Abn : 78 079 594 479 Publishing member of apra since 1999 A : unit 6 / no.11 dudley street Randwick nsw 2031 australia T : +61 2 9310 0155 F : +61 2 9310 0166 E : sales@bluepie.com.au W : www.bluepie.com.au
Exhibit 10.1
 |
Abn
: 78
079 594 479
Publishing
member of apra since 1999
A
: unit
0 / xx.00 xxxxxx xxxxxx
Xxxxxxxx
xxx 0000 xxxxxxxxx
T
: x00 0 0000
0000
F
: x00 0 0000
0000
E
:
xxxxx@xxxxxxx.xxx.xx
W
:
xxx.xxxxxxx.xxx.xx
|
RIGHTS
AGREEMENT – EXCLUSIVE LICENSE TO REPRESENT BLUE PIE, BLUE VAULT DIGITAL AND
MAGIC BLUE CREATIVE FOR SPECIFIED TERRITORIES.
Between
Blue Pie
Productions Pty Ltd (Here after referred to as “BPP”)
A.B.N 78
079 594 479
Xxxx 0 Xx
00 Xxxxxx Xxxxxx
Xxxxxxxx
XXX 0000
e: xxxxx@xxxxxxx.xxx.xx
p: (000)
0000 0000
f: (000)
0000 0000
w: xxx.xxxxxxx.xxx.xx
And
WinSonic
Digital Media Group, Ltd (Here after referred to as “WinSonic”)
WinSonic
Digital Cable Systems Network, Ltd.
000
Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xx. 00000
XXX
e: xxxxxxx@XxxXxxxx.xxx
e: xxxxxxx@XxxXxxxx.xxx
p: (0011
+1) 000-000-0000
f: (0011
+1) 000-000-0000
w: xxx.XxxXxxxx.xxx
|
A
|
BPP
is a company in the business of providing Consulting Services, Consulting
Resources, Music Publishing, Music Production, Artist Management,
Production of Music in all recording formats for commercial sale, Digital
Entertainment Products, Production of Video content in all digital
formats, Digital Content Aggregation and Distribution Services, to its
client base, partners, and associates and general technical consulting and
systems development services to the global entertainment industry, general
business community, governments, non-profit entities and other
organizations, groups and individuals needing similar products and
services. BPP is the owner of certain proprietary trade secrets,
processes, Know-How and Intellectual Property which it currently operates
as, inter alia, the Blue Pie Music Store “xxx.xxxxxxxxxxxxxx.xxx”
as detailed in Schedule A and the listed supplied brochures to this
agreement.
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|
B
|
BPP
will licence WinSonic with the right to operate for itself and licence
third parties within the Territory to operate, authorised reproductions of
the BPS (“the Business Process”) and all the noted BPP products goods and
services in Schedule A.
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|
C
|
BPP
will licence WinSonic with Intellectual Property required to operate the
Business Process.
|
|
Abn
: 78
079 594 479
Publishing
member of apra since 1999
A
: unit
0 / xx.00 xxxxxx xxxxxx
Xxxxxxxx
xxx 0000 xxxxxxxxx
T
: x00 0 0000
0000
F
: x00 0 0000
0000
E
:
xxxxx@xxxxxxx.xxx.xx
W
:
xxx.xxxxxxx.xxx.xx
|
|
D
|
WinSonic
desires to use the Intellectual Property owned by BPP to develop the
Business Process as defined in Section 1
hereof.
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|
E
|
BPP
has agreed to grant WinSonic a licence with the right to use and exploit
the Intellectual Property on the terms and conditions of this
Agreement.
|
Unless
the context shall otherwise require, the following terms have the following
meanings throughout this Agreement:
|
1.1
|
"Agreement" means this
exclusive rights agreement to represent Blue Pie, Blue Vault Digital and
Magic Blue Creative products and services as outlined in schedule A for
the specified territory.
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1.2
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"Business Process" means
the BPS as described in Schedule A.
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1.3
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“Confidential
Information" means
all the Intellectual Property and Know-How, whether in a written, oral or
any other format, which WinSonic has access to as a result of this
Agreement.
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1.4
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“Digital Content”
includes digitally encoded music and analogous content, including
so-called “video clips”, ringtones, wallpapers and other content now known
or hereafter during the Term and incorporated into the BPS and in Schedule
A.
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1.5
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"Effective Date"
means the date this Agreement is entered into by the
parties.
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1.6
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“Improvements” means any
improvements, modifications, adoptions or new developments to any part of
BPP's Technology which BPP considers to be of commercial significance in
the development, or distribution of the BPS and the defined product range
in Schedule A.
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1.7
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"Intellectual property"
includes:
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a.
|
an
invention or discovery, manner, method or process of computer programming,
computer program, integrated circuit, circuit layout or semiconductor chip
layout or design, plan, drawing, or design in the
BPS;
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b.
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Improvement,
modification or development of any of the
BPS;
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c.
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Patent,
application for a patent, right to apply for a patent or similar rights
for or in respect of any intellectual property in the
BPS;
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d.
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Trade
secret, know-how, or right of secrecy or confidentiality in respect of any
information or document or other intellectual property in the
BPS;
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e.
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Copyright
or other rights in the nature of copyright subsisting in any works or
other subject matter in the BPS.
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|
Abn
: 78
079 594 479
Publishing
member of apra since 1999
A
: unit
0 / xx.00 xxxxxx xxxxxx
Xxxxxxxx
xxx 0000 xxxxxxxxx
T
: x00 0 0000
0000
F
: x00 0 0000
0000
E
:
xxxxx@xxxxxxx.xxx.xx
W
:
xxx.xxxxxxx.xxx.xx
|
|
1.8
|
"Know-How” means BPP's
information, knowledge, research and experience in the creation and
operation of on-line delivery systems for distributing Digital Content as
well as the sources of such content and the owners or parties capable of
granting rights to include their content within the
BPS.
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1.9
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“Legal Entity” means any
legally recognised person under the laws of the Territory, whether natural
or incorporated.
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1.10
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"BPP's Technology” means
the totality of the Intellectual Property and BPP’s Know How in relation
to the BPS the defined product range in Schedule
A.
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1.11
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"Taxes and Duties" means
all stamps, documentary, registration, duties, impost, taxes (other than a
tax based upon income) and charges including (without limitation) all
financial institution duties, Bank accounts debits, and any such duties,
taxes and charges payable by any one or more of the parties hereto and
government registration fees, withholding taxes and consumer taxes akin to
GST. VAT or similar.
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1.12
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“The Territory” means
the country or countries referred to in Clause
4.
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1.13
|
"Related Party" means
any third party which has common ownership with either BPP
or WinSonic, as the case may
be.
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In the
interpretation of this Agreement, unless something else is clearly
intended:
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2.1
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Singular
includes plural and conversely;
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2.2
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Where
a word or phrase is defined its other grammatical forms have a
corresponding meaning;
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2.3
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A
reference to any party to this Agreement, or any other agreement or
document, includes the party's successors and permitted
assigns;
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2.4
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Where
the consent or approval of party to this Agreement is required hereunder
for any act, matter or thing, such requirement shall in the absence of any
express stipulation to the contrary herein means the prior consent or
approval (as the case may be) in writing at the absolute discretion of the
party whose consent is required;
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2.5
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A
party includes the parties executors, administrators, successors,
permitted assigns and, if a body corporate its amalgamates with or formed
under its reconstruction.
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2.6
|
An
expression not otherwise defined has the same meaning as in the
Interpretation Xxx 0000 in
Australia.
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|
Abn
: 78
079 594 479
Publishing
member of apra since 1999
A
: unit
0 / xx.00 xxxxxx xxxxxx
Xxxxxxxx
xxx 0000 xxxxxxxxx
T
: x00 0 0000
0000
F
: x00 0 0000
0000
E
:
xxxxx@xxxxxxx.xxx.xx
W
:
xxx.xxxxxxx.xxx.xx
|
Section
3 Grant of licence
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3.1
|
BPP
will grant to WinSonic, an exclusive licence within the Territory and
throughout the Term, to reproduce, commercialise, maintain and market the
BPS (“the Business Process”) and all the noted BPP products goods and
services in Schedule A, subject to the terms and conditions set out in
this Agreement.
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3.2
|
The
licence includes the right to use any Patents (if any) registered and
relating to Licensor's Technology.
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3.3
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WinSonic
shall have no right to assign the licence nor grant any exclusive
sub-licence without prior written approval which includes BPP being
satisfied by a process of Due Diligence, with respect to each proposed
sub-WinSonic licence, that the proposed sub-licences has appropriate
computer systems and capacity to operate the BPS (“the Business Process”)
and all the noted BPP products goods and services in Schedule A,
effectively and in accordance with the terms of the proposed
licence.
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3.4
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Where
the whole or part of the BPS (“the Business Process”) and all the noted
BPP products goods and services in Schedule A, comprises
Confidential Information, WinSonic must not at any time while the licence
exists or during the three years (36months) following the date of
termination for any reason, disclose such Confidential Information to any
person or corporation without first obtaining prior written consent and
WinSonic must take such steps necessary to ensure that any of its servants
or agents do not disclose such Confidential
Information.
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4.1
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The
Territory of this licence is the USA and Canada; meaning that WinSonic may
grant non-exclusive sub-licence to Legal Entitles incorporated or
otherwise deemed by the US IRS to be based within the USA and Canada. For
the avoidance of doubt, a Legal Entity will be accepted for the purposes
of this Agreement to be based in the USA and Canada notwithstanding that
the said entity has subsidiaries or related entitles outside the USA and
Canada.
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Section
5 Consideration for this licence
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5.1
|
In
consideration for the licence granted herein, WinSonic agrees to pay to
BPP the sum of US$200,000 upon execution of this Agreement by the parties,
due and payable forty-five (45) days after the SEC Form 10-KSB filing due
date of 31 March 2008, to be approximately 15 May 2008 from the Use of
Proceeds Funding. This sum covers:
|
|
(a)
|
US$50,000
for the provision of personnel and expertise by the BPP to conduct
training and establishment of the BPS (“the Business Process”) with
respect to the WinSonic’s systems, computer systems and data security
systems to allow WinSonic to successfully sell the BPS (“the Business
Process”) and all the noted BPP products goods and services in Schedule A.
Training on all products will be completed by noted training team in
Schedule B.
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(b)
|
US$150,000
for the rights to the WinSonic to reproduce, use and market the BPS (“the
Business Process”) and all the noted BPP products goods and services in
Schedule A .
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|
Abn
: 78
079 594 479
Publishing
member of apra since 1999
A
: unit
0 / xx.00 xxxxxx xxxxxx
Xxxxxxxx
xxx 0000 xxxxxxxxx
T
: x00 0 0000
0000
F
: x00 0 0000
0000
E
:
xxxxx@xxxxxxx.xxx.xx
W
:
xxx.xxxxxxx.xxx.xx
|
Section
6 Accounting and Payments
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6.1
|
BPP
and WinSonic will maintain a joint bank account operated by two appointed
directors with one from each company. The account will be established at
Citi Bank in the USA.
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6.2
|
Any
and all sales of the BPS (“the Business Process”) and all the noted BPP
products goods and services in Schedule A, will be banked into the joint
bank account and all payments will be managed in accordance with the terms
and conditions of this agreement.
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7.1
|
Prior
to the beginning of every calendar year, WinSonic shall submit to BPP a
written report detailing the current status and expected development of
the markets for BPS (“the Business Process”) and all the noted BPP
products goods and services in Schedule A, as well as a forecast of
revenue for the coming year.
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7.2
|
In
addition to the requirement set out above and once the marketing of the
BPS (“the Business Process”) and all the noted BPP products goods and
services in Schedule A, has commenced, WinSonic shall submit all sales
leads and marketing leads into the approved SALES FORCE xxx.xxxxxxxxxx.xxx
system that BPP operates to track and manage all sales and marketing
activity. Sales and training will be provided by
BPP.
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7.3
|
BPP
will provide 2 licence's | seats for the Sales Force system. This will
allow 2 approved users ONLY to operate and code and load all relevant
sales and marketing information directly to the
system.
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8.1
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If
WinSonic and BPP mutually agreed to variations, improvement or innovation
to the BPS (“the Business Process”) and all the noted BPP products goods
and services in Schedule A, WinSonic must furnish a written request to BPP
specifying the work required whereupon WinSonic will inform BPP of the
costs of such works. Any improvements will be noted and if mutually agreed
to will be conducted by both parties and jointly undertaken with costs
being born on a 50 | 50 basis.
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8.2
|
BPP
may provide specific WinSonic desired technical innovations or BPS
improvements after the Effective Date of this Agreement, providing that
the cost of such work performed at the behest of the WinSonic, shall be at
cost to the WinSonic. Any special or specific WinSonic required changes
will be paid for by WinSonic in advance prior to any work
commencing.
|
Section 9 Ownership of the
BPS and Data therefrom
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9.1
|
WinSonic
shall have no claim with respect to ownership of the BPS (“the Business
Process”) and all the noted BPP products goods and services in Schedule A,
nor any Digital Content provided
hereunder.
|
|
Abn
: 78
079 594 479
Publishing
member of apra since 1999
A
: unit
0 / xx.00 xxxxxx xxxxxx
Xxxxxxxx
xxx 0000 xxxxxxxxx
T
: x00 0 0000
0000
F
: x00 0 0000
0000
E
:
xxxxx@xxxxxxx.xxx.xx
W
:
xxx.xxxxxxx.xxx.xx
|
|
9.2
|
BPP
will be provided upon request, with the then most up-to-date listing of
all customers and/or subscribers to the BPS as operated by WinSonic. This
information will be provided subject to any applicable privacy laws
operating in the Territory. BPP may utilize this data in any way it sees
fit provided such use does not intentionally reveal the identity of
individual customers/subscribers save as required by and permitted by
law.
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Section
10 Representations of BPP and Exclusions Therefrom
|
10.1
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BPP
represents that the BPS (“the Business Process”) and all the noted BPP
products goods and services in Schedule A, to be licenced to WinSonic
pursuant to this Agreement includes the latest and most up-to-date Digital
Content licenced to BPP and available for sale or distribution in the
Territory, as of the Effective
Date.
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10.2
|
BPP
represents that it is free to licence the BPS (“the Business Process”) and
all the noted BPP products goods and services in Schedule A, and does not
have any obligations to third parties which would hinder BPP from granting
and fulfilling its obligations to WinSonic as stipulated in this
Agreement. BPP further represents that the BPS and its parts are not
subject to any legal or administrative proceeding at any court or with any
administrative authority in the Territory. BPP further
represents that it is not aware of any reasons why the BPS (“the Business
Process”) and all the noted BPP products goods and services in Schedule A,
and its parts may not be utilized pursuant to this Agreement by WinSonic
without challenge by, or interference of the rights of, any third
parties.
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10.3
|
With
the exception of the aforementioned representations, and such warranties
as may not be waived by operation of law, BPP does not give any
representations, warranties and guaranties with respect of the BPS (“the
Business Process”) and all the noted BPP products goods and services in
Schedule A , licenced under this
Agreement.
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11.1
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WinSonic
hereby expressly agrees to not disclose, in whole or in part, any
Confidential Information to persons other than to those employees,
representatives or consultants of the WinSonic who have a specific need to
know such Confidential Information in connection with the exploiting of
BPS (“the Business Process”) and all the noted BPP products goods and
services in Schedule A, as licenced under this Agreement. Such employees,
representatives or consultants must be bound in writing to secrecy,
non-disclosure and non-use of all Confidential
Information. WinSonic may also provide Confidential
Information, in whole or in part, to approved sub-WinSonic's and
contractors, but only after express written approval by BPP has been
obtained.
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11.2
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WinSonic
shall immediately notify BPP in writing of any unauthorised disclosure of
the Confidential Information of which the WinSonic become
aware.
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11.3
|
WinSonic
shall not use the BPS (“the Business Process”) and all the noted BPP
products goods and services in Schedule A, wholly nor in part, for other
purposes than those stipulated in this
Agreement.
|
|
Abn
: 78
079 594 479
Publishing
member of apra since 1999
A
: unit
0 / xx.00 xxxxxx xxxxxx
Xxxxxxxx
xxx 0000 xxxxxxxxx
T
: x00 0 0000
0000
F
: x00 0 0000
0000
E
:
xxxxx@xxxxxxx.xxx.xx
W
:
xxx.xxxxxxx.xxx.xx
|
|
11.4
|
Excepted
from the confidentiality obligations under this Agreement is only such
information which WinSonic has proved to BPP as having been
known to WinSonic prior to the signature of this Agreement according to
the aforesaid provisions and which was accepted by BPP in writing as
having been pre-known to WinSonic. If WinSonic after receipt of the
Confidential Information wishes to prove that any part of the information
was known to it prior to the date of signature of this Agreement, WinSonic
shall be required to provide full and unrestricted evidence to BPP by
submitting necessary written documents within 30 days after the receipt of
such information.
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11.5
|
The
aforementioned provisions continue to be in full force and effect after
termination of this Agreement.
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11.6
|
All
Confidential Information supplied by BPP remains the property of BPP and
will not be used by WinSonic in any way which is or is likely to be
prejudicial to BPP. Specifically, WinSonic promises not to contact
directly or indirectly (other than through BPP) any provider of Digital
Content made available to WinSonic
hereunder.
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11.7
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If
this Agreement is terminated, WinSonic shall return all Confidential
Information supplied by BPP as far as they rewritten or embodied in
another way (including copies and transcriptions) free from any lien or
encumbrance.
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11.8
|
WinSonic
shall be fully responsible for disclosure, forwarding and use of
Confidential Information protected under this Agreement by persons called
in by WinSonic for the purpose of exploiting the BPS (“the Business
Process”) and all the noted BPP products goods and services in Schedule A,
if in as far as the disclosure, the forwarding or the Use of BPS (“the
Business Process”) and all the noted BPP products goods and services in
Schedule A, or information to be kept confidential under this Agreement by
such persons violates the terms and conditions of this
Agreement.
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12.1
|
This
Agreement and any rights and obligations hereunder may not be assigned or
transferred, in whole or in part, by WinSonic without express, prior,
written approval of BPP (not to be unreasonably withheld – for example,
for the bona fide purposes of corporate reconstruction by the WinSonic).
Sale of a majority interest in the shares of WinSonic or a change in the
beneficial ownership of greater than 30% of WinSonic’s then issued share
capital will be deemed an unauthorised transfer for the purposes of this
Agreement.
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13.1
|
WinSonic
promises to carry out the following administration
actions:
|
|
(a)
|
take
any necessary steps to comply with the Corporations Law in respect to
registration and lodgment of Annual returns and to operate in a prudent
commercial manner consistent with prevailing accountancy practices in the
Territory;
|
|
(b)
|
It
is a fundamental term of this agreement that WinSonic satisfy the sales
targets in Schedule C.
|
|
Abn
: 78
079 594 479
Publishing
member of apra since 1999
A
: unit
0 / xx.00 xxxxxx xxxxxx
Xxxxxxxx
xxx 0000 xxxxxxxxx
T
: x00 0 0000
0000
F
: x00 0 0000
0000
E
:
xxxxx@xxxxxxx.xxx.xx
W
:
xxx.xxxxxxx.xxx.xx
|
|
13.2
|
WinSonic
promises to use its best efforts to maximise the sales and commercial
returns to itself and to BPP from WinSonic’s commercial operation of
the BPS (“the Business Process”) and all the noted BPP products
goods and services in Schedule A.
|
|
13.3
|
WinSonic
will keep BPP fully appraised of any events, facts or actions of which it
becomes aware which may reasonably be anticipated to affect the operations
of this agreement in a way which could result in a substantial increase of
decrease in the level of business then enjoyed by the WinSonic. For these
purposes “substantial” means 10% or more deviation from then current
business activity in terms of royalties being remitted to BPP for the
previous calendar year.
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14.1
|
The
licence granted by this Agreement is granted for a period of 36 months and
can be extended at any time subject to mutual agreement and or performance
under this agreement as listed in Schedule C. Therefore this Agreement
shall remain in existence for as long as the licence remains in force and
shall commence as of the Effective
Date.
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14.2
|
BPP
may terminate this Agreement by notice as provided for by this Section,
if:
|
|
(a)
|
WinSonic
fails to meet its sales targets as set out in schedule
C.
|
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(b)
|
Any
payment otherwise due pursuant to this Agreement remains outstanding for
60 ( Sixty ) days;
|
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(c)
|
WinSonic
grants, or attempts to grant a sub-licence to a third party without prior,
written approval of BPP;
|
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(d)
|
WinSonic
commits a material breach of any term of this Agreement and such breach
remains un-remedied (if capable of being remedied) within fourteen (14)
days written notice of such breach;
|
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(e)
|
the
inspection of the records of the WinSonic reveals deviations in the amount
of licence Fee payments due to BPP that may or may not have been banked to
a non Joint Signatory bank account operated by BPP and
WinSonic.
|
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(f)
|
WinSonic
violates any obligations with respect to Confidential Information or
attempts to compete with BPP during the Term
hereof;
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(g)
|
WinSonic
takes administrative action to challenge BPP's Intellectual
Property;
|
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(h)
|
WinSonic
ceases to trade or an event of insolvency occurs
including:
|
|
|
(i)
|
appointment
of a "controller" as defined in Section 9 of the Corporations Law,
manager, trustee, administrator, or similar
Officer;
|
|
Abn
: 78
079 594 479
Publishing
member of apra since 1999
A
: unit
0 / xx.00 xxxxxx xxxxxx
Xxxxxxxx
xxx 0000 xxxxxxxxx
T
: x00 0 0000
0000
F
: x00 0 0000
0000
E
:
xxxxx@xxxxxxx.xxx.xx
W
:
xxx.xxxxxxx.xxx.xx
|
|
|
(ii)
|
A
liquidator or provisional liquidator is appointed in respect to
WinSonic;
|
|
|
(iii)
|
Any
event or conduct occurs would enable a court to grant a petition or order
for the liquidation of WinSonic;
|
|
|
(iv)
|
any
writ of execution, garnishee order, Mareva injunction or similar order,
attachment, distress or other process is made, levied or issued against or
in relation to WinSonic.
|
|
14.3
|
Notice
of termination must be given in writing by registered mail, addressed to
the last known address of the party to whom it is sent. Termination shall
be effective twenty-one (21) days after
posting.
|
|
17.
|
In
the event that the Agreement is terminated as provided in this
Agreement:
|
|
(a)
|
WinSonic
must within sixty (60) days thereafter return all confidential
information, including any such materials which have been provided to
employees, representatives or consultants, to
BPP;
|
|
(b)
|
any
termination of this agreement as aforesaid shall not relieve any party of
any obligations and liabilities accrued prior to the date of
termination.
|
|
18.1
|
BPP
is not obliged to restrain any actual or threatened infringement of any
aspect of the BPS (“the Business Process”) and all the noted BPP products
goods and services in Schedule A, by any person in the Territory but may
authorise WinSonic at WinSonic's cost to take such
action.
|
|
18.2
|
If
a third party threatens or commences legal proceedings against WinSonic
(or against any customer) on the ground of the BPS (“the Business
Process”) and all the noted BPP products goods and services in Schedule A,
or Digital Content therein may infringe any intellectual property right of
the third party, then WinSonic must advise BPP in writing of the details
of the threat of the legal
proceedings.
|
|
18.3
|
If
proceedings are threatened or
commenced as described above, BPP, who WinSonic acknowledges is not
obliged to resist such third party claim of take any action in response to
such claim, shall:
|
|
(a)
|
Permit
WinSonic to conduct or direct any resulting negotiations or legal
proceedings at it's own costs;
|
|
(b)
|
Provide
such assistance to WinSonic as WinSonic reasonably requires in connection
with the conduct of those negotiations or that litigation. If WinSonic
demands any assistance, the cost and expenditures of BPP shall be borne by
WinSonic.
|
|
18.4
|
BPP
may join any infringement proceeding against WinSonic or its customers at
its own cost.
|
|
Abn
: 78
079 594 479
Publishing
member of apra since 1999
A
: unit
0 / xx.00 xxxxxx xxxxxx
Xxxxxxxx
xxx 0000 xxxxxxxxx
T
: x00 0 0000
0000
F
: x00 0 0000
0000
E
:
xxxxx@xxxxxxx.xxx.xx
W
:
xxx.xxxxxxx.xxx.xx
|
Section
19 Indemnification
|
19.1
|
WinSonic
indemnifies and keeps indemnified BPP against any actions, proceedings,
claims, demands, costs or expenses arising out of or in connection with
any negligence of fault of the WinSonic or misrepresentation or breach of
any of the terms or conditions or warranties of the Agreement by
WinSonic.
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Section
20 Notice and Communication
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19.1
|
All
notices, requests or other communications required or permitted under this
Agreement must be in writing, and will be deemed given when mailed by
registered mail with return receipt, sent by courier service or sent by
fax, as follows:
|
|
|
(a)
If to BPP: addressed to:
|
Blue Pie
Productions Pty Ltd
A.B.N 78
079 594 479
Xxxx 0 Xx
00 Xxxxxx Xxxxxx
Xxxxxxxx
XXX 0000
e: xxxxx@xxxxxxx.xxx.xx
p: (000)
0000 0000
f: (000)
0000 0000
w: xxx.xxxxxxx.xxx.xx
|
|
(b)
If to the WinSonic: addressed to:
|
WinSonic
Digital Media Group, Ltd (Here after referred to as “WinSonic”)
WinSonic
Digital Cable Systems Network, Ltd.
000
Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx,
Xx. 00000
XXX
e: xxxxxxx@XxxXxxxx.xxx
p: (0011
+1) 000-000-0000
f: (0011
+1) 000-000-0000
w: xxx.XxxXxxxx.xxx
or to
such other address or fax number as may be communicated in writing by registered
mail to the other party in accordance with this clause.
|
Abn
: 78
079 594 479
Publishing
member of apra since 1999
A
: unit
0 / xx.00 xxxxxx xxxxxx
Xxxxxxxx
xxx 0000 xxxxxxxxx
T
: x00 0 0000
0000
F
: x00 0 0000
0000
E
:
xxxxx@xxxxxxx.xxx.xx
W
:
xxx.xxxxxxx.xxx.xx
|
Section
21 Taxes and Duties
|
21.
|
Any
payment provided for by this Agreement shall be made free and clear of all
Taxes and Duties imposed by the Australian, US and Canadian Governments or
political subdivision thereof. In the event that any such Taxes or Duties
are paid by Licensor, WinSonic agrees to reimburse BPP for any such
amounts actually paid such that the amount received by BPP, net of such
Taxes and Duties, shall be equal to whatever BPP is entitled to receive
under this Agreement without regard to the payment of any Taxes and
Duties.
|
|
22.
|
All
payments due to BPP pursuant to the terms and conditions of this
Agreement, shall be made in US Dollars and shall be made by wire transfer
of good funds to such financial institution as BPP shall from time to time
select. To the extent that amounts must be converted into US Dollars for
purposes of satisfying the conditions of this Agreement, any required
conversion shall be done based upon the applicable, average exchange rate
as published in the Wall Street Journal f or the calendar month preceding
the month of payment.
|
|
23.
|
This
Agreement, except in the case of arbitration as provided for herein, is
subject to the laws of Australia, The USA, Canada and the state xx Xxxxxxx
XXX 00000 Any disputes arising out of it shall be determined in accordance
with the laws of the noted country where applicable. All amendments to
this Agreement, including, but not limited, a change of this clause
itself, must be made in writing and with express reference to this
Agreement.
|
|
24.
|
All
disputes arising out of or in connection with this Agreement, including
any question regarding its existence or any breach or alleged breach
thereof, shall be resolved by arbitration under the rules then in effect
of the International Chamber of Commerce, Paris France. The situs of the
arbitration shall be as agreed by the Parties, or failing an agreement, in
Paris, France. The decision of the arbitrators shall be final and binding
on both Parties. The Arbitration Act 1940 shall not be applicable. The
arbitration shall be conducted in English
language.
|
|
25.
|
If
any of the provisions of this Agreement be or be held invalid, ineffective
or unenforceable, all other provisions hereof shall remain in full force
and effect. The invalid, ineffective or unenforceable provision shall be
deemed to be automatically amended and replaced without the necessity of
further action by the parties hereto by such form, substance, time, matter
and jurisdiction as shall be valid, effective and enforceable and as shall
accomplish as far as possible the purpose and intent of the invalid,
ineffective or unenforceable provision. The aforesaid shall apply mutatis
mutandis for any situation not contemplated and covered by this
Agreement.
|
|
26.
|
Nothing
in this Agreement is intended or will be construed to give any legal or
equitable right, remedy or claim under or in respect of this Agreement, or
any provision contained herein to any person other than the Parties
hereto.
|
|
27.
|
It
is the intention of the Parties that this Agreement and the provisions
hereof are for the sole and exclusive benefit of the Parties or their
permitted successors or assigns and for the benefit of no other
person.
|
|
Abn
: 78
079 594 479
Publishing
member of apra since 1999
A
: unit
0 / xx.00 xxxxxx xxxxxx
Xxxxxxxx
xxx 0000 xxxxxxxxx
T
: x00 0 0000
0000
F
: x00 0 0000
0000
E
:
xxxxx@xxxxxxx.xxx.xx
W
:
xxx.xxxxxxx.xxx.xx
|
|
28.
|
This
Agreement shall be executed in several counterparts, each of which when
executed by parties and delivered to the respective other party shall be
an original, but all of which together shall constitute a single
instrument.
|
|
29.
|
This
Agreement including the exhibits hereto, constitute the entire Agreement
of the parties with respect to the subject matter hereof and supersedes
all negotiations, prior discussions and prior Agreements and
understandings related to such subject
matter.
|
SIGNED as
an agreement,
/s/ Xxxxxx
Xxxxxx
Xxxxxx
Xxxxxx
CEO
Blue Pie
Productions
xxx.xxxxxxx.xxx.xx
/s/ Xxxxxxx X.
Xxxxxxx
Xxxxxxx
X. Xxxxxxx
Chairman
and Founder
WinSonic
Digital Media Group, Ltd
WinSonic
Digital Cable Systems Network, Ltd.
xxx.XxxXxxxx.xxx