Exhibit 10.3
July 9, 2004
▇▇▇▇▇▇ Records
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: "Rap Battle"
This letter shall confirm the agreement ("Agreement") between ▇▇▇▇▇▇
Records, Inc. ("▇▇▇▇▇▇") and NT Media Corporation of California (referred
to herein as "NT"), regarding the grant to ▇▇▇▇▇▇ in perpetuity of any and
all rights that NT may have in the aforementioned Property, currently
entitled "Rap Battle", as that term is defined in Paragraph 1 below.
1. Property:
The term Property, as used herein, shall include any and all intellectual
property and/or materials, including but not limited to, material
photographed (in all media and formats), treatments, name and likeness
releases (including those attached hereto as Exhibit "A"), all names,
titles, characters, representations, artwork, music, habitat, devices and
possessions depicted in or associated with such characters, including all
existing and future versions of all the foregoing and all material upon
which the foregoing are based.
2. Acquisition of the Property:
In consideration of a payment to NT of Twelve Thousand Seven Hundred
Seventeen Dollars ($12,717.00) which shall be payable not later than
December 31, 2005 (the "Purchase Price"), ▇▇▇▇▇▇ hereby acquires from NT
all of NT's right, title and interest in and to the Property in perpetuity.
NT hereby acknowledges that ▇▇▇▇▇▇ may exploit the Property (or any
component thereof) throughout the universe in all languages and in any and
all media, now known or hereafter devised, in any manner or form including,
without limitation, exploitation by way of television, film, video,
internet and the World Wide Web. ▇▇▇▇▇▇ shall be the exclusive worldwide
owner, from inception, in perpetuity, of the copyrights, trade marks and
related proprietary rights in any audio-visual program based on the
Property and in all elements of such programs. NT further acknowledges that
▇▇▇▇▇▇ may freely merchandise the Property throughout the universe in any
manner or form.
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3. Results and Proceeds:
In consideration of ▇▇▇▇▇▇'▇ payment to NT of the Purchase Price, all
right, title and interest in and to any materials that may have been
written or created by NT in connection with the Property ("Materials"),
which Materials for the purposes of U.S. copyright law shall be on a work
for hire basis, shall be granted to ▇▇▇▇▇▇ and shall be the sole and
exclusive property of ▇▇▇▇▇▇ from the time of their creation. ▇▇▇▇▇▇ shall
be the author and sole owner and proprietor of copyright and any other
rights in and to the Materials throughout the universe in perpetuity and NT
shall have no right, title or interest in the Materials. NT for the
avoidance of doubt, hereby irrevocably assigns and transfers to ▇▇▇▇▇▇ all
of NT's entire right, title and interest in and to the Materials,
including, without limitation, copyright and so-called "rights of authors"
and all other rights NT may have in the Materials, including, without
limitation, the rights to authorize, prohibit and/or control the renting,
lending, fixation, reproduction and/or other exploitation of any audio
visual program by any media or means now known or hereafter devised as may
be conferred upon NT under any applicable laws, regulations or directives,
including, without limitation, any so-called "Rental" and Lending Rights"
pursuant to any European Economic Community ("EEC") directives and/or
enabling or implementing legislation enacted by the member nations of the
EEC. NT hereby acknowledges that the compensation payable hereunder
includes adequate and equitable remuneration for the Rental and Lending
Rights and constitutes a complete buy-out of all Rental and Lending Rights.
4. Representations and Warrantees; Indemnification:
(a) Representations
(i) NT warrants and represents that it has the full right, power and
authority to enter into this Agreement and to ▇▇▇▇▇ ▇▇▇▇▇▇ all of
the rights granted herein;
(ii) NT warrants and represents that no additional audiovisual work
based in whole or in part upon the Property has been produced or
authorized by, or with the knowledge or consent of NT, and
(iii)NT warrants and represents that it has not done or omitted to do
and shall not do or omit to do any act or thing, by license grant
or otherwise, which shall or may impair or encumber any of the
rights herein granted or interfere with the full enjoyment of
those rights.
(b) Indemnification:
Both parties shall defend, indemnify, save, and hold harmless the
other, its successors and its assigns and licensees, from and against
any claims, demands, suits, losses, damages, expenses, costs, charges,
reasonable outside legal fees and disbursements, recoveries, actions,
judgments, penalties, and any other loss whatsoever, which may be
obtained against, imposed upon, incurred, or suffered by the other
party, its successors and assigns and licensees, by reason of the
breach by one party of any agreement, representation, or warranties
made herein by such Party.
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5. No Obligation to Produce:
Nothing herein obligates ▇▇▇▇▇▇ to produce any audio-visual program or to
exploit or continue to exploit any of the rights granted hereunder.
6. Assignment:
Either party may freely assign this Agreement or any of its rights
hereunder without the prior approval of the other.
7. No Joint Venture:
Nothing herein contained shall constitute a partnership between or joint
venture by the parties hereto, and neither party is the trustee, agent or
employee of the other.
8. Notices and Payments:
All notices, payments, statements or other documents which either party
shall be required or shall desire to give to the other hereunder shall be
in writing to the address set forth as follows:
To ▇▇▇▇▇▇: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Chief Executive Officer
To NT: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Chief Executive Officer
9. Further Documents:
NT agrees to execute and deliver to ▇▇▇▇▇▇ any documents or instruments
necessary or appropriate to confirm or effectuate ▇▇▇▇▇▇'▇ rights
hereunder. If NT fails to so execute and deliver any such documents or
instruments after being afforded a reasonable opportunity to review same,
then ▇▇▇▇▇▇ is hereby irrevocably appointed NT's attorney-in-fact with full
right, power and authority to execute, acknowledge and deliver the same in
the name of and on behalf of NT. NT acknowledges that the authority and
agency given ▇▇▇▇▇▇ is a power coupled with an interest.
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10. General Provisions:
(a) Headings: Headings are used herein are for reference only and do not
form a part of this Agreement. (b) Currency: All funds referred to herein
are in United States dollars.11. Governing Law:
This Agreement, its interpretation, administration and enforcement and any
and all statements made hereunder shall be governed and construed according
to the laws of the State of California. Each of the parties irrevocably
submits to the exclusive jurisdiction of the laws of the State of
California.
12. Entire Agreement:
This Agreement constitutes the entire agreement and understanding between
the parties and may not be modified except by a written instrument signed
by the parties. The parties acknowledge that neither the WGA, WGC nor any
other collective bargaining agreement apply to the terms of this Agreement.
This Agreement may be executed in any number of counterparts with the same
effect as if all parties signed the same document.
Please acknowledge your acceptance by signing each copy of this letter
where indicated below and return one original to the sender.
Yours very truly,
▇▇▇▇▇▇ Records, Inc. NT Media of California, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Its: President Its: President
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EXHIBIT A
SHORT FORM ASSIGNMENT
For good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, NT Media Corporation of California, Inc. ("Assignor")
hereby irrevocably grants, transfers and assigns to ▇▇▇▇▇▇ Records, Inc.
("Assignee") and ▇▇▇▇▇▇▇▇'s successors and assigns, solely and exclusively,
all rights in all media throughout the world, in perpetuity in and to the
property, as set forth in and subject to the terms of the agreement dated
as of July 9, 2004 between Assignor and Assignee ("Agreement").
Assignor hereby appoints Assignee its irrevocable Attorney-in-Fact with the
right (but not the obligation) to enforce and protect all rights, licenses
and privileges granted herein or pursuant to the Agreement and granted
under any and all copyrights (and renewals and extensions thereof) to
prevent any infringement of such rights, licenses and privileges using the
name of Assignor (in the discretion of Assignee). Assignor agrees to
cooperate with Assignee in any such suit or action instituted by Assignee
hereunder at Assignee's expense.
Assignor agrees to execute and deliver and cause to be executed and
delivered to Assignee any and all documents and instruments reasonable
necessary for copyright and chain of title purpose and to effect and
complete the transfer to Assignee of all rights heretofore acquired or
intended to be acquired by Assignee. In the event Assignor fails to execute
and deliver such other documents and instruments promptly upon demand
therefore by Assignee, Assignee is hereby authorized and appointed
Attorney-In-Fact of and for Assignee to make, execute and deliver any and
all documents, certificates and other instruments in connection with
obtaining, securing and extending said copyright.
It is understood that ▇▇▇▇▇▇▇▇'s aforementioned powers as Attorney-In-Fact
of the Assignor are powers coupled with an interest.
This Short Form Assignment and the provisions hereof shall be binding upon
Assignor, its successors and assigns. This Short Form Assignment shall be
subject to the terms and conditions of the Agreement.
IN WITNESS WHEREOF, THE ASSIGNOR HAS DULY EXECUTED THIS ASSIGNMENT AS OF
THIS 9th DAY OF SEPTEMBER, 2004.
NT MEDIA CORPORATION OF CALIFORNIA, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Its: President
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