Assignor harmless from all claims, demands, causes of action,
liabilities, losses, costs and expenses, (including, without limitation,
reasonable attorneys' fees and costs) arising from or in connection with any
obligation or liability of the Assignor under the Agreement.
4. GENERAL PROVISIONS.
(a) CAPTIONS, HEADINGS AND EXHIBITS. The captions and
headings of this Assignment are for convenience only and have no force and
effect in the interpretation or construction of this Assignment.
(b) SEVERABILITY. If any term, provision, covenant or
condition of this Assignment shall be or become illegal, null, void or against
public policy, or shall be held by any court of competent jurisdiction to be
illegal, null or void or against public policy, the remaining provisions of this
Assignment shall remain in full force and effect and shall not be affected,
impaired or invalidated thereby. The term, provision, covenant or condition
that is so invalidated, voided or held to be unenforceable shall be modified or
changed by the parties to the extent possible to carry out the intentions and
directives set forth in this Assignment.
(c) COUNTERPARTS. This Assignment may be executed in
any number of counterparts, each of which shall be an original, but all of which
shall constitute one and the same instrument.
(d) ASSIGNMENT. No party shall have the right to
assign their rights or delegate any of their obligations or duties hereunder
without the express written consent of the other parties, except as authorized
herein.
(e) SUCCESSORS AND ASSIGNS. Except as restricted
herein, this Assignment shall be binding on and shall inure to the benefit of
the parties and their respective heirs, legal representatives, successors and
assigns.
(f) WAIVER. The waiver of any breach of any provision
hereunder by any party to this Assignment shall not be deemed to be a waiver of
any preceding or subsequent breach hereunder, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by the
party making the waiver.
(g) GOVERNING LAW. The validity and interpretation of
this Assignment shall be governed by the laws of the State of California, with
venue for all purposes to be proper only in the County of Los Angeles, State of
California.
(h) NOTICES. All notices, approvals, acceptances,
demands and other communications required or permitted hereunder, to be
effective, shall be in writing and shall be delivered either in person or by
mailing the same by United States mail (postage prepaid, registered or
certified, return receipt requested) or by Federal Express or other similar
overnight delivery service to the party to whom the notice is directed at the
address of such party as follows:
To the Assignee: GENESIS MEDIA GROUP, INC.
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00000 Xxxxxxx Xxxxxxxxx
Xxxxxx Xxxx, XX 00000-0000
To Xxxx: Xxxx X. Xxxx, Ph.D
_____________________________
_____________________________
To the Assignor: Ramy El-Batrawi
00000 Xxxxxxx Xxxxxxxxx
Xxxxxx Xxxx, XX 00000-0000
Any written communications given by mail shall be deemed
delivered two (2) business days after such mailing date and any written
communication given by overnight delivery service shall be deemed delivered one
(1) business day after the dispatch date. A party may change their address by
giving the other party written notice of their new address as herein provided.
(i) ATTORNEYS FEES. If any action (including an
arbitration proceeding) at law or equity, including an action for declaratory
relief, is brought to enforce or interpret the provisions of this Assignment,
the prevailing party shall be entitled to recover actual attorneys' fees, which
may be determined by the court or arbitrator in the same action or in a separate
action brought for that purpose. The attorneys' fees shall not be computed in
accordance with any court or other schedule but shall be made as to fully
reimburse for all attorneys' fees, paralegal fees, costs and expenses actually
incurred in good faith, regardless of the size of the judgment, it being the
intention of the parties to fully compensate for all attorneys' fees, paralegal
fees, costs and expenses paid or incurred in good faith.
8. ARBITRATION. Any controversy, dispute, or claim arising
out of, in connection with, or in relation to the interpretation, performance or
breach of this Assignment shall be settled by arbitration administered by the
American Arbitration Association and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.
9. ENTIRE AGREEMENT. This Assignment contains the entire
understanding and agreement of the parties and there have been no promises,
representations, agreements, warranties or undertakings by any of the parties,
either oral or written, of any character or nature hereafter binding except as
set forth herein. This Agreement may be altered, amended or modified only by an
instrument in writing, executed by the parties to this Agreement, and by no
other means. Each party waives their future right to claim, contest or assert
that this Agreement was modified, canceled, superseded or changed by any oral
agreement, course of conduct, waiver or estoppel.
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment on
this _____ day of ________________, 199_.
THE ASSIGNEE:
GENESIS MEDIA GROUP, INC.
By: /s/ Ramy El-Batrawi
---------------------
Name: Ramy El-Batrawi
Title: President
THE ASSIGNOR:
/s/ Ramy El-Batrawi
--------------------------
RAMY EL-BATRAWI
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