EXHIBIT 10.4
THE TALK VISUAL CORPORATION -ENTERTECH MEDIA GROUP JOINT VENTURE
This agreement is entered into today the ___________________February 2000, by
and between:
TALK VISUAL CORPORATION of, 0000 Xxxxxxxx Xxxx, Xxxxx Xx. 00000, (referred to
hereinafter as "TVCP"),
AND;
ENTERTECH MEDIA GROUP of 00 Xxxx Xxxxxxx Xxxxxx, xxxxx 000, Xxxx, Xxxxxx 00000
(hereinafter referred to as "EnterTech").
TVCP AND ENTERTECH MAY HEREINAFTER BE INDIVIDUALLY REFERRED TO as a "Party" and
jointly REFERRED TO as THE "Parties" .
Recitals:
---------
Whereby TVCP is in the business of video calling and videoconferencing, and the
supplying to the US and Canadian market of a certain Video-telephone named the
TV 225,
And,
Whereas EnterTech are in the business of the supply and distribution of Videos,
Films, Movies and related entertainment product.
and
Whereas both TVCP and, EnterTech are eager to enter into an agreement to jointly
provide entertainment related content to customers and subscribers of the new
Video-telephone product and service,
Now Therefore.
--------------
It is agreed that the Parties enter into this agreement to jointly develop the
business of delivering feature films, video based entertainment and any other
income producing visual content (the "Content") to users of the recently
announced TVCP Video-telephone TV 225 units and its successors now starting to
be marketed by TVCP as part of a service package (the "Service").
The following shall set forth the agreed basic terms, conditions and
understanding of TVCP and EnterTech (hereinafter individually referred to as a
"Party" and jointly referred to as the "'Parties") for this project.
The following shall set forth the agreed basic terms, conditions and
understanding of TVCP and EnterTech (hereinafter individually referred to as a
"Party" and jointly referred to as the "Parties") for this project.
1
1. Exclusive Provider of all Video Based Third party Content:
-------------------------------------------------------------
1. a) EnterTech shall be the exclusive North American (USA and Canada) provider
to TVCP of feature films, video based entertainment and any other income
producing visual content (the "Content"). It is intended to make the Content
available to subscribers to the Service on a dial up basis thereby giving TVCP's
TV225 / Video-telephone users immediate access to a library of feature films,
short films and other related entertainment.
I. b) It is further agreed that EnterTech shall be given the first right of
refusal to become the TVCP Content provider for every other country worldwide.
TVCP shall give to EnterTech a notice of first right of refusal on a country by
country basis as and when it becomes applicable and EnterTech shall give their
response within 30 days of receiving such notice. EnterTech's rights pursuant to
this clause shall be granted for the full term of this Agreement and any
applicable extension period.
2. Term of this agreement (the "Agreement")
-------------------------------------------
In recognition of the significant amount of preparatory work and commensurate
commitment by both parties to this Agreement it is hereby agreed that the
minimum duration of this agreement shall be five years from the date of
execution. Unless terminated by either party the Agreement shall automatically
renew for further periods of five years. The agreement shall only be
determinable on written notice given in writing by either party to the other
Party at their then registered address no less than twelve months prior to the
next renewal date.
3. Licensing
------------
3. a) EnterTech warrants that has the right to operate and offer the services
and content in all states in the USA and Canada, and shall maintain at all times
valid and in effect such licensing as required by the relevant authorities.
3. b). In the event EnterTech is granted rights to other countries pursuant to
paragraph 1. b) it undertakes to apply for all applicable licenses as required,
and shall maintain at all times valid and in effect such licensing as properly
required by the relevant authorities.
4. Availability of Content
--------------------------
EnterTech shall ensure that it shall offer a wide selection of content
materials, including but not limited to latest releases movies, news programs,
current affairs programs, documentaries, comedy films, dramas, action films,
adult films and children's programming.
4 (a) Minimum availability of Content
-------------------------------------
Notwithstanding the undertaking of EnterTech to offer a wide selection of
content as referenced in Section 4 above, EnterTech further undertakes to make
available at the time of the launch of the provision of Content no less than;
2
of Movies
------------------
of News Programs and Current Affair programs
------------------
of Children's Programs
------------------
of Documentaries
------------------
2
5. Pricing of Content
---------------------
Both parties shall mutually agree the pricing of the content provision to the
consumer. EnterTech warrants that it has the wherewithal and abilities to, and
will, acquire and offer Content at prices that shall allow it to offer the
Content to the TVCP customers and subscribers and consumers at a reasonable
cost.
6. Revenues:
------------
The Parties hereby agree to mutually develop the principal aims of the Joint
Venture on a best efforts basis and to share equally in all revenues directly
generated by the Content. which shall be deemed to include all ancillary
revenues and advertising income. The Parties agree herein to institute an
appropriate accounting system to ensure that all revenues generated from the
Content are accurately and promptly recorded in such a way as to make the
division of revenues simple and expedient.
7. Mutual Consideration:
------------------------
As an initial consideration for entering into this Agreement and for accepting
the mutual covenants and undertakings therein and to help ensure the maximum
mutual benefit the Parties have agreed to an exchange of common restricted
shares in the amount of 1,500,000 (one million five hundred thousand). Each of
the Parties therefore hereby undertakes to issue to the other Party a duly
restricted stock certificate within seven working days from the execution of
this agreement.
8. Validity of terms:
---------------------
If any part of this Agreement is declared invalid for any reason" this ruling
shall not affect the validity of the rest of the Agreement. The other parts of
the Agreement shall remain in effect as if the Agreement had been executed
without the invalid part. The Parties hereby declare that they intend and desire
that the remaining parts of the Agreement to
9. Binding Agreement:
---------------------
This Agreement and each of its provisions shall be binding on the heirs,
executors, administrators, successors, and assigns of each of the parties
hereto.
10. Full Agreement of the Parties:
----------------------------------
The foregoing Agreement contains the basic terms and conditions of the Parties'
agreement and supercedes all previous discussions, representations and
agreements. Any and all Modifications or Amendments to this Agreement must be in
writing and signed by both Parties.
3
11. Assignment
--------------
Both parties shall have the rights to assign their obligations and rights to a
third party, subject to giving the other party a minimum of 30 days notice. The
notified party shall have the rights to object to the assignment if it so deems
the proposed transaction is detrimental to the ongoing business activities
contemplated herein and would have negative effects on its own interests.
Otherwise, permission to assign shall not be unreasonably withheld.
3
12. Joint Preparation of the Agreement:
---------------------------------------
Both Parties acknowledge and agree that they have obtained, or had the
opportunity to obtain, the advice and counsel of their own respective attorneys
and advisors with respect to the language, terms and conditions of this
Agreement, and that the Parties are deemed the joint drafters of this Agreement
for all purposes of construction and interpretation.
13. Notices
-----------
All notices shall be sent by registered mail to the following addresses of the
parties. In the event there is a change of address of either party, the said
party shall notify the other within 7 days of such change.
TALK VISUAL CORPORATION: 0000 Xxxxxxxx Xxxx, Xxxxx, Xxxxxxx 00000
ENTERTECH MEDIA GROUP: 00 Xxxx Xxxxxxx Xxxxxx, xxxxx 000, Xxxx, Xxxxxx 00000
14. Jurisdiction:
-----------------
The validity of this Agreement and of any of its terms or provisions, as well as
the rights and duties of the parties under this Agreement, shall be construed
pursuant to and in accordance with the laws of the State of Nevada. Parties
agree that the interpretation of the validity of this Agreement, as well as the
rights and duties of the parties under this Agreement, shall be subject to the
jurisdiction of Reno, Nevada.
15. Arbitration
---------------
Both parties agree that in the event of a dispute arising under the terms of
this agreement they will submit their claims to the American Association of
Arbitration., and agree to be bound by the decision of the arbitrator .
The parties enter into this agreement on this day, the Day
-----------------
of February, 2000 in Los Angeles County, Los Angeles California.
EnterTech Media Group, Inc. Talk Visual Corporation.
/S/ Xxxx Xxxx /S/ Xxxxxxx Zewbne
------------------------------ ----------------------------
By: Xxxx Xxxx, Chairman By: Xxxxxxx Zewbner, Chairman
4
