Exhibit 10.4
AGREEMENT BETWEEN XXXX XXXXXXXXXXX AND XXXXXXXXXXXXXXX.XX INC.
THIS AGREEMENT is made as of October 15, 2000
BETWEEN:
Xxxxxxxxxxxxxxx.xx, Inc., a company duly incorporated under the
laws of the State of Delaware, with a registered record office at
Suite 400, 2711 Centerville road, Wilmington, Delaware 19808 ("the
Company")
OF THE FIRST PART
AND:
Xxxx Xxxxxxxxxxx, an individual resident at 4 - 000 Xxxx 00xx
Xxxxxx, Xxxxxxxxx, XX X0X 0X0 ("Xxxx")
OF THE SECOND PART
WHEREAS:
A. The Company is in the business of producing and distributing episode
video Series including FASHIONFREAKZ and several others in development
(together the "Series") and interactive websites including the sites
xxx.xxxxxxxxxxxxx.xxx, xxx.xxxxxxxxxxxxxxx.xx, and xxx.xxxxxx.xxx
(together the "Websites").
B. The Company wishes to utilize the services of Xxxx in connection with
the Series and the Websites.
ACCORDINGLY, IT IS AGREED AS FOLLOWS:
1. TITLE: Xxxx is and independent contractor and his title is VP,
Production of Xxxxxxxxxxxxxxx.xx, Inc.
2. DUTIES: Ryan's duties include overseeing all production activities,
overseeing all creative activities, hiring production crews, acting as
director, post-production supervisor and editor of FashionFreakz,
overseeing development and production of the Series and the Websites,
and any and all other activities reasonably required to build the
company.
3. NOTICE: Xxxx will cease work as an independent contractor on 2 weeks
notice of termination of Ryan's services from either the Company or
Xxxx.
4. PRODUCTION FACILITIES: Xxxx allows the Company access to and use of his
production studio which includes digital video cameras, digital still
cameras, lighting, microphone and other sound recording equipment, full
editing suite, special effects facilities, sound editing and music
production software and equipment and compression facilities basis for
a period of one year (beginning in October, 2000).
5. COMPENSATION: Xxxx is paid as an independent contractor the sum of
CDN$500 a week, which will increase if the company brings in
significant revenues. Xxxx will be paid 1,000 common shares in
Xxxxxxxxxxxxxxx.xx, Inc. each month for access to his production
facility for a total of 12,000 common shares.
6. RESULTS AND PROCEEDS: The Company shall own all results and proceeds of
Ryan's services hereunder, whether such rights results and proceeds
consist of literary, dramatic, musical, motion picture, mechanical or
any other forms of works, themes, ideas, compositions, creations or
production, including all intellectual property rights thereof and
shall have rights. Xxxx hereby expressly waives any moral rights or
"droit morale" in and to any material created by or contributed to the
Series or the Websites by Xxxx including all of Ryan's performance
including but not limited to the right to add to, subtract from,
arrange, revise, adapt, rearrange, make variations of the property, to
translate the same into any and all languages, change the sequence,
change the characters and the descriptions thereof contained in the
property, and to change the title of the same, record and photocopy the
same with or without sound (including spoken words, dialogue and music
synchronously recorded), use this title or any of its components in
connection with works or motion pictures wholly or partially
independent of said property, and to use all or any part of the
property in new version, adaptation and sequels in any and all
languages, to fictionalize persons or events including Xxxx and to
obtain copyright therein throughout the world, and Xxxx does assign and
transfer to the Company in perpetuity to the fullest extent permitted
by law all the foregoing without reservation, condition, or
limitations, and no right of any kind, nature or description is
reserved by Xxxx. Nothing contained herein shall obligate the Company
to use any results and proceeds of Ryan's services hereunder in or in
connection with the Series or the Websites and the Company and its
assignees and licensees, at their sole election, may refrain from
exercising any or all rights granted by Xxxx herein entirely, or from
time to time, or in particular media or territories, without incurring
liability of any kind to Xxxx.
7. CREDIT: Xxxx shall receive credit on FashionFreakz as "Director" and as
"Post Production and Compression by Xxxx Xxxxxxxxxxx" and Xxxx shall
receive appropriate credits on any work he does for the Series, the
Websites any other productions for the Company.
8. INCLUSIVE PAYMENTS: All prior payments and consideration to Xxxx shall
be deemed to be equitable and inclusive remuneration for all services
rendered by Xxxx in connection with the Series or the Websites and are
being paid by way of a complete buy-out of all rights granted to the
Company hereunder an no further sums shall be payable to Xxxx by the
Company by reason of the exploitation of the Series and the Website and
all results and all proceeds of Ryan's services rendered hereunder in
any and all media throughout the universe pursuant to any collective
bargaining agreement, if any, or otherwise, by way of residuals, repeat
fees, pension contributions, or any other monies whatsoever.
9. NO INJUNCTION: Xxxx acknowledges and agrees that if at any time the
Company or its assignees or licensees are alleged to be in breach or
default of any provision of this agreement, the sole remedy of Xxxx
with respect to such breach or default shall be limited to a claim for
money damages in an action at law an neither Xxxx nor any party
claiming in the place of or through Xxxx shall be entitled to rescind
or terminate this agreement or to apply for, obtain or enforce any
injunctive, equitable or other relief of any nature whatsoever which
would in any manner prohibit, prevent, restrict, impede, delay, or
otherwise interfere with the complete and unfettered exercise by the
Company and its assignees and licensees of all rights and licenses
granted herein including the production, distribution, advertising and
general exploitation of the Series and the Website and all elements and
rights therein.
10. ASSIGNMENT: the Company shall have the right to assign this agreement
and any of the rights granted herein, in whole or in part, to any
person, firm, corporation or entity and nothing contained herein shall
imply anything to the contrary.
11. FURTHER DOCUMENTS: Xxxx undertakes and agrees to execute, deliver and
acknowledge such further documents, instruments and assurances as may
be reasonably required in order to carry out and implement fully the
terms of this agreement.
12. BINDING ON ESTATE: This agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
successors, administrators and permitted assigns.
13. NO LIMIT ON RIGHTS: Termination of this agreement or of Ryan's services
rendered, for any reason whatsoever, shall not extinguish or limit any
of the Company's rights, interests or property in, or title to, the
results and proceeds of Ryan's services.
14. TERM: The term of this agreement is 12 months beginning October 15,
2001.
15. RENEWAL: This agreement will automatically be renewed for a one year
term at the conclusion of this agreement unless otherwise stated in
writing by the parties within 2 months of the termination of this
agreement.
AGREED TO AND ACCEPTED:
/s/ Xxxx Xxxxxxxxxxx (signature)
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Xxxx Xxxxxxxxxxx ("Xxxx")
AGREED TO AND ACCEPTED:
Xxxxxxxxxxxxxxx.xx, Inc.
By: /s/ Xxxxx X. Xxxxx (signature)
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Xxxxx X. Xxxxx, C.E.O.
