EXHIBIT 6(xv)
PURCHASE AGREEMENT
THIS AGREEMENT dated as of the 2nd day of August, 1984, by and between
JEY PRODUCTIONS, INC., a nEVADA cORPORATION WITH offices at 000 xxxxx Xxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx 00000, hereinafter called JEY, and Starcom Network
Ltd., a Nevada corporation with offices at 0000 Xxxxxxxx Xxxx, Xxxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxxxx 00000, hereinafter called SCN.
W I T N E S S E T H
A. Heretofore, by virtue of a certain Xxxx of Sale, JEY acquired title
to the Master Recordings formerly known as part of the "Springboard Catalog". A
list of the Master Recordings to pass with this purchase is more particularly
set forth and described in Exhibit A attached hereto.
B. JEY desires to sell the Master Recordings set out in Exhibit A to
SCN in accordance with the terms, conditions and provisions hereof.
NOW, THEREFORE, it is agreed as follows:
1. Definitions.
a. "Master Recordings" or "Masters shall mean the recordings,
a list of which, both as to artist and title, is set forth in Exhibit "A"
attached hereto.
b. "Springboard" shall mean Springboard Internations, Inc.,
and its affiliates who were prior owners of the Master Recordings.
c. "Springboard papers" shall mean the following documents:
(I) Judgment of Reclamation dated July 28, 1980;
(ii) Amended Judgment of Reclamation dated August 20,
1980;
(iii) Assignment dated June 19, 1980, from Springboard's
trustee in bankruptcy to NMC Corp., International
Fastener Research Corp. (Springboard Associates);
(iv) Xxxx of Sale dated August 13, 1980, from NMC Corp.,
International Fastener Research Corp. And Springboard
Associates to Columbia Special- Products (CBS).
(v) "Certain Xxxx of Sale", shall mean a Xxxx of Sale
from CBS, Inc. To JEY Productions along with
supporting documents and paper trails, all attached
hereto.
c. "Record(s)" shall mean disc records, tapes and
eight-track cartridges, movies, video cartridges, cassettes and other
configuration now known or hereafter discovered or utilized for the reproduction
of sound, alone or in conjunction with visual reproductions manufactored from
the Master Recordings from time to time.
2. Sale of Master Recordings.
Simultaneously, with execution of this agreement, JEY is selling to SCN
and SCN is purchasing from JEY, all of JEY's right, title and interest in and to
the Master Recordings and the performances contained therein for the
consideration of - 400- shares of capital stock of SCN, and further, SCN shall
pay JEY a royalty of (.01) one cent per song for each song sold, whether in an
album, single, tape video or other form of production. The Value of the Masters
if $2,000,000.00, being Jey's acquisition costs.
3. Conveyance of Rights.
a. Upon payment of SCN of the full purchase price as set out
here, it shall be and become the sole owner, absolutely and forever, and without
any limitation or restriction whatever, of JEY'S entire right, title and
interest in and to each of the Master Recordings (listed in Exhibit A attached)
as such right, title and interest were acquired by JEY as successor to
Springboard from, through and by virtue of the Springboard papers.
b. Concurrent with the execution hereof, JEY has delivered to
SCN all tape recordings, masters and other parts or reproductions of the Masters
presently in JEY'S possession together with each and every contract, summary of
contract and/or other documentation pertaining to the Master Recordings and the
ownership rights therein. There are non-exclusive leases outstanding on these
Masters but they do not effect the title or rights of JEY to distribute, sell,
lease, or otherwise to deal in the Masters. A sample lease is contained in
Exhibit "A".
c. To the extent set forth in Exhibit A, and the Xxxx of Sale
to Bullett shall include, but shall not be limited to:
(i) The sole, exclusive and perpetual right
throughout the world to To manufacture,
advertise, sell and otherwise deal in
records derived from or embodying the
contents of the Masters and to license or
assign to others SCN's right to do so;
(ii) the perpetual right throughout the world to
use and publish and to permit others to use
and publish the names, likenesses,
photographs and biographical material of all
persons whose performances are embodies in
the Master Recording in connection with the
sale and exploitation of Records derived
from the Masters;
(iii) the right to release Records throughout
the world derived from the Masters under
such trade names or trade marks as from time
to time SCN may determine.
(iv) the exclusive and perpetual ownership of the
Master Recordings and all performances
embodies thereon together with the absolute
right to dispose of and deal in and with the
same upon such conditions as SCN shall
determine;
(v) the right to publicly perform or to permit
the public performance of Records derived
from the Master Recordings by any means
whatsoever, whether now or hereafter known.
(vi) the right to edit, excerpt, alter or change
the Masters in any manner whatsoever.
Notwithstanding the provisions of xxxxx subparagraph (c), the rights
granted herein are subject to the provisions of any and all agreements amont
recording artists, producers and prior owners of the Master Recordings.
(d) Anything in this agreement to the contrary
notwithstanding, it is expressly understood that the sale and purchase
contemplated hereby does not include any rights in and to the names
"Springboard", "Musicor", "Scepter" or any other names heretofore associated
with labels through which records derived from the Masters have been
distributed, it being expressly understood that JEY does not currently have any
proprietary rights in and to any such labels, and that the transaction
contemplated hereby is not intended to include any such proprietary interests.
4. Warranties and Representations of JEY.
JEY hereby warrants and represents to SCN that:
(a) it is the sole and exclusive owner of the rights granted
to it under and by virtue of the CBS Xxxx of Sale and all documents related
thereto;
(b) JEY has the full power and authority to sell its interest
in the Master Recordings;
(c) JEY has not heretofore conveyed or granted to any third
party any right, title or interest in and to the Masters except, however those
license relationships created by virtue of the documents listed in Exhibit B
attached hereto, copies of which have been made available to SCN.
5. Limitation on Rights of SCN.
None except as stated in Exhibit A.
6. Warranties and Representations of SCN.
SCN hereby warrants and represents to JEY that:
(a) SCN has the full power and authority to enter into this
Agreement and to perform the obligations imposed upon it herein.
7. Royalty Payments to Artists.
SCN shall be responsible for and shall pay all
royalties to artists and other third parties.
8. Attorney in Fact.
SCN hereby irrevocable designates JEY as its
attorney-in-fact to enforce, on behalf of both SCN and JEY or either of them,
the following:
(a) Obligations imposed by the lease agreements referred to in
Exhibit "A" attached hereto, or any attack on the title to the masters.
9. Indemnification by JEY.
JEY hereby agrees to indemnify and hold harmless SCN of
and from any claim, cause of action, judgment or expense which may be imposed
upon either JEY or Bullett or both of them, as a result of litigation or other
proceedings initiated by anyone with respect to matters and occurrences which
happened prior to the date of this Xxxx of Sale.
10. General Indemnity.
Each party shall indemnify, save and hold the other
harmless from loss or damage (including legal expenses and reasonable attorneys'
fees) arising out of or connected with any failure by the indenmifying party to
fulfill its obligations under this agreement, or any claim by a third person
which is inconsistent with any of the warranties, respresentations or agreements
made by the indemnifying party herein which has resulted in a judgment against
the other party or which has been settled with the indemnifying party's consent
(which will not be unreasonably withheld). The indemnifying party will reimburse
the other party on demand for any payments made by the latter at any time after
the date hereof in respect of any liability or claim to which the foregoing
indemnity relates. Each party will notify the other of any such claims and the
indemnifying party shall have the right, at its expense, to participate in the
defense thereof.
11. Notices.
All notices hereunder shall be in writing and shall be
given by registerd or certified mail at the respective addresses hereinabove set
forth, or such other address or addresses as may abe designated by either party
such notice shall be deemed given when received by a party or ten (10) days
after mailing whichever is the earlier date.
12. Entire Understanding.
This agreement contains the entire understanding of the
parties relating to the subject matter hereof and cannot be changed or
terminated except by an insstrument signed by an officer of each party. A waiver
by either party of any term or condition of this agreement in any instance shall
not be deemed or construed as a waiver of such term or condition for the future,
or of any subsequent breach thereof. All remedies, rights, undertakings,
obligations, and agreements contained in this agreement shall be cumulative and
none of them shall be in limitation of any other remedy, right, undertaking,
obligation or agreement of either party.
13. Jurisdiction and Venue.
This Agreement sets forth the entire udnerstanding between
the parties with respect to the subject matter hereof, and no modification,
amendment, waiver, termination or discharge of this Agreement or any provision
thereof shall be binding upon either party unless confirmed by a written
instrument executed by an authorized officer of the party to be bound. No waiver
of any provision of or default under this Agreement shall affect the rights of
either party thereafter to enforce such provision or to exercise any right or
remedy in the event of any other default, whether or not similar. This Agreement
has been entered into in the State of Georgia. The validity, interpretation and
legal effect of this Agreement shall be governed by the laws of the State of
Georgia applicable to contracts entered into and performed entirely within the
State of Georgia, with respect to the determination of any claim, dispute or
disagreement which may arise out of the interpretation, performance or breach
hereof.
14. Warranties and Representations Survive Closing.
All warranties and representations made by the parties
hereto shall survive the closing of this transaction.
15. Responsibilities of Parties.
This Agreement shall inure to the benefit of and be
binding on the successors and assigns of both parties.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET THEIR HANDS AND SEALS ON
THE DATE ABOVE RECITED.
JEY
By: [signature illegible]
SCN
By: /s/ Xxxxxxx Xxxxxxx, Pres.
ACCEPTANCE
We the undersigned being officers of SCN certify that
we have this date taken physical
possession of Master Recordings [handwritten and initialed, approx albums] and
have counted and verified them agains the list in Exhibit "A" attached to the
within Xxxx of Sale and they are held by us in a proper vault.
By: /s/ Xxxxxxx Xxxxxxx
President
By: [signature illegible]
Secretary
