EXHIBIT 10.20
24 May 2002
Xxxx Xxxxx
Producer
Raven Moon Home Video Products, LLC
000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
XXX
Dear Xxxx:
The terms and conditions of this agreement ("Agreement") between Seahorse
Worldwide, 000 Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0, ("Representative") and
the undersigned Raven Moon Home Video Products, LLC, 000 Xxxxxxxxxxxxx Xxxxxxx,
Xxxxx 000, Xxxxxxxx, XX 00000 XXX, are as follows:
1. Appointment/Term: Subject to full compliance the Representative with all of
the provisions hereof, Raven Moon Home Video Products, LLC hereby appoints
Representative to act as its non_exclusive representative and agent for the
licensing, distribution of the television programs listed on Schedule A hereto
("Programs") only in the territories listed in Schedule A ("Territory") for a
term of six (6) months commencing on 1 June 2002 and terminating on 30 November
2002.
2. Services: Representative shall use its best efforts, consistent with the
highest standards in the television distribution industry, to solicit and
negotiate pre-sales, sales and license for the telecasting and exhibition, by
means of free TV, cable, satellite and video media, subject to availability of
each of the Programs as defined in Schedule A, of the program only in the
Territory during the Term. Representative shall not enter into any negotiations
for licensing or exhibition of the Programs outside the Territory.
3. Expenses: Representative is an independent business which agrees to incur
such sales, transport and other expenses as may be customary in the television
distribution business in order to maximize its sales to Licensees. All expenses
incurred by the Representative shall be for its own account, and Raven Moon
shall not be obligated to reimburse or incur any such expense. The payment of
commission referred to above is the only financial obligation of Raven Moon Home
Video Products, LLC to the representative.
4. Commissions: Seahorse Worldwide shall be entitled to a commission of twenty
percent (20%) of gross sales excepting where withholding tax is applied, the
commission shall be on the net sale.
5. Sales Materials: Raven Moon Home Video Products, LLC shall provide
Representative with 10 brochures/flyers or a matter for duplicating and 5 VHS
NTSC preview cassettes of the Programs. Raven Moon Home video Products, LLC
shall also supply BSP NTSC or PAL to all broadcast clients. All materials shall
remain the property of Raven Moon Home Video Products, LLC. At the end of the
Term or earlier termination of this agreement, Representative shall, at their
expense, return all such materials to Raven Moon Home Video Products, LLC.
5. Reports: Representative shall furnish to Raven Moon Home Video Products, LLC
monthly e-mail reports regarding names of prospective buyers and details of
Programs offered during the preceding months and any other information pertinent
to the sales of Programs throughout the territory.
6. Termination: Each party shall have the right to terminate this Agreement on
sixty days written notice without cause.
7. Additional Acts/Document: Each of the parties shall make all reasonable good
faith effort to carry the intent of this Agreement into full force and effect;
and each party shall sign and deliver to the other, such documents as may be
reasonably requested to vest, confirm and enforce it rights hereunder.
If the Licensor agrees that the above provisions accurately and completely
represent the agreement of the parties, please sign and date two copies of this
letter and return the copies to Seahorse Worldwide for countersignature, and
thereby constitute this letter the binding agreement of the parties.
Your sincerely,
Seahorse worldwide ("Representative") Raven Moon Home Video Products, LLC
/s/ Xxxxxxxx Xxxxxxxx /s/ Xxxx XxXxxxxxxxx
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Xxxxxxxx Xxxxxxxx Xxxx XxXxxxxxxxx
Vice President Sales & Distribution Executive Producer
17 June 2002 6/10/02
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Date Date
SCHEDULE A
1. THE PROGRAM
