EXHIBIT 10.27
XXXXX XXXXX
This Xxxxx Xxxxx (the "Agreement") dated as of April 29,
1998, between Xxxx Xxx Corporation and it's subsidiary Xxxxx Corporation
(together referred to as " Xxxx Xxx") and American Champion Entertainment
Media, Inc. ("ACM").
1) Xxxx Xxx wishes to become a sponsor of the television show "Adventures With
Xxxxx Xxxxx" (the "Program") produced and copywritten by ACM.
2) As a sponsor of the Program, Xxxx Xxx is entitled to the following
promotional components:
a) One 15-second spot before and one 15-second spot after the Program but
within the half-hour broadcast of the Program by public broadcast television
stations that carry the Program. The two spots will be identical both in
video and audio content, and the content must be pre-approved by KTEH, the
Program's presentation station, to ensure it meets public broadcasting
sponsorship guidelines. These two spots will run with the Program for a
period of six months, beginning with the month of May 1998 and ending with
the month of October 1998 inclusively.
b) Standard affidavits of performance from the public broadcast stations will
be provided by ACM on a quarterly basis.
c) One 30-second commercial to be included in the retail videotapes sales of
the Program. This commercial will be included in the initial run of 15,000
units and thereafter, at Xxxx Xxx'x option, in any additional production runs
of the Program's videotapes intended for mass distribution until December 31,
1998.
d) The logo of Xxxxx to be featured on 75,000 full-color postcards of the
Program to be passed out in all upcoming promotional events.
e) The logo of Xxxxx to be featured on the Program's Outreach Guide which will
be sent to targeted schools across the country as a learning tool. The date
and volume of this venue is yet to be determined.
f) Xxxxx will be allowed signage display on one of the following two live
events: i) Xxxxx Xxxxx promotional tour, or ii) national talent search. The
date and location of this venue is yet to be determined.
3) For the above promotional components, Xxxx Xxx as a sponsor of the
Program, agrees to pay ACM a non-refundable amount of $95,000.00 and this
amount is payable in two installments: i) $50,000.00 due and payable on May
16, 1998 when the first episode of the Program that carries Xxxx Xxx'x
promotional spots will be fed to satellite for distribution by KTEH, and ii)
$45,000.00 due and payable on June 30, 1998.
4) Xxxx Xxx will cause the promotional materials to be delivered to ACM,
especially those that require approval by KTEH, in time for inclusion the
above mentioned activities.
5) ACM retain all of its rights under copyright and trademark laws pertaining
to the Program's intellectual property, whether registered or unregistered,
and any applications by Xxxx Xxx of the Program's logo, name, characters and
likeness, video and audio excerpts must have ACM's approval in writing prior
to such use. Xxxx Xxx will retain all of its rights under copyright and
trademark laws pertaining to any of its intellectual property, including
without limitation, its rights in and to the "Xxxxx" marks and the various
derivations thereof.
6) All covenants, promises and agreements by or on behalf of the parties
contained in this Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties; but nothing in this
Agreement, expressed or implied is intended to confer on any party the right
to assign its rights or obligations hereunder. Nothing in this Agreement,
whether expressed or implied, is intended to confer any rights or remedies
under or by reason of this Agreement on any persons other than the parties to
it and their respective successors and assigns, nor is anything in this
Agreement intended to relieve or discharge the obligation or liability of any
third persons to any party to this Agreement, nor shall any provision give any
third person any right of subrogation or action over or against any party to
this Agreement.
7) This Agreement shall be governed by, and construed and enforced in
accordance with, the law of the State of California.
8) This Agreement sets forth the entire agreement of the parties hereto with
regard to the subject matter hereof and supersedes and replaces all prior or
ontemporaneous agreements, understandings and representations, oral or
written, with regard to such matter.
9) This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date above written.
For Xxxx Xxx Corporation For American Champion Media, Inc.
By: /s/ R. Xxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxx
Name: R. Xxxxx Xxxxxxx Name: Xxxxxxx X. Xxxx
Title: Chief Counsel Corporate Title: Chief Executive Officer
And Assistant Secretary
