EXHIBIT 6(xiv)
PURCHASE AGREEMENT
THIS AGREEMENT dated as of the 1st day of Nov., 1984, by and between
BULLETT PRODUCTIONS, INC., a Tenn. Corporation with offices at 000 Xxxxx Xxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx 00000, hereinafter called BULLETT, 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. That Bullett owns certain Master Recordings and it desires to sell
the Said Masters and SCN desires to purchase the same, and,
B. The Masters being sold with this conveyance are shown on Exhibit "A"
attached hereto and made a part 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. Title papers shall mean the paper titles wherein the
Masters were conveyed to Bullett including the "Paper Trail".
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 manufactured from the Master
Recording from time to time.
2. Sale of Master Recordings.
Simultaneously, with execution of this agreement, Bullett is selling to
SCN and SCN is purchasing from Bullett, all of Bullett's right, title and
interest in an to the Masters and the performances contained therein for the
consideration of - 700- shares of capital stock of SCN, and further, SCN shall
pay Bullett a royalty of (.01) one cent per song for each song sold, whether in
an album, single, tape video or other form of production.
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 the entire right, title and interest
in and to each of the Master Recordings as such right, title and interest were
acquired by Bullett by title papers, including the paper trail.
b. Concurrent with the execution hereof, Bullett has delivered
to SCN all tape recordings, masters and other parts or reproductions of the
Masters presently in Bullett'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
Bullett to distribute, sell, lease, or otherwise to deal in the Masters. These
leases are 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 know.
(vi) the right to edit, excerpt, alter or change
the Masters in any manner whatsoever.
Notwithstanding the provisions of this subparagraph (c), the rights
granted herein are subject to the provisions of any and all agreements among
recording artists, producers and prior owners of the Master Recordings.
4. Warranties and representations of BULLETT.
Bullett hereby warrants and represents to SCN that:
(a) It is the sole and exclusive owner of the rights
granted to it under and by several Bills of Sale and all documents related
thereto;
(b) Bullett has the full power and authority to sell its
interest in the Master Recordings;
Bullett 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 non-exclusive leases
referred to above, copies of which have been made available to SCN.
5. Limitation on Rights of SCN.
None except as stated herein.
6. Warranties and Representations of SCN.
SCN hereby warrants and represents to Bullett 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 Bullett as its
attorney-in-fact to enforce, on behalf of both SCN and Bullett 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 Bullett.
Bullett 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 SCN 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 indemnifying party to
fulfill its obligations under this agreement, or any claim by a third person
which is inconsistent with any of the warranties, representations 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 registered 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 part of 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 instrument 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 understanding 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.
BULLETT
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 1111 Master Recordings [handwritten and initialed, approx albums]
and have counted and verified them against 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
