Exhibit 10.4
Agreement between Xxxx X. Inc. and the Company regarding
the assumption of the Company's debt to MG Studios
ROYALTY AGREEMENT
AGREEMENT made this 1st. day of August, 2007 by and between Raven
Moon Entertainment, Inc. ("Raven Moon"), with principle offices at
0000 Xxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxx, XX 00000 and Xxxx D Inc.,
("GDI"), with principle offices at 0000 Xxxxxxx Xxxxx, Xxxx Xxxx, XX
00000.
WHEREAS GDI, desires to assume the debt owed by Raven Moon
Entertainment, Inc. to M.G. Studios, and:
WHEREAS Raven Moon Entertainment Inc. is the holder of certain rights
in and to the children's television programs entitled "Xxxx D's Kids
Club" and "Sing Along With Xxxx" (the "Programs"), and desires to
compensate GDI with royalties and fees received from its exploitation
of the Program.
NOW THEREFORE the Parties hereto agree as follows.
CONSIDERATION: In consideration of GDI's assumption without recourse
of Three Million Two Hundred Thousand Dollars ($3,200,000) debt owed
MG Studios by Raven Moon and services rendered by GDI in forty four
(44) half hour episodes of the Programs and any future episodes of
the Programs, Raven Moon shall pay to GDI a Ten Percent (10%) royalty
payment of all future GROSS revenues derived from Raven Moon's
exploitation of the Programs including, but not limited to, any and
all Programs related product sales, licensing fees, derivative
products, movies and characters derived from the Programs, Programs
DVD's, Music CDs, royalties paid Raven Moon for its exploitation of
the Programs, music and derivatives, toys games, clothing, internet
sales, websites, premiums not in existence or to be created in the
future from the Programs throughout the world during the Term of
this Agreement.
TERM: The term of this Agreement shall be ten (10) years from the
date of this Agreement and shall expire on July 31, 2017.
PAYMENT AND ACCOUNTING: Payment to GDI shall be made quarterly on
or before the 15th of each month in which a payment is due and shall
be accompanied by an appropriate Statement of Account. For purposes
of this Agreement, August 1, 2007 shall be the date of the first
royalty payment, if any. If the balance due GDI for any quarterly
royalty period is less than One Hundred Dollars ($100), Raven Moon
will make no accounting payment until the next royalty period at the
end of which the cumulative balance has reached at least One Hundred
Dollars ($100).
LIMITATION OF RIGHTS: The rights of GDI its successors or assigns
under the terms of this Agreement are strictly limited to those
expressly set forth in this Agreement. Nothing herein shall be
deemed to grant any rights to intellectual property owned by Raven
Moon or any right to compensation from Raven Moon other than that
outlined in Paragraph 1 of this Agreement.
NO GUARANTEE: Raven Moon makes no guarantee that royalties from the
Program will be realized in the future and GDI hereby expressly
acknowledges such risk.
ASSIGNMENT: GDI may assign all or a portion of its rights and
royalties under this Agreement with prior written consent of Raven
Moon.
MODIFICATION: This Agreement shall not be subject to change or
modification in whole or in part, except by a written instrument
signed by the party against whom enforcement is sought.
JURISDICTION: This Agreement shall be construed and interpreted
according to the laws of the State of Florida. Any legal action,
suit or proceeding arising out of or relating to this Agreement or
breach thereof shall be instituted in a court of competent
jurisdiction in Seminole County in the State of Florida and each
party hereby consents and submits to the personal jurisdiction of
such court, waives any objection to venue in such court and consents
to service of process by first class mail at the last know address
of the Party.
