Exhibit 10.6
INCOME AND TALENT ACQUISITION AGREEMENT
This Agreement is made on this 8th day of May, 2000, by and between InVision
Records, Inc., a wholly-owned subsidiary of Falcon Entertainment Corp, of 000
0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Company"), and Xxxxxx Xxxxxx, d/b/a,
Xxxxxx Productions, Inc., p/k/a, Matrix Music Works, of 0000 Xxxxxx Xxxx., Xxxxx
000, Xxxxxxxxx, Xxxxxxxxxx 00000 ("Matrix").
Matrix is a music production company, which currently has a number of artists in
development e.g., Xxxxxx, Saint Eve, Xxxxxx Xxxxx, etc. (hereinafter the "Artist
Roster"). The Company desires to acquire a right to a percentage of the net
income generated by Matrix, and a percentage of Matrix' interest in the artist
contracts between Matrix and the artists comprising the Artist Roster and New
Artists, as later defined. Accordingly, the parties agree as follows:
1. GRANT In exchange for the payment of $250,000.00, the Company, after
the date hereof, shall have a right to: a) twenty five (25%) percent of
the net income (as determined by Generally Accepted Accounting
Principles) generated by Matrix, in all areas, excluding projected
income derived from the production contracts to which the Artist Roster
and New Artists are signed (hereinafter the "Income Right"); and b) a
concomitant interest of twenty five (25%) percent of projected royalty
income derived specifically, as and when paid, from the Matrix
production contracts to which the Artist Roster is signed, as such
Artist Roster currently exists pursuant to Exhibit "A" (hereinafter the
"Artist Roster Acquisition") ; and, c) twenty five (25%) percent of
royalty income derived specifically, as and when paid, from artists
signed to production contracts with Matrix within five (5) years from
the date hereof (hereinafter "New Artists").
2. BEST EFFORTS Matrix will utilize its best efforts to keep key
executives of the Company apprised of all developments, which would add
or detract from the Artist Roster.
3. TERM/TERRITORY The term of this agreement, as it relates to the Income
Right shall be indefinite; the term as it relates to the Artist Roster
Acquisition and New Artists shall be equal to the term of the
respective agreement between Matrix and the individual artists
comprising the Artist Roster and New Artists ( hereinafter the "Term")
and shall be on a worldwide basis.
4. SECURITY INTEREST Matrix does hereby grant a security interest in favor
of Company in: a) any and all receivables which constitute the royalty
payments due and payable to Matrix from production contracts to which
the Artist Roster and/or New Artists are signed; and, b) any and all
insurance and/or sales proceeds related thereto, all for the benefit
and security of Company (hereinafter the "Collateral"). Matrix will
cooperate with Company in perfecting this granted security interest by
all means necessary, to include, but not be limited to, signing and/or
filing the necessary UCC-1 form(s), if requested. Matrix acknowledges
that it is the intent of this granting clause to ensure that Company is
provided with a first priority security interest before all other
creditors of Matrix. There are no actions, suits or proceedings pending
or, to Matrix's knowledge, threatened against or affecting Matrix or
the properties of Matrix before any court or governmental department,
commission, board, bureau, agency or instrumentality, domestic or
foreign, that, if determined adversely to Matrix, would have a material
adverse effect on the condition, business or operations of Matrix, the
ability of Matrix to perform its obligations under this agreement or
the security interest and lien of Company upon the Collateral.
5. WARRANTY AND AUTHORITY Matrix warrants and represents that it has the
right and legal capacity to enter into this agreement, and that Matrix
is not subject to any prior obligations or agreements, whether as a
party or otherwise, which would restrict or interfere in any way with
the full and prompt performance of its obligations hereunder. Matrix
further warrants that it is a corporation in good standing (See Exhibit
"B", Certificate of Good Standing), and that its board of directors has
authorized Matrix to enter into this transaction (See Exhibit "C",
Secretary's Certificate Relating to Incumbency and the Corporate
Resolution related thereto).
Matrix agrees to indemnify, save and hold Company harmless from any and all loss
and damage (including court costs and reasonable attorneys' fees) arising out
of, connected with or as a result of any inconsistency with, failure of, or
breach or threatened breach by Matrix of any warranty, representation,
agreement, undertaking or covenant contained in this agreement.
This agreement sets forth the entire agreement between the parties with respect
to the subject matter hereof. No modification, amendment, waiver, termination or
discharge of this agreement shall be binding upon Company unless confirmed by a
written instrument signed by an authorized officer of Company, or binding upon
you unless confirmed by a written instrument signed by you. A waiver by either
you or Company of any term or condition of this agreement in any instance shall
not be deemed or construed as a waiver of such term or condition for the future,
or of any subsequent breach thereof. All rights, options and remedies in this
agreement shall be cumulative and none of them shall be in limitation of any
other remedy, option or right available to Company or to you. Should any
provision of this agreement be adjudicated by a court of competent jurisdiction
as void, invalid or inoperative, such decision shall not affect any other
provision hereof, and the remainder of this agreement shall be effective as
though such void, invalid or inoperative provision had not been contained
herein. The headings of the paragraphs hereof are for convenience only and shall
not be deemed to limit or in any way affect the scope, meaning or intent of this
agreement or any portion thereof. All accountings and payments required herein,
and all grants made herein, shall survive and continue beyond the expiration or
earlier termination of this agreement. Neither party shall be entitled to
recover damages or to terminate the Term by reason of any breach by the other
party of its material obligations, unless the latter party has failed to remedy
the breach within a reasonable time following receipt of notice thereof.
THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF NEW
YORK AND ITS VALIDITY, CONSTRUCTION, PERFORMANCE AND BREACH SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY
PERFORMED THEREIN. YOU AGREE TO SUBMIT YOURSELF TO THE JURISDICTION OF THE
FEDERAL OR STATE COURTS LOCATED IN NEW YORK CITY IN ANY ACTION WHICH MAY ARISE
OUT OF THIS AGREEMENT AND SAID COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER ALL
DISPUTES BETWEEN COMPANY AND YOU OR ARTIST PERTAINING TO THIS AGREEMENT AND ALL
MATTERS RELATED THERETO. IN THIS REGARD, ANY PROCESS IN ANY ACTION OR PROCEEDING
COMMENCED IN XXX XXXXXX XX XXX XXXXX XX XXX XXXX ARISING OUT OF ANY CLAIM,
DISPUTE OR DISAGREEMENT UNDER THIS AGREEMENT MAY, AMONG OTHER METHODS, BE SERVED
UPON YOU BY DELIVERING OR MAILING THE SAME, VIA REGISTERED OR CERTIFIED MAIL,
ADDRESSED TO YOU AT THE ADDRESS PROVIDED HEREIN FOR NOTICES TO YOU; ANY SUCH
DELIVERY OR MAIL SERVICE SHALL BE DEEMED TO HAVE THE SAME FORCE AND EFFECT AS
PERSONAL SERVICE WITHIN THE STATE OF NEW YORK. NOTHING CONTAINED IN THIS
SUBPARAGRAPH 25(b) SHALL PRECLUDE COMPANY FROM JOINING MATRIX IN AN ACTION
BROUGHT BY A THIRD
PARTY AGAINST COMPANY IN ANY JURISDICTION, ALTHOUGH COMPANY'S FAILURE TO JOIN
MATRIX IN ANY SUCH ACTION IN ONE INSTANCE SHALL NOT CONSTITUTE A WAIVER OF ANY
OF COMPANY'S RIGHTS WITH RESPECT THERETO, OR WITH RESPECT TO ANY SUBSEQUENT
ACTION BROUGHT BY A THIRD PARTY AGAINST COMPANY. NOTHING CONTAINED HEREIN SHALL
CONSTITUTE A WAIVER OF ANY OTHER REMEDIES AVAILABLE TO COMPANY.
Agreed to and accepted:
InVision Records, Inc.
/s/ Xxxx Xxxxxxxx
----------------------------
By: Xxxx Xxxxxxxx, President
Authorized Signatory
InVision Records, Inc
/s/ Xxx Xxxxxxxxx
----------------------------
By: Xxx Xxxxxxxxx, Chairman
Authorized Signatory
Xxxxxx Productions, Inc
d/b/a Matrix Music Works
/s/ Xxxxxx Xxxxxx
----------------------------
By: Xxxxxx Xxxxxx, President
Authorized Signatory
