Exhibit 10.9
ASSIGNMENT OF PRODUCER FEES
THIS AGREEMENT (the "Agreement") made as of this 24th day of March,
2005 (the "Effective Date"), by and between Xxxxx Xxxxxx, with an address at
________________ (hereinafter referred to as "Austin"); Xxxxx Xxxxxx
Productions, Inc. a California corporation with its principal offices located at
0000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 ("SAP.");
Austin Family Entertainment, a California corporation with its principal offices
located at 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
("AFE."); and TAG Entertainment Inc., a California corporation with its
principal offices located at 0000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx,
Xxxxxxxxxx 00000 ("TAG.")
WITNESSETH;
WHEREAS, TAG is engaged in the business of developing and distributing
feature length motion pictures and other entertainment products; and
WHEREAS, Austin is the sole owner and operator of SAP and AFE
(collectively the "General Partners"), which act as the general partners of
certain limited partnerships listed on Schedule I; and
WHEREAS, Austin and the General Partners are entitled to receive
producer fees, overhead and staffing reimbursement and salary payments
(collectively the "Payments") from the Limited Partnerships in connection with
the development of feature films on behalf of the Limited Partnerships; and
WHEREAS, during the period January 1, 2001 and December 31, 2004, TAG
acted as producer of the feature films developed by the Limited Partnerships,
and Austin caused the Limited Partnerships to make the Payments directly to TAG;
and
WHEREAS, the parties now desire to confirm the assignment of the
Payments to TAG;
NOW, THEREFORE, it is mutually agreed by and between the parties
hereto as follows:
1. ASSIGNMENT OF PAYMENTS. For good and valuable consideration, the sufficiency
of which is hereby acknowledged by the parties, Austin, SAP and AFE hereby
ratify and confirm the unconditional assignment of the Payments for the period
commencing January 1, 2001 and terminating December 31, 2004 to TAG.
2. NOTICES. Any notice to be given by either party to the other hereunder shall
be sufficient if in writing and personally delivered or sent by registered or
certified mail, return receipt requested, addressed to such party at the address
specified on the first page of this Agreement or such other address as either
party may have given to the other party in writing.
3. ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding between the parties and supersedes all prior negotiations,
agreements, and discussions pursuant to the subject matter hereof.
4. MODIFICATION AND WAIVER. This Agreement may not be altered or modified except
by writing signed by each of the respective parties hereof. No breach or
violation of this Agreement shall be waived except in writing executed by the
party granting such waiver. No waiver of a breach or violation shall be deemed a
waiver of a subsequent breech or violation of the same or any other nature.
5. LAW TO GOVERN. This Agreement and all of the rights and obligations of the
parties provided shall be governed by and in accordance with the substantive
laws of the State of California, without regard to principles of conflicts of
law.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first written above.
TAG Entertainment Inc.
BY: /s/ Xxxxx Xxxxxx
------------------------------------
An authorized officer
/s/ Xxxxx Xxxxxx
----------------------------------------
Xxxxx Xxxxxx
Individually
Xxxxx Xxxxxx Productions, Inc.
By /s/ Xxxxx Xxxxxx
-------------------------------------
Xxxxx Xxxxxx
President
Austin Family Entertainment, Inc.
By /s/ Xxxxx Xxxxxx
-------------------------------------
Xxxxx Xxxxxx
President
Schedule I
1. Majestic Film Partners I
2. Majestic Film Partners II
3. Majestic Film Partners III
4. Majestic Film Partners IV
5. Animal Partner, LP
6. Family Film Partners VII, LP
7. Fairy Tale Parnters III, LP
8. Tag Studios, 1 LLP
9. Black Beauty, LLP
10. Motocross Kids, LLP
