HOST AGREEMENT
HOST AGREEMENT, dated as of March 1, 2000 (as from time to
time amended and in effect, this "Agreement"), by and between PTN MEDIA INC., a
Delaware corporation ( "Company"), and XXXXXXXX XXXXX XXXXX INC., a Delaware
corporation ("DTJBI").
WHEREAS, Xxxxxxxx Xxxxx Xxxxx Inc. has the exclusive right
to provide the talent services of Xxxxx Xxxxx ("Xxxxx") in connection with the
radio industry; and
WHEREAS, the Company desires to enter into this Agreement with
DTJBI in order to retain the services of Xxxxx to host the Program (as such term
is hereinafter defined) on behalf of the Company, upon the terms and provisions,
and subject to the conditions, set forth in this Agreement, and
WHEREAS, DTJBI desires to accept the offer of the Company to
provide the services of XXXXX as the host of the Program for the Company, upon
such terms and provisions, and subject to such conditions.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and promises of the parties contained herein, the parties
intending to be legally bound, hereby agree as follows:
ARTICLE 1
HOST SERVICES
1.1 Services of Xxxxx.
(a) The Company hereby retains DTJBI to provide the talent
services of Xxxxx to serve as the host of the Program and DTJBI hereby agrees
that during the Term (as hereinafter defined) it shall provide the talent
services of Xxxxx to host the Program on behalf of the Company all upon the
terms and provisions set forth in this Agreement.
(b) During the Term, DTJBI shall cause Xxxxx to host
individually or with one other host a radio program having the format of a
weekly long-form feature, of approximately two hours in length. The name of the
Program is to be determined. The Program will be live and distributed via
satellite or such other medium as is determined by the Company. The program will
air every Saturday from 5:00 pm to 7:00 pm pacific standard time.
(c) The Company shall have final authority as to all
production and programming decisions for the Program and related matters.
(d) As part of the talent services of Xxxxx in respect of the
Program, at the request of the Company, DTJBI shall cause Xxxxx to record a
reasonable number of customized liners for affiliates of the Program, commercial
voice-overs and such other similar customary promotional announcements solely to
promote the program as may be reasonably requested by the Company subject to
Pargraph 1.3, and subject to artist's reasonable approval.
(e) DTJBI for itself, and on behalf of Xxxxx, hereby
acknowledges and agrees that the Program is being produced by the Company and
the Company shall be the owner of the Program, including, without limitation,
the copyright, trademark, tradename and all other intellectual
-1-
property relating to and associated with the Program. The Company shall have the
sole right to distribute and syndicate the Program for radio and Internet
broadcast in the worldwide.
1.2 Place of Performance. The Program shall be broadcast from a
mutually acceptable studio location within thirty (30) miles of the City of Los
Angeles, California.
1.3 Time Devoted to Employment. DTJBI shall cause Xxxxx to devote such
portion of Xxxxx'x business time as may be necessary for Xxxxx to properly
provide first-class talent services to the Company hereunder. A show will
consist of a four (4) hour day beginning with Xxxxx'x arrival at the recording
studio at 4:00 pm on Saturday, subject to advance notice and artist's
availability. Subject to the foregoing and to Section 7.2 hereof, nothing herein
shall preclude Xxxxx from engaging in various other business and non-business
activities of her choosing. The approximate start date is on or before May 15,
2000.
1.4 Name and Likeness. During the Term of this Agreement DTJBI shall
cause Xxxxx to grant to the Company the exclusive right to use, license and
exploit (commercially or otherwise and in all media) Xxxxx'x name, voice and
approved sobriquet, and her approved biography, approved picture, approved
portrait, approved caricature and approved likeness for information purposes
solely in connection with advertising and promoting the Program and/or the
programing engaged in by the Company or any of its affiliates, without any
compensation being payable to DTJBI. The rights granted pursuant to this Section
1.4 shall not, without DTJBI's prior written consent, include the use of Xxxxx'x
name, voice or likeness for general commercial purposes, such as the advertising
or promotion of any product or service by way of endorsement or otherwise.
1.5 Promotional Activities. DTJBI shall cause Xxxxx to attend one (1)
radio convention that may include meetings with sponsors at the convention on
the day of Xxxxx'x appearance of the Program in Los Angeles in either June, July
or August 2000. Compensation for any other promotional engagements and travel
expenses in the twelve (12) month period during the Term, as the Company may
reasonably request, will be subject to good faith negoitations. No other travel
on behalf of the Company will be required by DTJBI under this agreement.
1.6 Union Obligations. During the Term of this Agreement, if required
by applicable law, DTJBI shall cause Xxxxx to be responsible for maintaining her
status as a member in good standing of all labor unions (AFTRA) and guilds for
which membership may be required in connection with the performance of her
services and duties hereunder (including, without limitation, the payment of all
dues and other amounts).
1.7 Public Morals. DTJBI shall cause Xxxxx to at all times perform her
host and talent services with due regard to public morals and conventions. If at
any time Xxxxx is convicted of a felony under applicable law, or shall bring
Xxxxx into substantial and widespread public dispute, contempt, scandal or
ridicule which in the reasonable judgment of the Company will have a material
adverse effect on the distribution of the Program or the sale of advertising
time in the Program, DTJBI shall immediately notify the Company thereof and the
Company shall have the right, upon five (5) business days written notice to
DTJBI, to terminate this Agreement. Company agrees to immediately pay all earned
but unpaid compensation in the event of a termination for morals.
1.8 FCC Rules. DTJBI understands that it is a violation of Federal law
to accept or agree to accept anything of value, other than DTJBI's compensation
as provided for herein, for promoting any product, service or venture in or
associated with the Program. Accordingly, DTJBI agrees for the benefit of the
Company, that neither DTJBI nor Xxxxx shall violate any laws, rules or
regulations from time to time proscribed by or under the regulation of the
Federal Communications Commission, and if approached or otherwise contacted by a
third party to violate any such laws, rules or regulations, DTJBI or Xxxxx, as
the case may be, shall promptly notify the Company's of any such occurrence.
-2-
ARTICLE 2
OBLIGATIONS OF PTN MEDIA
2.1 Production of the Program.
(a) The Company shall be responsible for producing the Program
and paying for all costs and expenses incurred in connection with the production
of the Program, other than providing the host services of Xxxxx. The Program
shall be of a first-class quality consistent with the quality of the other
programming produced by the Company.
(b) In furtherance of the Company's obligations with respect
to the production of the Program by the Company, the Company shall provide a
studio for the recording of the Program at a mutually acceptable location.
2.2 Distribution. The Company shall be responsible for the cost of
distributing the Program on compact disc, or another medium, to affiliate radio
stations on a daily basis.
2.3 Affiliate Relations. The Company shall be responsible for, and
shall use its best efforts, consistent with industry practices, in connection
with providing affiliate relations services for the Program including, entering
into affiliation agreements with radio stations for such radio stations to carry
the Program, maintaining ongoing contact and communication with affiliates of
the Program, furnishing affiliates with affidavits of performance relating to
Advertisements (as such term is hereinafter defined) and collecting such
affidavits of performance from affiliates.
2.4 Sales.
(a) The Company shall be responsible for, and shall use its
best efforts, consistent with industry practices, in connection with the sale of
all national advertising time to be inserted during the broadcast of the Program
(the "Advertisements"), and no other person or entity shall have any right to
sell. In furtherance of the sales services to be performed by the Company
hereunder, the Company shall, during the Term of this Agreement, (i) engage in
customary sales promotion activities relating to the Program in order to
facilitate the sale of the Advertisements; and (ii) negotiate and enter into
agreements with, and pay commissions to, all advertising agencies with respect
to the sale of the Advertisements.
2.5 Indemnity. PTN agrees to include DTJBI Inc. and Xxxxx Xxxxx as
additional insured on its errors and omissions and general
liability insurance policy and require that the insurer not
terminate or materially modify such policy without written
notice to DTJBI at least thirty (30) days in advance thereof.
Company agrees to protect, indemnify, and hold harmless DTJBI
and Xxxxx Xxxxx from and against any and all expenses,
damages,claims, suits, actions, and costs arising out of, or
in any way connected with, any claim or action without
limitation related to Company's programming,
advertising/promotion thereof, with DTJBI, any infringement of
trademarks, rights, copyrights, personal or proprietary rights
of any third party
-3-
ARTICLE 3
TERM; GENERAL
3.1 Term of Employment. The period of the engagement of DTJBI by the
Company hereunder shall commence as of the date hereof, and, subject to earlier
termination, in accordance with Article 5 hereof, shall end on the date that is
one (1) year from the date of the first performance of Artist. first airing of
the Program (the "Initial Term").
3.2 Extension of Term. The Initial Term of this Agreement shall be
automatically extended for an additional one (1) year period, commencing on the
anniversary date of the expiration of the Initial Term, unless ninety (45) days
prior to such anniversary date, in the applicable year, either DTJBI or the
Company furnishes the other with written notice that it does not intend to have
the Term of the Agreement so extended as provided in this Section 3.2. For
purposes hereof, the term "Term" shall refer to the Initial Term and all
extensions thereof in accordance with this Section 3.2. Compensation in an
amount to be negotiated in good faith by DTJBI and Company with the minimum
increase being ten percent by of the amount paid in Section 4.1 upon extension
of Term. If the term is extended, then DTJBI is pay or play for Year 2 as
described herein.
ARTICLE 4
COMPENSATION
4.1 Compensation. as the host of the Program, the Company shall pay to
Xxxxx the guaranteed sum of One Hundred Thousand Dollars ($100,000) plus the
agreed agency commission of ten percent (10%) on all sums payable to DTJBI,
payable as a monthly fee of eight thousand three hundred and thirty-three
dollars ($8,333.33) Said fee shall be paid on the first business day of each
month prior to each performance by Xxxxx and held in the client trust account of
Independent Management Group, pursuant to mutually agreed upon payment
instructions upon satisfactory completion of the performance.
4.2 PTN Media Common Stock. Upon signature, and within 30 days, Xxxxx
shall also receive 10,000 shares of PTN Media common stock that are freely
tradable, registered and diluted in same proportion as any others who have
received same stock.
-4-
ARTICLE 5
TERMINATION
5.1 Disability. If as a result of the incapacity of Xxxxx due to
physical or mental illness Xxxxx shall fail to provide her talent services to
DTJBI for purposes of hosting the Program for twenty (20) consecutive days, this
Agreement may be terminated by the Company upon written notice to DTJBI. The
Company agrees to pay any earned but unpaid compensation in the event of
termination for disability.
5.2 Death. In the event of Xxxxx'x death, this Agreement shall
automatically terminate as of the date of her death without any notice or other
action being required by the Company.
5.3 Good Reason. For purposes hereof, the term "Termination for Good
Reason" shall mean termination based upon (a) the continued failure of Xxxxx to
provide her talent services to the Company for purposes of hosting the Program,
which failure shall have continued for at least ten (10) business days after
receipt by DTJBI of written notice from the Company; (b) Xxxxx'x conviction of,
guilty plea or plea of nolo contendere concerning any felony which in the
reasonable opinion of the Company is reasonably likely to have an adverse impact
on the reputation of Xxxxx, or is reasonably likely to have an adverse effect on
the ratings of, or sale of advertising time in, the Program; (c) the inability
of Xxxxx to perform Xxxxx'x talent services due to any medically confirmed
addiction to alcohol or controlled substances, other than medication legally
prescribed and administered by a duly licensed physician; (e) acts by Xxxxx of
moral turpitude which are known to the public and which in the reasonable
opinion of the Company are reasonably likely to have a material adverse impact
on the distribution of the Program or sale of Advertisements in the Program; (f)
the determination that any of the representations or warranties made by DTJBI
herein were materially false or misleading as of the time made. If in a
termination event Good Reason should occur, the Company shall have the right to
terminate this Agreement within thirty (30) days if the default is not cured
within thirty (30) days after receipt of written notice of default by DTJBI; or
(g) upon not less than thirty (30) days prior written notice to DTJBI after the
Company in good faith reasonably determines that based upon the sales of the
Advertisements, it is not economically feasible to continue to produce and
distribute the Program.
5.4 Other Company can not use the name, voice or likeness of Artist
after any termination or expiration of this Agreement.
ARTICLE 6
NON-COMPETITION; NON-DISCLOSURE
6.1 Non-competition
(a) During the Term of this Agreement, DTJBI shall not and it
shall cause Xxxxx not to serve as the host of any radio programming having the
same format and/or topic of the Program. Notwithstanding the foregoing, Xxxxx
shall not be deemed to be engaging directly or indirectly in any business or
activity in contravention of this Section 5.1(a) by virtue of Xxxxx'x ownership
of less than a 5% interest in the securities of a publicly traded corporation.
(b) Nothing in Section 5.1(a) hereof shall in any way limit or
restrict Xxxxx from serving as talent in connection with the production of radio
commercials for third parties, guest television appearances, films and any other
endeavor.
-5-
(c) During the Term of this Agreement and for the one (1) year
period thereafter DTJBI shall not and it shall cause Xxxxx not to, directly or
indirectly, induce or attempt to induce any customers, affiliates, officers,
employees of the Company or other parties doing business with the Company
(including, without limitation, advertisers in the Program) to terminate their
relationship with the Company.
6.2 Non-Disclosure; etc. DTJBI agrees that it shall cause Xxxxx to keep
secret and retain in confidence, and not at any time or for any reason, directly
or indirectly (including, but not limited to, acting by, through or with any
subsidiary, affiliate, or any other person, firm, corporation, joint venture or
agent) use, publish or disclose, any non-public and confidential information
relating to the business of the Company or any of its affiliates, which Xxxxx
now has or hereafter may acquire during the Term, except (i) as required by
applicable law or subpoena; (ii) to the extent such information has been
disclosed to Xxxxx or by a thirty party (other than a third party who has a duty
not to disclose such information and violates such duty) or is otherwise
publicly available; or (iii) in connection with the enforcement of this
Agreement. For purposes of this Agreement, non-public and confidential
information shall include, without limitation, customer lists, marketing plans
and strategies, market studies and data, pricing policies and lists, cost data
and information, production procedures, sources of talent, the terms of
contracts or agreements, affiliate lists and information and any other
information or data which is not public and of a confidential nature, relating
to the business, affairs or operations of the Company which is required to be
maintained as such for the continued success of the business of the Company.
6.3 Equitable Relief. Xxxxx agrees that a breach or threatened breach
by DTJBI or Xxxxx of any provision contained of this Article 5 will cause such
damage to the Company as may be irreparable and for which monetary damages would
not likely provide an adequate remedy, and for that reason DTJBI agrees that the
Company shall be entitled (without being required to post a bond or other
security or being required to prove actual damages), to seek an injunction from
any court of competent jurisdiction restraining any such breach or threatened
breach of such provisions. Such right to injunctive remedies shall be in
addition to and cumulative with any other rights and remedies the Company may
have pursuant to this Agreement or pursuant to applicable law or by statute,
including, without limitation, the recovery of monetary damages. Xxxxx
acknowledges and agrees that the provisions, covenants and restrictions in this
Article 5 are reasonable in scope as to both area and time are necessary to
protect the legitimate interests of the Company and the goodwill included in the
business of the Company except as otherwise provided in these articles except as
otherwise provided herein. The obligations of Xxxxx pursuant to this Article 7
shall survive the termination and/or the expiration of this Agreement.
-6-
ARTICLE 7
OTHER COVENANTS
7.1 Work For Hire. Xxxxx expressly agrees that all of the services to
the Company in connection with this Agreement are being rendered as a specially
ordered or commissioned work and that the Company shall be the author and
copyright proprietor of all the material written by or created in connection
with the Program and the owner of all intellectual property rights therein, with
the exception of pre-existing slogans, sayings and 'stchitch' of Artist, and of
all the results and proceeds of Xxxxx'x talent services in connection with this
Agreement and the Program, and all intellectual property rights in and to the
Program and any such written material, and the results and proceeds of such
services shall constitute a "work made for hire". Subject to the last two
sentences of Section 1.1(e) hereof, the Company shall own in perpetuity all
rights of whatever kind and character. Upon the Company's written request,
Xxxxx, to execute, verify and deliver to the Company all documents and
instruments consistent herewith which the Company may from time to time deem
necessary or desirable to evidence, establish, maintain, protect, enforce or
defend its rights under this Article 8. If Xxxxx shall fail to execute, verify
or deliver to the Company any agreement, assignment, quitclaim or other document
or instrument required by the Company pursuant to this Section 6.1 within seven
(7) business days after the Company sends written notice of such request, then
the Company is hereby appointed the agent and attorney-in-fact (which
appointment shall be deemed irrevocable and coupled with an interest) with full
power of substitution and delegation and the full right, power and authority to
execute, verify and deliver the same in the name of and on behalf of Xxxxx, as
applicable. The obligations of Xxxxx pursuant to this Section 6.1 shall survive
the termination and/or the expiration of this Agreement.
ARTICLE 8
REPRESENTATIONS AND WARRANTIES
8.1 Representations and Warranties of DTJBI. As a material condition to
all of the Company's obligations hereunder, DTJBI hereby represents and warrants
to, and agrees with the Company as follows:
(a) DTJBI is free to enter into this Agreement and neither
DTJBI or Xxxxx is subject to any obligation or restriction (including, without
limitation, any contract, covenant or commitment not to compete) or any
disability which could reasonably be expected to prevent or interfere with the
performance by DTJBI of any of its duties or obligations pursuant to this
Agreement or Xxxxx providing her talent services in respect as the host of the
Programs; Xxxxx will not make or enter into any agreement, commitment, grant or
assignment nor xxxx Xxxxx do, or omit to do, any act or thing which does
interfere or could reasonably be expect to interfere with or impair the complete
enjoyment of the rights granted to the Company and the services to be rendered
to the Company pursuant to this Agreement.
(b) Any and all editorial materials created by DTJBI or Xxxxx
as being original and which are delivered to the Company pursuant to this
Agreement, and all parts thereof, shall to the best of DTJBI's knowledge
be wholly original and shall not be copied in whole or in part from any other
work or materials other than material already in the public domain and shall not
constitute a libel or slander of, or any unfair competition against, or infringe
upon or violate the copyright, common law rights, rights of privacy or
publicity, or any other rights of any person, firm, corporation or other entity.
DTJBI and Xxxxx shall defend, indemnify and hold the Company, its licensees,
distributors, affiliates, and any sponsor and advertising agency involved in any
of the Company's programming, and their respective members shareholders,
directors, officers, managers, agents, employees, successors, licensees and
assigns (including, without limitation, those of the Company), harmless from and
against any and all liability, loss, damage, costs, charges, claims, actions,
causes of action, recoveries, judgments, penalties and expenses, including,
without limitation, legal fees and costs, arising out of a breach and/or
violation of this Section 9.1(b). The obligations of DTJBI pursuant to this
Section 9.1(b) shall survive termination and/or the expiration of this
Agreement.
Company agrees shall defend, indemnify and hold Artist harmless from and against
any and all liability, loss, damage, costs, charges, claims, actions, causes of
action, recoveries, judgments, penalties and expenses, including, without
limitation, legal fees and costs, arising out of a breach and/or violation of
this Agreement. The
-7-
obligations of Company pursuant to this Agreement shall survive termination
and/or the expiration of this Agreement. Company shall also name Artist as
additionally insured on an errors & omissions insurance policy and general
liability insurance policy.
8.2 Exclusive Services of Xxxxx. DTJBI hereby represents and warrants
to the Company and covenants for the benefit of the Company that throughout the
Term of this Agreement, DTJBI shall have the exclusive right to furnish the
talent services of Xxxxx to the Company to act as host of the Program as
contemplated by this Agreement. DTJBI and Xxxxx hereby acknowledges and agrees
that the Company is relying on this representation and warranty and covenant in
entering into this Agreement and it is material inducement to the Company to
agree to the terms and provisions of this Agreement.
8.3 Mutual Representations and Warranties. Each of the Company and
DTJBI hereby represents and warrants to the other as follows: (a) has the
corporate power and authority to execute, deliver and perform this Agreement;
(b) no consent from, or notice to any third party is required in connection with
its or her, as applicable; execution, delivery or performance of this Agreement;
and (c) this Agreement constitutes its legal, valid and binding obligation
enforceable in accordance with its terms.
ARTICLE 9
MISCELLANEOUS
9.1 Successors and Assigns; Binding Agreement. This Agreement shall be
binding upon and shall inure to the benefit of the Company and its successors
and assigns (including any successor to the Company by merger, consolidation or
a similar transaction) and the successors and permitted DTJBI and Xxxxx.
9.2 Governing Law; Consent to Jurisdiction, etc. THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND PERFORMED IN THE STATE OF
NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OF CONFLICTS OF LAW OR CHOICE
OF LAWS. THIS AGREEMENT SHALL BE INTERPRETED AND CONSTRUED WITHOUT REGARD TO ANY
RULE WHICH MIGHT REQUIRE IT TO BE INTERPRETED OR CONSTRUED WITH A PRESUMPTION
AGAINST THE PARTY WHICH CAUSED THIS AGREEMENT TO BE DRAFTED. EACH OF THE COMPANY
AND XXXXX HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS AND CONSENTS TO THE
EXCLUSIVE JURISDICTION OF UNITED STATES FEDERAL COURT FOR THE SOUTHERN DISTRICT
OF NEW YORK AND THE COURTS OF THE STATE OF NEW YORK, LOCATED IN NEW YORK COUNTY
WITH RESPECT TO ANY ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT AND IRREVOCABLY AND UNCONDITIONALLY WAIVE THE RIGHT TO HAVE A
TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING. EACH OF THE
COMPANY AND XXXXX HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION
THAT THE COMPANY OR XXXXX, AS THE CASE MAY BE, MAY HAVE TO THE LAYING OF VENUE
OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT AND ANY CLAIM THAT
EITHER OF THEM MAY HAVE THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND HAVE ANY IMMUNITY FROM
JURISDICTION TO WHICH THE COMPANY OR DTJBI OR XXXXX MIGHT OTHERWISE BE ENTITLED
IN ANY SUCH ACTION, SUIT OR PROCEEDING. THE COMPANY AND XXXXX AGREE THAT FINAL
JUDGMENT IN ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COUNT SHALL
BE CONCLUSIVE AND BINDING UPON SUCH PARTY AND MAY BE ENFORCED IN ANY COURT IN
WHICH SUCH PARTY IS SUBJECT TO JURISDICTION BY A SUIT UPON SUCH JUDGMENT.
9.3 Enforcement and Reformation. Since it is the intent, agreement and
desire of the parties that the terms and provisions of this Agreement be
enforced to the fullest extent possible under the laws and public policies
applied in
-8-
each jurisdiction in which enforcement of this Agreement may be sought, should
any particular term or provision of this Agreement be deemed invalid, illegal or
unenforceable to any extent, but may be made valid, legal and enforceable by a
limitation thereon or modification thereto, each party agrees that this
Agreement shall be reformed and amended so that the same shall be valid, legal
and enforceable to the fullest extent permissible under the laws and public
policies applied in the jurisdiction in which enforcement is sought.
9.4 Amendment and Modification. This Agreement may not be amended,
changed, modified or supplemented, except by an instrument in writing duly
executed by each of the parties hereto.
9.5 Waiver. Except as otherwise provided in this Agreement, any failure
of a party to comply with any obligation, covenant, agreement or condition
herein may be waived by the other party hereto only by a written instrument duly
executed by the party granting such waiver, but such waiver or failure to insist
upon strict compliance with any such obligation, covenant, agreement or
condition shall not operate as a waiver of, or estoppel with respect to, any
subsequent or other failure of such obligation, covenant, agreement or
condition.
9.6 Notices. All notices or other communications hereunder shall be in
writing and shall be delivered personally or by confirmed facsimile
transmission, or if mailed by registered or certified mail (return receipt
requested), postage prepaid, in each case effective upon receipt by the intended
recipient thereof at the following address and or facsimile number, as
applicable, or at such other address or facsimile number, as applicable, as a
party shall specify by like notice:
If to the Company, to: with a copy to:
PTN MEDIA INC. Xxxx Xxxxxx
0000 Xxxxx Xxxxx Xxxxxx Xxxxxx and Eilen
Xxx Xxxxx, Xxxxxxxx 00000 00 Xxxxxxx Xxxxxxxxx Xxxx.
Fax No.: (000)-000-0000 Xxxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxx
Chief Executive Officer
If to DTJBI: With a copy to:
Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx
Independent Management Group 000 X. Xxxxx Xx., 0xx Xxxxx
0000 Xxxxxxxx Xxxx. Xxxxx 0000 Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Xxx Xxxxxxx, Xxxxxxxxxx 00000 Facsimile: 310-859-2788
Facsimile: 323-+951-9398
All notices hereunder shall be effective upon receipt by the intended recipient.
9.7 Relationship between Xxxxx and the Company. The relationship
between Xxxxx and the Company pursuant to this Agreement is between two
independent contracting parties and does not establish an employee-employer
relationship. Nothing herein shall constitute the Company as a fiduciary of
DTJBI.
9.8 Garnishments, etc. If the Company is directed, by virtue of service
of any garnishment, levy, execution or judicial order, to apply any amounts
payable under this Agreement to DTJBI to any person, firm, corporation or other
entity, or a judicial or governmental officer, the Company shall notify DTJBI of
that fact and the Company shall have the right to pay any required amounts in
accordance with any such directions, and payment in accordance therewith shall
fully discharge the obligations of the Company to DTJBI to the extent of such
payments with copies of all such notices to DTJBI.
-9-
9.9 Interpretation. The Article and Section headings contained in this
Agreement are solely for the purpose of reference, are not part of the agreement
and understanding of the parties and shall not in any way affect the meaning or
interpretation of this Agreement.
9.10 Advise of Counsel. Each of the parties to this Agreement
acknowledges that such party is entering into this Agreement willingly and that
such party has had the opportunity to be advised by legal counsel of its/her
choice regarding this Agreement and the implications of entering into this
Agreement.
9.11 Counterparts. This Agreement may be executed in two (2) or more
counterparts (including by facsimile signature), each of which shall be deemed
an original, but all of which, when taken together, shall constitute one and the
same instrument.
9.12 Time of the Essence. The time for the performance of the talent
services of Xxxxx hereunder are of the essence.
9.13 Entire Agreement. This Agreement, embodies and constitutes the
entire agreement and understanding of the parties hereto with respect to the
subject matter hereof. There are no restrictions, promises, representations,
warranties, covenants or undertakings with respect to such subject matter, other
than those expressly set forth or referred to herein. This Agreement supersedes
all prior agreements and understandings (whether written or oral), if any,
between the parties with respect to the subject matter hereof all of which are
merged herein.
IN WITNESS WHEREOF, the Company and DTJBI have executed this
Agreement as of the date first above written.
PTN MEDIA INC.
By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: President
Xxxxxxxx Xxxxx Xxxxx, Inc.
By: /s/ Xxxxx Xxxxx
--------------------------------------
Name: Xxxxx Xxxxx
Title: President
The undersigned, Xxxxx Xxxxx, hereby unconditionally and irrevocably guarantees
the performance of all of DTJBI's obligations under the foregoing Agreement as a
joint and several primary co-obligor. The undersigned acknowledges and
understands that the Company is relying on this Guaranty in entering into the
Agreement. The Company may pursue its rights and remedies under
-10-
this Guaranty concurrently with pursuing its rights and remedies under the
Agreement against DTJBI or any other person or entity.
/s/ Xxxxx Xxxxx
--------------------------------------
Xxxxx Xxxxx
-11-
