EXCLUSIVE MANUAFACTURING AND DSITRIBUTION AGREEMENT
THIS GREEMENT (the "Agreement"), is dated as of November 2, 2004 by and between
Taylor Madison Corp., a Florida Corporation, the Company ("TMDN") and Boom LLC,
a New York Corporation ("Boom").
WHEREAS, TMDN has entered into a licensing agreement (the "License") with
Major League Baseball to developed and market an MLB line of personal care
products. (the "Brand")
WHEREAS, TMDN wishes to developed and market the Brand with an expert
manufacturing and distributing company.
WHEREAS, Boom has the expertise to develop and market the Brand and;
WHEREAS, Boom desires develop, market and to acquire the rights and title
to the License from TMDN.
NOW, THEREFORE, in consideration of the mutual covenants, representations,
warranties and agreements herein contained, the parties hereto agree as follows
FOR GOOD AND VALUABLE CONSIDERATION, TMDN hereby appoints Boom as its exclusive
manufacturing and marketing partner for the brand for a term concurrent with the
terms and conditions of the License.
TMDN hereby agrees to assign, transfer and set over to Boom all rights, title
and interest held by TMDN in and to the License and the Brand, pending MLB
approval. At which time, Boom will pay TMDN an advance against royalties of
$10,000 (Ten Thousand Dollars). In the event MLB rejects TMDN's application to
assign the license, Boom will continue as the exclusive manufacturer and
distributor of the brand for TMDN concurrent with TMDN's rights in to the
license.
TMDN warrants and represents that said License for the Brand is in full force
and effect.
TMDN further warrants that it has full right and authority to appoint Boom as
its exclusive manufacturer and distributor of the brand and that the Brand
rights herein are free of lien, encumbrance or adverse claim.
Boom hereby warrants that it has received a copy of the licensing agreement by
and between TMDN and MLB and that it is aware of all the terms and conditions
therein and that it agrees to strictly abide by those terms and conditions as
though it was a party to the licensing agreement.
Boom hereby assumes and agrees to perform all the remaining and executory
obligations of TMDN under the License with MLB, including the payment of the
royalties on the net sales of the brand as prescribed in the license agreement.
Boom will remit to TMDN at the same time as it pays the MLB royalties, a royalty
payment equal to 2.5% of net sales of the Brand over and above the royalties due
MLB.
DISPUTE RESOLUTION
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Arbitration. Any controversy or claim arising out of or relating to this
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Agreement, or any breach thereof, having not been cured within the herein
prescribed time, arising out of or relating to the relationship between TMDN
(including any of its parents, subsidiaries, officers, employees, affiliates,
agents, and representative, and the officers and employees of all such entitles)
and BOOM (including any of its parents, subsidiaries, officers, employees,
agents or affiliates, and the officers and employees of all such entities)
including, without limitation, any claim that any terms in this Agreement are
unenforceable or otherwise avoidable, shall be submitted to binding arbitration
and shall be determined in accordance with the rules of the American Arbitration
Association. Such Arbitration shall be conducted in English before a sole
arbitrator who shall be a United States national, selected in accordance with
said rules. The Arbitration, including the rendering of the award shall take
place in New York, NY. The conflict of law rules of the State of New York shall
be applicable. Judgment upon the award of the Arbitrator may be entered in any
court having jurisdiction thereon. The parties acknowledge that this Agreement
and any award rendered pursuant to it shall be governed by the 1958 United
Nations Convention on the Recognition and Enforcement of Foreign Arbitration
Awards. This clause shall not, however, limit TMDN's right to institute or join
in any petition or action before a federal bankruptcy court, as may be necessary
in TMDN's sole subjective judgment, to seek to receive from BOOM payments due
under this Agreement. Furthermore, this clause shall not limit BOOM's or TMDN's
right to obtain any provisional remedy, including, without limitations,
injunctive relief, writs for recovery of possession or similar relief, from any
court of competent jurisdiction, as may be necessary in TMDN's sole subjective
judgment, to protect its trademark or other property rights including liens and
security interests. The existence and outcome of any arbitration proceedings
shall be kept confidential except to the extent necessary to obtain judgment on
or enforce any arbitration award. Either party may invoke this paragraph after
providing thirty (30) days' written notice to the other party. All costs of
arbitration shall be divided equally between the parties. Any award may be
enforced by a court of law.
(a) Entitlement to Costs. If any legal action or dispute arises
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under this Agreement, arises by reason of any asserted breach of it, or arises
between the parties and is related in any way to the subject matter of the
Agreement, the prevailing party shall be entitled to recover all costs and
expenses, including reasonable attorneys' fees, investigative costs, reasonable
accounting fees and charges for experts. The "prevailing party" shall be the
party who obtains a final judgment in its favor or a provisional remedy such as
a preliminary injunction or who is entitled to recover its reasonable costs of
suit, whether or not the suit proceeds to final judgment; if there is no court
action, the prevailing party shall be the party who wins any dispute. A party
need not be awarded money damages or all relief sought in order to be considered
the "prevailing party" by a court.
(b) GOVERNING LAW. All questions concerning this Agreement, the
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rights and obligations of the parties, enforcement and validity, effect,
interpretation and construction which are governed by state law shall be
determined under the laws of the State of New York. United States federal law
shall apply to all other issues.
This agreement shall be binding upon and inure to the benefit of the parties,
their successors and assigns.
Xxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxx
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TMDN Signature
/s/ Art Xx Xxxxxxx
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Boom's Signature
