December 15, 2003
Xx. Xxxxxxxxx Xxxxx, President and Chief Executive Officer
Westwood Audiovisual & Multimedia Consultants, Inc.
0000 Xxxxx Xxxxxxx Xxxx Xxxx.
Los Angeles, CA 90025
Re: Representation of Eclectic Entertainment by Westwood Audiovisual &
Multimedia Consultants
Dear Xx. Xxxxx:
Until such time that a more formal contract is prepared, this memorandum of
understanding will serve as an agreement between Eclectic Entertainment,
Inc. (ECLECTIC), and Westwood Audiovisual and Multimedia Consultants, Inc.
(WAMC) regarding services provided to ECLECTIC by WAMC.
1. SERVICES PROVIDED.
WAMC hereby agrees to provide the following services to ECLECTIC:
a) Secure foreign distribution for ECLECTIC productions.
b) Assist in securing television and feature film financing from foreign
sources.
c) Advise ECLECTIC of programming needs in foreign markets.
d) Identify television and feature film production opportunities.
e) Identify television, feature film and music distribution
opportunities.
2. PROPERTIES IN DEVELOPMENT.
The following is a list of ECLECTIC properties currently in development
(the "Property"). WAMC shall have the first right of refusal to provide
foreign distribution and/or financing services for a Property. Should
WAMC decline to represent a Property, ECLECTIC has the ability to seek
another distributor or financial service entity.
- LA Food Scene - Adventures of Unit 28
- Mini Movie Hour - Vegas Variety Hour
3. CONSIDERATION FOR SERVICES.
a) Should WAMC successfully secure any portion of the funding required
to produce an ECLECTIC property, WAMC shall share in the modified
gross revenue in a percentage equivalent to the amount raised by
WAMC. The term "modified gross revenue" shall mean all revenues
received from the exploitation of the Property for which the funds
were raised, minus any payments made to investors and third-party
vendors only, including without limitation, production costs of the
Property.
b) Should WAMC successfully secure a minimum of twenty-five percent
(25%) of the funding for an ECLECTIC property, WAMC shall receive an
Executive Producer credit.
4. TERM OF AGREEMENT.
a) The agreement shall commence immediately, and be in effect for one
year from the time in which ECLECTIC submits WAMC a completed
television or feature film project for foreign distribution.
b) The term shall continue until such time that either party gives the
other a thirty-day notice of their desire to cancel the agreement,
Being understood that if WAMC is exercising its rights as distributor
and can give the proof of its activity, Eclectic will not have the
rights to terminate this agreement unilaterally. Should this
Agreement be terminated, the Agreement shall remain in effect as to
Properties being distributed at the time of the notice, but
terminates as to Properties undistributed.
5. MISCELLANEOUS.
a) This Agreement shall be governed by the laws of the state of
California applicable to contracts entered into in said state. This
Agreement cannot be changed, amended or modified except in writing
signed by both parties hereto. In the event any provision of this
Agreement shall be declared void or unenforceable, the balance of
this Agreement shall remain unaffected and remain in full force and
effect as though such void or unenforceable provision had not been
contained herein.
b) In the event of a dispute between the parties arising out of this
Agreement, the dispute shall be submitted only to the federal or
state courts located in Los Angeles, California, which shall have
exclusive jurisdiction over any matters pertaining to this Agreement.
In the event of any dispute, the prevailing party shall be entitled
to recover reasonable attorneys' fees and litigation expenses, as
well as, any other award the court might deem appropriate.
c) The parties may enter into a more formal agreement covering the
subject matter hereof. Until such time as a more formal agreement is
fully executed by the parties, if ever, this Agreement shall be
binding on the parties. This Agreement may not be assigned by either
party without written agreement.
d) A financial accounting of the Program will be conducted on a
quarterly basis, and WAMC's portion of the adjusted gross revenue
will be distributed on a semi-annual basis. The accounting shall
include a line-item delineation of expenses and revenue related to
the exploitation of the Program.
e) This agreement does not constitute employment by ECLECTIC, or a
partnership with ECLECTIC. All monies owed to WAMC will be paid
without any deductions. WAMC will be responsible for any payments
owed to any taxing authorities.
If you are in agreement with all of the terms, please sign below and return
at your convenience. We look forward to working with you.
Best regards,
/s/ Xxxxx Xxxx Xxxxx
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Xxxxx Xxxx Xxxxx
Chief Executive Officer
Accepted and agreed to by:
/s/ Xxxxxxxxx Xxxxx
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Xxxxxxxxx Xxxxx
President and Chief Executive Officer
