Exhibit 10.1 License Agreement with Omni Media Distribution
LICENSE AGREEMENT
This LICENSE AGREEMENT ("Agreement") is made this 25 day of October, 2004 by and
between American IDC Corp., a Florida corporation (the "Company") and Omni Media
Distribution, Inc., a Nevada corporation ("Omni").
Recitals:
WHEREAS, the Company is a publicly traded corporation engaged in the business of
developing online interactive communities, such as ecommerce sites and portals,
for its own businesses, as well as custom software and web site solutions; and
WHEREAS, Omni acquires independent feature films, TV series, documentaries,
short films, animations and family programming from numerous world wide sources.
Content may be digitally prepared for unlimited usage on the Internet and other
broadband delivery methods, as well as television broadcast; and
WHEREAS, Omni ("Licensor") desires to grant a license to its content library, as
further specified on Exhibit A (the "Licensed Assets") to the Company
("Licensee"), thereby transferring all of Licensor's rights to manufacture,
distribute or otherwise utilize the Licensed Assets.
NOW, THEREFORE, in consideration of the following premises and the mutual
covenants herein contained, and for good and other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. GRANT
1.1 GRANT OF LICENSE. Subject to the terms of this Agreement, Licensor hereby
grants to Licensee and its affiliates a non-exclusive license to manufacture,
use, lease, distribute and/or sell the Licensed Assets to internet sites
worldwide.
1.2 RIGHT TO GRANT SUB-LICENSES. Licensor grants Licensee the right to grant
sublicenses to third parties under the license granted hereunder, provided the
Licensee abides by the terms of this Agreement.
2. PAYMENT.
2.1 PAYMENT FOR LICENSE. In consideration of the rights and licenses granted to
Licensee herein, Licensee shall pay to Licensor or its designee(s) Three Million
(3,000,000) shares of restricted common stock of the Company, provided that all
terms of this Agreement that are to be completed concurrently with the execution
of this Agreement must have been fulfilled by Licensor and Licensee.
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2.2 ROYALTY. There shall be a royalty paid to the Licensor of forty-nine percent
(49%) of the net revenue derived from the use of the licensed assets and the
difference (51%) being retained by the Licensee. Such royalty shall be paid on a
quarterly basis or as otherwise agreed between the parties.
2.3 RESTRICTED SECURITIES. The stock to be issued to Licensor under this
Agreement will be restricted under Section 144 of the Securities Act of 1933
("Restricted Securities"). Licensor understands that as Restricted Securities
under the federal securities laws, the shares are not being issued under a
public offering and that under such laws and applicable regulations, such
securities may not be resold without registration under the Securities Act of
1933, except in certain limited circumstances. Licensor represents that it is
familiar with Restricted Securities and understands the resale limitations
imposed thereby and by the Act. It is understood that the certificates
evidencing the stock may bear the following legends: 1) The securities evidenced
by this certificate have not been registered under the Securities Act of 1933,
as amended (the "Act"), or the securities laws of any state of the United States
("State Acts"). The securities evidenced by this certificate may not be offered,
sold or transferred for value, directly or indirectly, in the absence of such
registration under the Act and qualification under applicable State Acts, or
pursuant to an exemption from registration under the Act and/or qualification
under applicable State Acts, the availability of which is to be established to
the reasonable satisfaction of the Licensor.
3. TERM. The term of this Agreement shall be five (5) years and renewable by
mutual agreement.
4. EXCLUSIVITY. During the term of this Agreement, Licensee shall have the
"non-exclusive" use of the Licensed Assets for the internet.
5. PROTECTION OF INTELLECTUAL PROPERTY.
5.1. ACKNOWLEDGMENTS AND AGREEMENTS OF LICENSEE. As a material inducement to
enter into this Agreement, and as a material part of the consideration
hereunder, the parties hereby acknowledge and agree that:
(i) (a) Licensor has the right to license the Licensed Assets,
and (b) Licensee is acquiring hereby only the right to use the
Licensed Assets for the purpose stated in and pursuant to the
terms and conditions of the Agreement.
(ii) (a) Great value is placed on the Licensed Assets, and the
goodwill associated therewith, (b) the Licensed Assets and all
rights therein and goodwill pertaining thereto belong
exclusively to and (c) all authorized use of the Licensed
Assets by Licensee shall inure to the benefit of Licensor.
(iii) The conditions, terms, restrictions, covenants and
limitations of this Agreement are necessary, equitable,
reasonable and essential to assure the consuming public that
all goods and services sold under the Licensed Assets are of
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the same consistently high quality as sold by Licensor and by
others who are licensed to design, manufacture and/or sell any
products by, under or with the Licensed Assets, if any.
5.2 PROTECTION OF RIGHTS.
(i) RESTRICTION ON USE. Licensee shall not use or permit the
use of the Licensed Assets for any purpose or use other than
the uses licensed under this Agreement.
(ii) GENERAL. Licensee shall cooperate fully and in good faith
with Licensor for the purpose of securing and preserving
Licensor's (or any grantee of Licensor's) rights in and to the
Licensed Assets.
6. DEFAULTS AND REMEDIES.
6.1 DEFAULTS BY LICENSEE. The occurrence of any one or more of the following
shall constitute a default by Licensee under this Agreement:
(i) Licensee shall fail to make payment for the Licensed
Assets and such failure continues for more than thirty (30)
days after written notice thereof, unless such failure cannot
be cured within such thirty (30) day period and Licensee shall
have commenced to cure the failure and proceeds diligently
thereafter to cure such failure.
(ii) Licensee uses the Licensed Assets in any manner likely to
endanger the validity of the Licensed Assets or to damage or
impair the reputation or value of the Licensed Assets, and
such action continues for more than thirty (30) days after
written notice thereof, unless the action cannot be cured
within such thirty (30) day period and Licensee shall have
commenced to cure the action and proceeds diligently
thereafter to cure such action.
(iii) The failure of Licensee to perform any of its other
material obligations under this Agreement and such failure
continues for more than thirty (30) days after written notice
thereof, unless the failure cannot be cured within such thirty
(30) day period and Licensee shall have commenced to cure the
failure and proceeds diligently thereafter to cure such
failure.
6.2. DEFAULT BY LICENSOR. If Licensor fails to perform any of its material
obligations under this Agreement and such failure continues for more than thirty
(30) days after the written notice thereof, such failure shall constitute a
failure by Licensor under this Agreement, unless the failure cannot be cured
within such thirty (30) day-period and Licensor shall have commenced to cure
such failure and proceeds diligently thereafter to cure such failure.
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6.3. REMEDIES.
(i) If Licensee has not cured any such breach or
non-performance in accordance with Section 6.1 above, in
addition to all other rights and remedies available to
Licensor, whether pursuant to the terms of this Agreement at
law in equity or otherwise, Licensor shall have the right to
terminate this Agreement without further notice to Licensee.
(ii) If Licensor has not cured any such breach or
non-performance in accordance with Section 6.2 above, in
addition to all of the other rights and remedies available to
Licensee, whether pursuant to the terms of this Agreement at
law, in equity or otherwise, Licensee shall have the right to
terminate this Agreement without further notice to Licensor.
6.4. EFFECT OF EXPIRATION OR TERMINATION. Except as specifically provided herein
to the contrary, upon expiration or termination of this Agreement, the rights
and licenses granted herein shall terminate and Licensee shall have no further
right to use the Licensed Assets. Upon the request of Licensor, Licensee shall
immediately execute without further consideration such assignments and other
instruments which may be required to be recorded to effect the termination of
the licenses and rights granted herein (and the assignments of Licensee's rights
to Licensor).
7. WARRANTIES.
7.1. LICENSOR'S WARRANTIES. Licensor warrants and represents that Licensor (i)
is free to enter into this Agreement, (ii) has the full power, right and
authority to make the grant of rights to Licensee as provided hereunder and that
the exercise by Licensee of such rights, as authorized hereunder, shall not
violate the rights of any third party, and (iii) is not subject to any
obligation which will or might hinder or prevent the full completion and
performance by Licensor of any of the covenants and the conditions to be kept
and performed by Licensor hereunder. Licensee acknowledges that certain
properties cannot be put on the internet without "Flash" or other protective
software in order to prevent free downloads.
7.2. LICENSEE'S WARRANTIES. Licensee hereby represents and warrants that
Licensee (i) is free to enter into this Agreement, (ii) is not subject to any
obligation which will or might hinder or prevent the full completion and
performance by Licensee of any of the covenants and conditions to be kept and
performed by Licensee hereunder, and (iii) will ensure that all uses of the
Licensed Assets comply with the terms of this Agreement.
8. MISCELLANEOUS.
8.1 CONSULTING AGREEMENTS. Xxxxxxx Xxxxxx and Xxxxx Xxxxxx, principals of
Licensor, shall enter into consulting agreements with Licensee, whereby Xx.
Xxxxxx and Xx. Xxxxxx will provide consulting services necessary to for the
Licensee's use of the Licensed Assets in exchange for $2,000 per month, payable
in cash or registered common stock.
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8.2 OPTION TO PURCHASE THE LICENSED ASSETS. In consideration for entering into
this Agreement, Licensor agree to grant Licensee an exclusive two-year option to
purchase the Licensed Assets for One Million Dollars ($1,000,000) payable in
cash or common stock, as determined by the parties.
9. GENERAL PROVISIONS.
9.1. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement between
the Parties with respect to the subject matter hereof, and all prior
negotiations, discussions, commitments and/or understandings relating thereto,
if any, are merged herein. This Agreement shall supersede any and all other
agreements between the Parties and may be modified only by a written agreement
signed by duly authorized of each of the Parties. No representations, oral or
otherwise expressed or implied, other than those specifically contained in this
Agreement have been made by any party hereto. No other agreements not referred
to or specifically contained herein, oral or otherwise, shall be deemed to exist
or to bind any of the Parties hereto.
9.2. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
inure to the benefit of the successors and permitted assigns of the Parties.
9.3. CHOICE OF LAW. The validity, construction and enforcement of this Agreement
shall be governed by the laws of the State of California without regard to its
choice of law principles.
9.4. DISPUTE RESOLUTION. Any claim or controversy arising out of or relating to
this Agreement, or any breach thereof wherein only damages are sought, be
brought in federal or state court in the State of California, County of Los
Angeles.
9.5. NO WAIVER. No waiver by either party, whether express or implied, of any
provision of this Agreement or of any breach or default of any party, shall
constitute a continuing waiver of such provision or any other provisions of this
Agreement, and no such waiver by any party shall prevent such party from acting
upon the same or any subsequent breach or default of the other party of the same
or any other provision of this Agreement.
9.6. DISCLAIMER OF AGENCY. Nothing in this Agreement shall create a partnership
or joint venture or establish the relationship of principal and agent or any
other relationship of a similar nature between the parties hereto, and neither
Licensee nor Licensor shall have the power to obligate or bind the other in any
manner whatsoever.
9.7. CONSTRUCTION. This Agreement shall be interpreted to provide Licensor with
the maximum control of the Licensed Assets and the use thereof.
9.8. LICENSOR APPROVALS. Any approval required from Licensor under this
Agreement shall be effective and binding against Licensor only if it is in
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writing. Any approval required hereunder must be obtained by Licensee prior to
Licensee taking any action which requires such approval.
9.9. COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
9.10. AUTHORITY. Each individual signing on behalf of a party hereto represents
and warrants that he or she is authorized to execute this Agreement on behalf of
such party. Each party has obtain the necessary approvals to enter into this
agreement.
9.11. TERMINATION ON INSOLVENCY OF LICENSEE. Licensor may terminate this
Agreement if a petition for relief under applicable bankruptcy law is filed by
or against Licensee, and is not dismissed within sixty (60) days of such filing,
if Licensee makes any assignment for the benefit of its creditors, or if a
receiver is appointed for Licensee for all or substantially are of its business
interests. The license and rights granted hereunder are personal to Licensee. No
assignee for the benefit of creditors, receiver, debtor in possession, trustee
in bankruptcy, sheriff or any other officer of court charged with taking over
custody of Licensee's assets or business shall have any right to continue
performance to exploit or in any way use the Licensed Assets if this Agreement
is terminated, except as may be required by law.
9.12. TERMINATION ON INSOLVENCY OF LICENSOR. Licensee may terminate this
Agreement, if a petition for relief under applicable bankruptcy law is filed by
or against Licensor, and is not dismissed within sixty (60) days of such filing,
if Licensor makes any assignment for the benefit of its creditors, or if a
receiver is appointed for Licensor for all or substantially all of its business
interests. In the event of such termination, Licensee shall have the right to
continue thereafter to import and/or sell any and all Licensed Assets which
Licensee has purchased, produced or committed to purchase prior to the date of
termination.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date set
forth above.
The "Company" and "Licensee"
American IDC Corp.
By: /S/ XXXXXX X. XXX
-------------------------
Name: Xxxxxx X. Xxx
Title: CEO
The "Licensor"
Omni Media Distribution, Inc.
By: /S/ XXXXX XXXXXX
-------------------------
Name: Xxxxx Xxxxxx
Title: President
By: /S/ XXXXXXX XXXXXX
-------------------------
Name: Xxxxxxx Xxxxxx
Title: Secretary
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Exhibit A
LICENSED ASSETS
Omni Media Distribution Content Catalogue as produced to American IDC Corp. in
connection with this agreement and incorporated be reference herein.
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