ASSIGNMENT
of
Entire world wide rights in Digital Masters together with
territorial licenses and other interests in sound recordings
This ASSIGNMENT AND TRANSFER DEED
is made on the 17th day of December 1997
Between:
MUSIC AVENUE OF AMERICA Corporation
whose registered office is at:
00 Xxxxxxxxx Xxxxx
Xxxxx, Xxxxxxxx 00000
Xxxxxx Xxxxxx of America
hereinafter referred to as MUSIC AVENUE
represented by XXXXX XXXXXXX, a director,
of the one part,
&
IMMEDIATE ENTERTAINMENT GROUP, INC.
whose registered office is at:
0000 Xxxxxxxx Xxxx,
Xxxxx 000
Las Vegas, Nevada 89121
United States of America
residing at:
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
United States of America
hereinafter referred to as THE PURCHASER
represented by XXXXXXX XXXXXXXXXX, CEO
of the other part
BACKGROUND TO THE ASSIGNMENT AND TRANSFER
A/ MUSIC AVENUE OF AMERICA Corporation 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 Schedule hereto
containing pages ("the catalogue") and identified by the signatures on behalf
of the parties hereto.
B/ MUSIC AVENUE OF AMERICA Corporation has agreed to assign the catalogue
to the Purchaser and has also agreed to sell and transfer to the Purchaser all
rights specified in said Schedule.
The consideration for such assignment and sale and transfer shall be the
amount of U.S. $1,640,000.00 (One Million Six Hundred And Forty Thousand U.S.
Dollars), to be paid upon signature of this agreement through the issue of
328,000.00 (Three Hundred And Twenty Eight Thousand) One Cent Ordinary Stock
in the Purchaser (carrying on agreed present value of US $5.00 per share)
clean and without charge or equities attaching thereto.
MUSIC AVENUE OF AMERICA Corporation and the Purchaser have agreed to enter
into and be bound by the further undertakings terms and provision of this deed
for the better transfer and vesting in the Purchaser of both the catalogue and
all rights specified in the Schedule hereto.
Now this DEED HEREBY WITNESSETH as follows:
1. Definition 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.
1.3 Any reference in this agreement to any statue or statutory provision
shall be construed as including a reference to that statue 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.
1.4 Unless the context otherwise 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.
1.5 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.
1.6 "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 MUSIC AVENUE OF
AMERICA corporation.
1.7 "Other Product" means any audio or audio visual product including
original sound recordings produced by MUSIC AVENUE of Corporation and original
recordings which have been acquired by MUSIC AVENUE of Corporation other than
Digital Masters which MUSIC AVENUE OF AMERICA Corporation may have acquired by
assignment transfer agreement license or by the operation of law by any
parties in or from any part of the world which MUSIC AVENUE OF AMERICA
Corporation acquired the right or license at any time prior to the date
hereof.
1.8 "Publicity Material" means when available such biographical
musicological notes transparencies and audio-visual material in respect to
those artistes composer conductors arrangers as many be in the control under
license or other proprietorship or licensor right immediately prior to the
date hereof.
1.9 "Territory" means the whole of the world.
1.10 "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 Three Hundred and Twenty Eight Thousand
Shares of MUSIC AVENUE OF AMERICA Corporation for the use of MUSIC AVENUE OF
AMERICA Corporation absolutely (the receipt of which shares MUSIC AVENUE OF
AMERICA Corporation hereby acknowledges).
MUSIC AVENUE OF AMERICA Corporation 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 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 $5,000.00 to be paid to MUSIC AVENUE OF AMERICA
Corporation by the purchaser to cover the cost of copying the masters MUSIC
AVENUE OF AMERICA Corporation as Beneficial Owner HEREBY ASSIGNS AND LICENSES
to the Purchaser the rights and licenses contained in and specified in the
Schedule to hold unto the use of the Purchaser absolutely.
3. Further Assurance
3.1 MUSIC AVENUE OF AMERICA Corporation 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 possibly
existing audio-visual promotional films and videos made by or licensed to
MUSIC AVENUE OF AMERICA Corporation 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 MUSIC AVENUE OF AMERICA Corporation
confirms that the entire copyright and all other rights in all such
promotional films videos, in so far as they exist, and other material shall
vest in the Purchaser absolutely.
4.3 MUSIC AVENUE OF AMERICA Corporation 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 MUSIC AVENUE
OF AMERICA Corporation's rights assigned transferred, granted, or licensed to
the Purchaser hereunder, together with the right of the Purchaser to join
MUSIC AVENUE OF AMERICA Corporation as a plaintiff or defendant in any such
action and MUSIC AVENUE OF AMERICA Corporation 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 & Obligations of MUSIC AVENUE OF AMERICA Corporation
As a material inducement to the Purchaser to enter into this Agreement MUSIC
AVENUE OF AMERICA Corporation 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 know or invented in the future throughout the Territory during the
Term have been obtained by MUSIC AVENUE OF AMERICA Corporation.
5.2 MUSIC AVENUE OF AMERICA Corporation 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 disability restriction or prohibition which
might prevent the Purchaser from performing or observing any of MUSIC AVENUE
OF AMERICA Corporation is obligations under this Agreement.
5.3 MUSIC AVENUE OF AMERICA Corporation has not entered and will not enter
into any arrangement which might conflict with this agreement.
5.4 the digital Masters are and will on delivery, after payment of master
copying costs by Purchaser to MUSIC AVENUE OF AMERICA Corporation, be in first
class condition and of first class technical quality suitable for exploitation
in sound recordings in all configurations.
5.5 MUSIC AVENUE OF AMERICA Corporation 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 MUSIC AVENUE OF AMERICA Corporation 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.
5.6 MUSIC AVENUE OF AMERICA Corporation 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.
5.7 MUSIC AVENUE OF AMERICA Corporation undertakes to indemnify the
Purchaser and keep the Purchaser at all time 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 my MUSIC
AVENUE OF AMERICA Corporation of any of MUSIC AVENUE OF AMERICA Corporation is
undertakings warranties or obligations under this Agreement.
6. Notices
6.1 Any notices 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 give if
signed by aor 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/A At the time the same is left at the address of or handed to a
representative of the party to be served.
6.3/B By post on the day not being Sunday or public holiday 7 days
following the date of posting.
6.3/C 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 by 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 & 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 part 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 the Kingdom of Belgium the courts of which shall be courts of competent
jurisdiction.
EXECUTED as Deed by the Parties the day and year above written.
SCHEDULE
A/ 206 Long playing Master Recordings, containing a minimum of 3,296
tracks, details of artists and repertoire, see "B".
B/ Details of all rights and licenses vested in MUSIC AVENUE OF AMERICA
Corporation by way of a copy of the ASSIGNMENT OF RIGHTS & FLAT FEE SALE of
MASTER RECORDINGS (AGREEMENT) between RIVIERA RECORDS (The VENDOR) and MUSIC
AVENUE OF AMERICA Corporation (The PURCHASER), Dated July 23, 1997.
SIGNED AS A DEED by
/s/Xxxxx XxXxxxx
on behalf of
MUSIC AVENUE OF AMERICA Corporation
SIGNED AS A DEED by
/s/Xxxxxxx Xxxxxxxxxx
on behalf of
IMMEDIATE ENTERTAINMENT GROUP, INC.
