Licensing Agreement Regarding DVD Distribution
Exhibit
10.31
1)
|
This
agreement is made as of this 20th
day
of December,
2006,
by and between NuTech
Digital, Inc. a
California corporation located at X.X. Xxx 000000, Xxxxxx, Xxxxxxxxxx
00000-0000 (hereafter referred to as “Licensor”)
and VCX
Ltd., Inc. a
Nevada Corporation located at 0000 Xxxxxxxxx Xxxxx, Xxxxx Xxx Xxxxx,
XX
00000 (hereafter referred to as “Licensee”).
|
2)
|
Licensor
hereby grants to Licensee throughout North America (hereafter referred
to
as “Territory”), the exclusive right to distribute and sell the DVD’s,
titles
furnished as finished product by Licensor only
as
listed on “Attachment A” of this agreement, through the remainder of the
licensing agreements for North America as documented in “Attachment
A”.
|
3)
|
The
whole, subject to the following terms and
conditions:
|
A)
|
“Titles”
as used in this agreement shall mean the sixty three (63) titles
listed in
“Attachment A”.
|
B)
|
“Licensor”
shall provide to “Licensee” a current customer list with contact
information for all wholesale customers that have been sold the titles
in
“Attachment A” in the last two
years.
|
C)
|
Both
“Licensor” and “Licensee” will make separate announcements to the public
and their customer base detailing the fact that “Licensee” has acquired
the exclusive North American DVD distribution rights to the 63
titles.
|
D)
|
“Licensor”
will retain the rights to fulfill retail sales through it’s own
websites.
|
E)
|
“Licensor”
will not fulfill any wholesale orders for the titles listed on “Attachment
A” of this agreement during the term of this agreement. Any inquiries
for
said product will be referred to “Licensee” during the term of this
agreement.
|
F)
|
Defective
materials will be either returned for future credit or exchanged
for new
product. Defectives are those that are discovered upon the initial
inspection at “Licensee’s” warehouse, and not those that occur due to
material handling or shipping by “Licensee” or its agent. The only
exception to this is discs which will not play because of encoding
problems. Prior to “Licensee” shipping these products, “Licensor’s”
responsibility to consist of:
|
1)
|
Loose
in Case
|
2)
|
Scratched
Disc
|
3)
|
Outer
packaging damage
|
G)
|
“Licensor”
will invoice “Licensee” at the rate of $1.50 per finished package for the
current inventory to be shipped as detailed on “Attachment B” which
currently is estimated at 22,696 pieces and for the current order
at
L&M for an additional 1,000 pieces each of 21 titles for an estimated
total piece count of 43,696.
|
H)
|
“Licensee”
shall wire 50% of the funds due within 48 hours of the signing of
this
agreement to the following:
|
NuTech
Digital, Inc.
City
National Bank
818-988-4262
00000
Xxxxxxx Xxxxxxxxx
Xxxxxx,
XX 00000
ABA
000000000
Account
#
024964094
I)
|
“Licensee”
shall wire remaining 50% of the funds due within 15 days of the initial
payment. Allowances may be made at that time for “Defectives” as outlined
herein, shortages or other problems which may affect final shipped
quantity.
|
J)
|
Any
re-orders from “Licensee” will be filled as quickly as possible by
“Licensor”. “Licensee” agrees that minimum re-order quantity will be 1,000
(one thousand) pieces and that the price for those future re-orders
will
be fixed at $1.50 per finished package. Terms for re-orders to be
as
follows: 50% with order and 50% upon
delivery.
|
K)
|
“Licensor”
agrees that it will not compete with “Licensee” in any new physically
delivered technology during the term of this agreement. This would
specifically include any Hi-Definition or Blue-Ray technology.
|
In
witness thereof, the parties hereto have hereunto affixed their respective
signatures as of the day and year above first mentioned:
Xxx
Xxxxxx President
/s/
Xxx
Xxxxxx
/s/ Xxxxx X. Xxxxxx, President
Licensor
Name & Title Licensee
Name & Title
_____________________________ ______________________________
Licensor
Signature Licensee
Signature
Licensor
Fax: (000) 000-0000 Licensee Fax: (000) 000-0000
Notices:
If
to
“Licensor”:
Xxx
Xxxxxx
NuTech
Digital, Inc.
X.X.
Xxx
000000
Xxxxxx,
XX 00000-0000
(000)
000-0000 phone
(000)
000-0000 fax
If
to
“Licensee”:
Xxxxx
Xxxxxx
VCX
Ltd.,
Inc.
0000
Xxxxxxxxx Xxxxx
Xxxxx
Xxx
Xxxxx, XX 00000
(000)
000-0000 phone
(000)
000-0000 fax