LETTER OF AGREEMENT TO PURCHASE
Exhibit No.
10.9
Form
10-KSB
File
No. 000-51185
LETTERHEAD
OF SIGNET INTERNATIONAL HOLDINGS, INC.
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TO:
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Xx.
Xxxx X. Xxxxxx
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12948 Calais Circle
West Palm Beach, FL 33410
May 1,
2007
Dear Xx.
Xxxxxx:
This
letter sets forth the Agreement {"Agreement") between yourself, Xxxx X. Xxxxxx, an individual
hereinafter, (“Xx. Xxxxxx “) and Signet International Holdings,
Inc. (“Signet") with respect to your Book entitled “Tales from the
moe. Republic”
authored by you only and consisting of original annotations and stories
developed and created by you a copy of which accompanies this agreement
referenced as EXHIBIT A and made a part of this Letter Agreement to Purchase
hereinafter referred to as (“The Property”).
The Video
teleplay rights (only)of The Property is being purchased by Signet for the
purpose of being developed and produced as individual video productions or as a
video series, to be broadcast and/or presented in any format,
as Television Programming and/or Feature Screen Plays, hereinafter,
(the “Programs”).
1. Purchase Price &
Terms
Purchase
Price: The agreed purchase price for the property is
$1,136,624. This price includes all of the Teleplay rights, title and
privileges of the properties and any ancillaries that may accrue to Signet there
from subject to the terms and conditions recited in “3. Rights
Granted”.
Payment: 113,662
shares of Signet Common Stock will be issued and delivered to Xx. Xxxxxx no
later than 14 days from executing this agreement and $25,000.00 cash payable
anytime before May 31, 2009.
2. Delivery
Upon
executing this agreement, Xx. Xxxxxx will deliver to Signet the total
unabridged, full length and complete copy of “The Moe Republic,” the Novel based
upon the fictional characters developed and created by Xx. Xxxxxx without
collaboration, partnership or association with a third party or more who may
burden, impede or otherwise encumber Signet’s clear title recited in “3. Rights
Granted”.
3. Rights
Granted
Xx.
Xxxxxx hereby sells to Signet teleplay rights only outright, exclusively and in
perpetuity, all teleplay rights, title, and interest of any kind or nature
whatsoever, whether now or hereafter known or existing in all languages,
throughout the universe in and to the property (the Rights"). The
Teleplay Rights shall include, without limitation, all rights which include
motion picture, programs, television and allied rights in and to the Property
including, without limitation, music, live action, animation, remake, series,
digital television and video cassette and/or video laser disc recording, sound
track, media rights, merchandising, and commercial tie-up rights in and to the
Teleplay Property and any and all rights there from or ancillary
thereto.
Should
either Xx. Xxxxxx or Signet have the occasion to negotiate, or is invited to
open discussions with a Motion Picture Company and/ or its
representatives to purchase the motion picture rights, Xx. Xxxxxx or Signet
,whomever is approached, will immediately notify the other
party. Signet will retain the rights to negotiate and execute the
contract, the terms and conditions all of which will be subject to Xx. Xxxxxx’x
approval. If a contract is executed to purchase the motion picture
rights, Xx. Xxxxxx will be entitled to full disclosure and examination of the
terms and conditions of the contract. Further, Signet will be
entitled to 25% of all payments received from the Motion Picture
Company. All legal and administrative contractual costs will be borne
by Signet. Xx. Xxxxxx shall receive 75%. Signet will not
participate in any other compensation he may receive as an employee or
independent contractor of the Motion Picture Company.
Signet’s
rights do not include sequel, prequel rights the rights to audio book, plays.
magazine, newspaper, journals, periodicals, pamphlets or any other type of
written matter or publication and related ancillaries resulting there from which
do not extend beyond or infringe upon those ancillaries resulting from the
teleplay rights above. Signet retains the rights of first refusal or
the rights to match any bona fide offer Xx. Xxxxxx receives for the sale of the
sequel or prequel property. If Signet matches the offered price, Xx.
Xxxxxx agrees to sell these rights to Signet.
Signet
will offer to moe. (the recording musical group), the first right of refusal to
compose and deliver all original theme and transitional musical arrangements to
accompany the TV teleplays produced by Signet. All recorded music
whether delivered by xxx. or another musical group will be selected by Signet
subject to Xx. Xxxxxx’x approval. Signet will pay moe. or other group
the customary, standard and the then current scale rates. The
compensation rates will be based on an agreeable national index. If
moe exercises it first right of refusal and composes the music, Xxxxxx agrees to
display the moe. logo /insignia along with suitable mention of the
musical group during the appropriate opening and /or closing slots of the
teleplay presentations.
4. Representations
and Warranties
Xx.
Xxxxxx warrants and represents that all ideas, creations, material, and
intellectual properties furnished by Xx. Xxxx X. Xxxxxx herein are Xx. Xxxxxx’x
own, original creations. Xx. Xxxxxx warrants and represents that Xx.
Xxxx X. Xxxxxx has the sole and exclusive right and authority to enter into and
fully perform this agreement and to grant exclusively to Signet the Rights
granted herein.
5. Indemnities
Xx.
Xxxxxx shall defend, indemnify and save harmless Signet, its successors,
licensees and assigns, and any officers, directors, employees/ agents and/or
representatives of any of the foregoing, from and against any and all claims and
expenses (including without limitation reasonable legal fees and expenses)
incurred by any of them by reason of the breach or alleged breach of any
warranty undertaking, representation and/or agreement made by or entered into
herein by Xx. Xxxxxx hereunder.
6. Signet’s
Control
Xx.
Xxxxxx acknowledges the right of Signet to make any changes to the Property in
the preparation and exploitation of any productions based on the property, and
in this connection Xx. Xxxxxx acknowledges and agrees that Xx. Xxxxxx will not
have any right of approval or consultation with respect to any such changes or
with respect to any element of any production produced
hereunder. However, upon Xxxxxx’s request, Xx. Xxxxxx will be
available to assist in the production of the screen plays in the capacity of
assistant director, consultant and/or otherwise professional advisor to the
overall presentation. For his services, Xx. Xxxxxx will be paid at a
scale commensurate to the duty requested satisfactory to Xx.
Xxxxxx.
7. Assignment
All
Teleplay rights and privileges granted to Signet hereunder and all
representations and warranties made by Xx. Xxxxxx hereunder shall
inure not only to Signet's benefit, but also to the benefit of all persons who
may hereafter lawfully acquire any right to produce, sell, license, transmit,
exhibit, advertise and/or exploit in any way the rights granted hereunder, it
being expressly agreed that any production hereunder may be produced, released,
sold and/or distributed under any company or trade name, brand producing mark,
or trademark desired by Signet, its licensees, successors and
assigns.
8. No Injunctive
Relief
Xx.
Xxxxxx’x sole and exclusive remedy for any breach of this Agreement shall be
limited to an action for damages at law and under no circumstances shall Xx.
Xxxxxx be entitled to equitable relief or to restrain or enjoin the distribution
of any Programs hereunder or other exploitation of any of the Rights granted to
Signet hereunder.
(Remainder
of this page left blank intentionally)
9. Notices
Notices
to Signet shall be sent to:
Xxxxxx X.
Xxxxxxxxx, President
000 Xxxxx
Xxxxxx, Xxxxx #000,
Palm
Beach, FL 33480
Telephone:
000 000-0000
Notices
to Xx. Xxxxxx shall be sent to:
Xxxx X.
Xxxxxx
12948
Calais Circle
West Palm
Beach, FL 33410
Telephone:
000-000-0000
All
notices hereunder shall be given to Xx. Xxxx X. Xxxxxx and Signet by first class
mail, registered or certified, return receipt requested, or by personal
delivery, fax, Federal Express or the like, at their respective addresses set
forth, or to such other address as either party shall specify in
writing.
10. Rights of
Action
Rights of
action with respect to breach of promises, covenants, warranties and/or
representations by either party to this agreement made or committed during its
effective term shall survive the expiration of this agreement an shall inure to
and for the benefit of any successors and assigns of either party to this
agreement.
11. Choice of
Law
This
agreement is executed in and shall be construed in accordance to the laws of the
State of Florida. The parties agree that venue for any action in
relation to this agreement shall be in the state of Florida.
12. Entire
Agreement
This
constitutes the sole and entire agreement and understanding between XX. XXXX X.
XXXXXX and SIGNET with respect to the subject matter discussed
herein. All terms contained in this letter Agreement which are not
specifically defined herein are intended to be defined in accordance with the
customary definitions of such terms in the United States Motion Programs and
Television industries. This LetterAgreement shall constitute a
complete and mutually binding Agreement that can not be modified except by a
writing signed by all of the parties.
Please
indicate your acceptance of this letter Agreement by signing in the space
provided for herein below.
AGREED TO AND ACCEPTED
BY:
For
XXXX XXXXXX, Individual
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/s/
Xxxx X.
Xxxxxx
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May 17,
2007
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Xxxx
X.
Xxxxxx
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Date
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/s/
illegible
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Witness
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/s/
Xxxxxx X.
Xxxxxxxxx
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May 17,
2007
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Xxxxxx
X.
Xxxxxxxxx
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Date
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President
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