Exhibit 4.1
TALENT AGREEMENT
This Talent Agreement is between Xxxx Xxxxxx, a/k/a. Xxxx X., hereafter
referred to as "Xxxx," whose address is 000 Xxxxxxxx Xxxx, Xxxx Xxxx, XX 00000,
and Raven Moon International, Inc., hereafter referred to as RMOO, located at
000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000.
FOR VALUABLE CONSIDERATION BOTH PARTIES AGREE AS FOLLOWS :
1. Grant of Exclusive License. Xxxx hereby grants RMOO an exclusive, worldwide
license ("License") to use her name, likeness and performance for a television
series to be produced by RMOO and distributed by DLT Entertainment, Ltd.. This
License shall authorize RMOO to grant one or more sublicenses to produce
merchandise using Gina's image, performance and likeness throughout the world on
television, videos, CD's, music and spoken word, on the Internet or any other
media now known or unknown from productions to be produced by RMMO. The term of
this exclusive license shall be for ten (10) years commencing January 1, 2001.
2. Obligations of RMOO and Compensation. As Compensation for the grant of the
License, RMOO agrees as follows :
A. To produce a series of half-hour episodes of a program entitled "Xxxx
D's Kids Club" and Christian Videos in which Xxxx shall appear as the on camera
hostess.
B. In addition to other compensation and expenses to be paid and reimbursed
as determined by the Company form the production or promotional budgets for the
use of her time in the recording studio, sound stage, development meetings and
for personal appearances to promote the program, RMOO agrees to pay Xxxx the
following:
(i) a minimum monthly advance of $2,000. against One Percent (1%) of any
and all Gross Revenues specifically from this project received by RMOO from any
source / any media throughout the world form any and all program sales,
merchandising sales, licensing fees and advances received by RMOO during the
term of this Agreement or options to this Agreement and for ten years after the
conclusion of this Agreement or options to this Agreement.
(ii) RMOO shall xxxxx Xxxx options to purchase up to 10,000,000 shares of
RMOO common stock during (5) years period, for a total of 10,000,000 options.
The options shall be exercised beginning January 1, 2001. Each option shall have
an exercise price of $0.02 per share. These shares shall be free trading shares,
which shall be delivered upon S-8 filings or piggyback and registered with
RMOO's registered public offering (whichever occurs first). These shares shall
be for services rendered during the development stage of the program called
"Xxxx D's Kids Club" and for the right to use the registered name "Xxxx D" for a
ten year period beginning on the date of this agreement.
(iii) RMOO promptly shall reimburse Xxxx for all reasonable costs and
expenses, including, but not limited to, travel, lodging and meals, and other
legitimate expenses incurred by her in the promotion of the program. All
expenses shall be properly documented and a detailed expense report submitted
monthly with a request for reimbursement. All expenses shall require advance
approval by RMOO.
(iv) Either a reimbursement or direct payment of $635. per month for a
leased car during the first two years of this Agreement.
3. Grant of Option by Xxxx. Xxxx agrees to grant RMOO, One Option for an
additional ten year period at the same compensation terms as stated above in
2.B. (i) through (iv) above.
4. Miscellaneous.
4.1 Entire Agreement. This agreement comprise the entire agreement between
the parties hereto with respect to the subject matter hereof, and as of the date
of this contract, supersedes, cancels and annuls any and all prior agreements
between the parties hereto with respect to the subject matter of this Agreement.
4.2 Severability. If all of any part of this Agreement is declared by any
court or governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not serve to invalidate any portion of this Agreement not
declared to be unlawful or invalid. Any portion so declared to be unlawful or
invalid shall, if possible, be construed in a manner that will give effect to
the terms of such portion to the fullest extent possible while remaining lawful
and valid.
4.3 Successors and Assigns. This Agreement shall be binding upon, and inure
to the benefit of the parties hereto and their respective heirs, successors,
assigns and personal representatives. RMOO may assign this Agreement to any
successor or assignee to its business or the business of the RMOO without the
written consent of Xxxx. Xxxx xxx not assign, pledge, or encumber her interest
in this Agreement, or any part thereof, without the written consent of RMOO;
provided, however, Xxxx xxx, without RMOO's prior consent, assign her rights to
payment hereunder.
4.4 Amendments and Waivers. Any provision of this Agreement may be amended
or waived only with the prior written consent of RMOO and Xxxx. No failure or
delay on the part of either party to this Agreement in the exercise of any power
or right, and no course of dealing between the parties hereto, shall operate as
a waiver of such power or right. Nothing contained in this Agreement and no
action or waiver by any party hereto shall be construed to permit any violation
of any other provision of this Agreement or any other document or operate as a
waiver by such party of any of her or its rights under any other provision of
this Agreement.
4.5 Counterparts. This Agreement may be executed in separate counterparts,
each of which is deemed to be an original, and all of which, taken together,
shall constitute one and the same agreement.
4.6 Consent to Jurisdiction; Venue. This Agreement shall be governed by,
and construed in accordance with the laws of the State of Florida. The parties
covenant and agree any dispute arising under this Agreement shall be settled by
mediation and/or arbitration in Seminole County, Florida. The expenses of any
such mediation or arbitration shall be shared equally by the parties.
Dated________________
ACCEPED AND AGREED TO :
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Xxxx Xxxxxx a.k.a. Xxxx X. Raven Moon International, Inc.
