AGREEMENT
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THIS AGREEMENT dated for reference the 15th day of April, 2002.
BETWEEN:
XXXXXX XXXXXXXX, Businessman
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of 0000 Xxxxxxxx Xxxxx, Xxxx Xxxxxxx, XX 00000
(the "Producer")
AND:
NORVANCO INC. a Nevada corporation, having
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an office at 17 River Rock, 0000 Xxxx Xxxxxx Xx.,
Xxxxx Xxxxxxxxx, XX, Xxxxxx, X0X 0X0
(the "Corporation")
WHEREAS:
A. The Producer has conceived and developed a concept for an entertainment
project to be known as the "Natural Follies" (the "Project"), as
more particularly described in Schedule "A" hereto;
B. The Corporation wishes to acquire the Producer's interest in the Project
and to develop, produce and exploit the Project;
C. The Corporation wishes to engage the services of the Producer as Producer
and General Manager for the pre-production and production of a pilot
exhibition and film (the "Pilot") embodying the concept.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
contained in this Agreement and other valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties have agreed and do
hereby agree as follows:
1. At and for the consideration set out in paragraph 2 hereof the Producer
herby assigns, sells and transfers to the Corporation all right, title and
interest of the Producer in the Project including, without limiting the
generality of the foregoing, any and all copyrights, trademarks or service marks
in connection with the Project, any and all television rights, any and all video
and digital rights and any and all rights to exploit the Project or the concept
embodied in it.
2. The consideration for the acquisition of the Project shall be the payment
by the Corporation to the Producer of the sum of $10,000 US.
3. The Producer agrees to serve as producer and general manger of the
Project during the pre-production phase and through the completion of the Pilot
and shall be paid, commencing May 1, 2002, a management fee for services
rendered equal to $5,000 US per month during the pre-production phase and
$10,000 per month once production of the pilot commences. For the purposes of
this agreement, production of the pilot will be deemed to commence on the first
day of the month in which the Corporation commences filming of the pilot.
4. The obligation of the Corporation to pay for management services by the
Producer and the obligation of the Producer to provide such services shall
terminate on the earlier of completion of post-production of the Pilot or such
later date as the parties may mutually agree.
5. Notwithstanding any other provision of this agreement the Producer shall
have the right to resign as producer and general manager at any time on 60 days
notice to the Corporation and the Corporation shall have the right to terminate
the Producer as producer and general manager on 12 months notice to the
Producer.
6. The Producer warrants and represents that the concept for the Project is
the sole and exclusive property of the Producer and that the production of the
Pilot and exhibition sale and distribution of the Pilot or any other exhibition
or reproduction embodying the concept of the Project shall in no way infringe or
violate any trademark, patent, patent rights, trade names, copyrights, literary,
artistic, dramatic or other property rights of any person, organization or
corporation.
7. Any notice required or permitted to be given under this Agreement shall
be in writing and may be given by delivering same or mailing same by registered
mail or sending same by telegram, telex, telecopier or other similar form of
communication to the following addresses:
The Producer: 0000 Xxxxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
The Corporation: 17 River Rock, 0000 Xxxx Xxxxxx Xx.
Xxxxx Xxxxxxxxx, XX, Xxxxxx, X0X 0X0
Telephone: 000-000-0000
Facsimile: 000-000-0000
8. This Agreement constitutes the entire agreement between the parties,
relating to the subject matter hereof and supersedes every previous agreement,
communication, expectation, negotiation, representation or understanding,
whether oral or written, express or implied, statutory or otherwise.
9. This Agreement shall be construed in accordance with, and governed by,
the laws of the State of Nevada.
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10. The Parties shall execute such further documents and do such further
things as may be necessary to give full effect to the provisions of this
Agreement and the intent embodied herein.
11. Time shall be of the essence of this Agreement and all provisions
hereof.
12. The Producer confirms that Cane & Company has prepared this agreement
acting as legal counsel for the Corporation only, that neither Cane & Company
nor its affiliate X'Xxxxx & Company have acted for the Producer and that the
Producer has been advised to seek independent legal advice.
13. This Agreement may be executed in several parts in the same form and
such parts as so executed shall together constitute one original agreement, and
such parts, if more than one, shall be read together and construed as if all the
signing parties hereto had executed one copy of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
SIGNED, SEALED AND DELIVERED )
BY XXXXXX XXXXXXXX )
in the presence of: )
)
/s/ Xxxxx Xxxxxxx )
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Signature )
)
Xxxxx Xxxxxxx ) /s/ Xxxxxx Xxxxxxxx
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Name ) XXXXXX XXXXXXXX
)
000-00 Xxxxxxxx Xxxxxx )
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Address )
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New Xxxxxxxxxxx, XX X0X 0X0 )
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NORVANCO INC.
By its authorized signatory:
/s/ Xxxxx X. Xxxx
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XXXXX X. XXXX, Secretary
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SCHEDULE "A"
Natural Follies is a beauty pageant concept including some nudity, bikini
contest, body painting, comedy and music. Included in the concept is some form
of audience voting participation in both live exhibition and broadcast. The
concept includes an initial pageant in the United States and licensing of the
pageant for other countries, live broadcast through cable, pay per view and
direct TV networks, internet broadcast and video DVD production.
