Exhibit 10.2
SaVi Media Group, Incorporated
0000 Xxxx Xxxxxxx Xxxxxx #000 - Xxxxxxx, XX 00000
June 17, 2005
Contractual Agreement between SaVi Media Group and His Divine Vehicle, Inc., -
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Xxxxx Xxxxxx. (Page 1 of 2)
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The purpose of this document is to define the terms of an acquisition that is
hereby negotiated between SaVi Media Group (hereafter the Company) and His
Divine Vehicle, Inc., - Xxxxx Xxxxxx (hereafter Xxxxx Xxxxxx).
The undersigned hereby specify that they possess legal authority to negotiate in
good faith on behalf of SaVi Media Group, Inc., and His Divine Vehicle, Inc., -
Xxxxx Xxxxxx respectively, and that all SVMI agreements dated prior to this
latest agreement are all null & void.
The undersigned hereby specify that they are receiving confidential and
proprietary information that is necessary to facilitate these negotiations and
that they and/or their assignees and affiliates are prohibited from divulging
this information to any party prior to receiving approval from the other party.
Additionally, both parties acknowledge that they are bound by all applicable SEC
regulations regarding this proprietary information including prohibitions
against executing free market transactions based upon this confidential
information.
The undersigned hereby mutually agree that necessary resources and entities that
are revealed in negotiations represent exclusive relationships with the
originating party. The undersigned hereby acknowledge that these relationships
are proprietary for the originating party and will not be circumvented. This
agreement is a consultant agreement and therefore all parties involved shall be
deemed as independent contractors and will pay his / her own taxes on a 1099.
In the unlikely event that a party violates any terms of this agreement, the
undersigned hereby acknowledge that legal recourse may be pursued by the damaged
party.
Binding modifications of this agreement may be made in writing with signatures
from both parties.
SaVi Media Group and His Divine Vehicle, Inc., - Xxxxx Xxxxxx agree to the
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following:
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1- SaVi Media Group, Inc., will acquire 100% (One-Hundred Percent) of the
particular His Divine Vehicle, Inc., Xxxxx Xxxxxx Patents of the ECV-1,
First generation, the ECV-2, Second generation, the Power-Valve-1, first
Generation, the Power-Valve-2, Second generation, the Noxecutor, and the
Smog Cyclinator. Inclusive in this acquisition shall be the design and
utility patents pertaining including all real and/or intellectual
properties. Within the first 3 years of this agreement SaVi Media Group
and His Divine Vehicle, Inc., - Xxxxx Xxxxxx, have the right to
renegotiate this agreement along with all the patent assignments within
this agreement, on the basis of any company impropriety or if Savi Media
Group does not adhere to a best-efforts campaign. Savi Media Group will
also receive additional patents such as the; The Conical Coil,
thePneumatic Valve, the Hydraulic Valve, the Embedded PC, the Bios RTC,
the Baby Blanket, the Mouseketeirs, the rechargeable battery, the Real
time Translator, the Private Caption Capture, the Wireless Smart Grid
Tablet, the magnetic Air-Skateboard, and the Smart Clothes on a first
right of refusal basis. These patents come with a clause in that Xxxxx
Xxxxxx and the HDV, Inc. partners will have the right to future
negotiations with any viable entity while allowing Savi Media Group to
retain 1st rights privileges as to any future offer at the fair Market
Value to utilize or purchase these afore mentioned patents.
2- This transaction is also conditioned on approval of necessary
compliance agencies such as the SEC. The company deems it suitable for
both parties to be compensated as independent contractors and therefore to
pay their own taxes or if they choose they may donate their proceeds to
any charitable organization or foundation or they may rescind the
compensation and have the company directly donate the proceeds to any
charitable organization and / or foundation.
3- SaVi Media Group, Inc., has distributed a total of 7,000,000
(Seven-Million) post-split shares of Preferred Stock to Xxxxx Xxxxxx, the
His Divine Vehicle, Inc., - Xxxxx Xxxxxx principle and 7,000,000
(Seven-Million) post-split shares of Preferred Stock to Xxxxx Xxxxxxxx,
the founder and originator of this agreement in the previous interim.
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SaVi Media Group, Incorporated
0000 Xxxx Xxxxxxx Xxxxxx #000 - Xxxxxxx, XX 00000
June 17, 2005
Contractual Agreement between SaVi Media Group and His Divine Vehicle, Inc., -
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Xxxxx Xxxxxx. (Page 2 of 2)
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Thereby no additional stock or warrants will be issued in the future to
either party in consideration of this contract based on the ECV series.
4- 100% Ownership interest of these above mentioned intellectual
properties (patents) of His Divine Vehicle, Inc., - Xxxxx Xxxxxx, that are
now currently owned by SaVi Media Group, Inc., due to this contract,
allows SaVi Media Group to develop, manufacture and distribute these Savi
properties and products in order for SaVi Media Group to receive 100% of
the revenues of the ECV-1, First generation, the ECV-2, Second generation,
the Power-Valve-1, first Generation, and the Power-Valve-2, Second
generation, etc., including the above mentioned patents. Savi media group
will then pay royalties to; His Divine Vehicle, Inc., - Xxxxx Xxxxxx and
partners, in the amount of no less then 5% and no more then 10% of the
gross income and / or capital raised due to on going company activities,
all to be determined in compliance with company by-laws on a quarterly
basis in good measure to and in accordance with the profitability of the
company.
5- SaVi Media Group, Inc. and His Divine Vehicle, Inc., - Xxxxx Xxxxxx and
partners have chosen to relinquish the 75 million dollars in exchange for
potentially greater back-end royalties. Half of all the (5-10%) proceeds
given to HDV will be donated to one or more non-profits, charitable
organizations, or charitable foundations in accordance with the foresight
and direction of Xx. Xxxxx Xxxxxxxx based on his voluntary predilection
and preference. In the absence of Xxxxx Xxxxxxxx, Xxxxx Xxxxxxxx or NCO,
Inc. will obtain the direction of these designated proceeds of which all
proceeds shall continue in accordance with the original contract.
In the absence of Xxxxx Xxxxxx, both of his natural daughters, Xxxxxxx
Xxxx Xxxxxx & Xxxxxxx X. Xxxxxx will equally share in the corporate
ownership, oversight, and proceeds to His Divine Vehicle, Inc. of which
all proceeds shall continue in accordance with the original contract.
6- Xxxxx Xxxxxx as the principle for His Divine Vehicle, Inc., - Xxxxx
Xxxxxx and Xxxxx Xxxxxxxx, the CEO of SaVi Media Group, shall both receive
monthly payments each of $10,000.00 (Ten - thousand dollars and no cents)
depending on revenues and / or capital recruitment, but no less than
$3,000.00 (Three - thousand dollars and no cents) starting September 1,
2004 through September 1, 2007 in order that they may oversee the SaVi
general operations, manufacturing operations, and to manage the overall
SaVi network. This contract is eligible for renewal on September 1, 2007
and / or for modification upon mutual consent of the majority shareholders
and / or upon board review of their performance.
7- His Divine Vehicle, Inc., - Xxxxx Xxxxxx, will not require from SaVi
Media Group, Inc., any additional monies for licensing or for the
distribution of His Divine Vehicle, Inc., - Xxxxx Xxxxxx products. SaVi
Media Group, Inc will fund any patent costs, trade marks, copyrights,
manufacturing costs incurred by SaVi Media Group activities including but
not limited to building a (2) two - (5) five million dollar R & D Lab,
building a manufacturing plant, general manufacturing, and the reasonable
and general costs of executing business to distribute & produce future
products for Savi Media Group.
Duly signed, dated, and agreed upon both pages one and two. (Copies of
signatures shall be deemed as originals)
/s/ XXXXX XXXXXXXX Date: 06/17/2005
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Xxxxx Xxxxxxxx
CEO/President
SaVi Media Group, Incorporated
Representing; SaVi Media Group, Incorporated
/s/ XXXXX X. XXXXXX Date: 06/17/2005
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Name: Xxxxx X. Xxxxxx
CTO
His Divine Vehicle, Inc., - Xxxxx Xxxxxx Savi Holding Group
Representing; His Divine Vehicle, Inc., - Xxxxx Xxxxxx
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