EXHIBIT 10.1
This Production and Sound Recording/Distribution Agreement made as of August 1,
2003.
BETWEEN:
XXXX X. XXXXXXXXXXX, a musician and music producer residing at 000 Xxxx
00xx Xxxxxx, Xxxxxxxxx, XX, Xxxxxx ("Licensor")
AND:
SOUND REVOLUTION INC., a company registered pursuant to the laws of the
State of Delaware, with an office in British Columbia at 0000 Xxxx 00xx
Xxxxxx, Xxxxxxxxx, XX, X0X 0X0 ("Licensee")
WHEREAS:
A. Licensor owns or controls all licensing rights with respect to
the master recordings embodying the performances of the
Licensor listed on Schedule "A" attached hereto and
incorporated herein (the "Licensed Performances") throughout
the Universe (the "Licensed Territory"); and
B. Licensor is in the position and wishes to grant to Licensee
all rights to produce and distribute the Licensed Performances
for the purpose of manufacturing, promoting, advertising,
distributing and selling such Licensed Performances;
NOW THEREFORE, in consideration of the foregoing and of mutual promises herein
contained, it is agreed,
1. GRANT
(a) Subject to Licensee's complete compliance with the
provisions hereof, and Licensor's receipt of the
advance described in subparagraph 5(a)(ii) below,
Licensor hereby grants Licensee exclusive to License
during the Term (as defined in Paragraph 2 below) and
non-exclusive to License during the Extended Term (as
defined in Paragraph 3 below), the following rights
to the Licensed Performances in the Licensed
Territory:
i. The right to use the Licensed Performances
in unlimited number and forms of CD, CD-Rom,
digital disc, album, tape, downloads for the
Internet, and in a soundtrack and musical
score in a film, video, streaming media
video, DVD, television series or video game,
as an additional feature to be sold with a
video, DVD, or other multi-media formats,
all in any and all formats whatsoever (the
"Uses");
ii. The right to publish, synchronize,
manufacture, advertise, sell, license and
distribute the Licensed Performances for any
of the Uses;
iii. The right to use the names, likenesses and
biographies of the Artist in connection with
the manufacturing, promoting, distributing,
marketing, licensing or selling the Licensed
Performances for any of the Uses.
2. TERM
(a) The term shall be 6 months exclusive from the date of
this agreement;
(b) The Extended Term shall be 6 years non-exclusive
beginning from the expiration of the exclusive Term;
(c) The Licensee shall have the option to renew the
Extended Term for an additional 6 years non-exclusive
by sending a cheque in the amount of $1,500 (CDN) to
the Licensor at his address listed above prior to the
expiry of the first 6 year Extended Term.
3. DELIVERY
(a) Within 10 days of signing this agreement, Licensor
shall deliver all of the Licensed Performances in wav
and CD formats, along with artwork for a CD and one
web page;
4. ROYALTY/ADVANCE
(a) The Licensor shall receive an advance of $400.00
(CDN) upon signing of this agreement.
(b) The Licensor shall receive no royalty for revenues
received by the Licensee for the exploitation of the
Licensed Performances during the Term except that for
sales of CDs online featuring the Licensed
Performances, the Licensor shall receive a royalty of
20% of the sale price;
(c) the Licensor shall receive a royalty of 30% for the
exploitation of the Licensed Performances during the
Extended Term and any renewal of the Extended Term.
5. RIGHTS HOLDBACK
(a) Licensor reserves the following rights from the grant
of rights of the Licensed Performances:
i. Licensor has licensed the use of
"Dysfunctional Dub" to Xxxxxxxx Xxxxx for
use in his short film tentatively entitled
"Spore"
ii. Licensor has licensed the use of "Hurry `n'
Xxxxxx" and "Vandella" to Xxxxx Xx Xxxxxxx
for the documentary tentatively entitled,
"Racism, Religion and Music - In the South".
6. REPRESENTATIONS OF THE LICENSOR
(a) Licensor represents that he has all necessary
authorization to enter into this agreement, and that
the Licensed Performances were recorded and otherwise
prepared exclusively by the Licensor and the Licensor
owns all copyright and is the sole creator of the
Licensed Performances.
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7. ASSIGNMENT
(a) This agreement, or any portion of it, may be assigned
by Licensee to any party or entity upon sending
written notice to the Licensor.
8. DUTY TO INFORM
(a) Licensor shall inform Licensee of all rights licensed
of the Licensed Performances in the Territory during
the Extended Term; (b) Licensee shall inform Licensor
of all rights licensed of the Licensed Performances
in the Territory during the Term and Extended Term.
9. FURTHER AGREEMENT
(a) Licensor agrees to sign all further documents
necessary to effect the terms of this agreement.
(b) Licensor and Licensee acknowledge this is a short
form agreement and both parties will work towards
signing a long form agreement which shall replace
this short form agreement.
THE FOREGOING IS AGREED TO BY BOTH PARTIES.
/s/ Xxxx Xxxxxxxxxxx
----------------------
Xxxx Xxxxxxxxxxx
SOUND REVOLUTION INC. per:
/s/ Xxxxx Xxxxx
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Xxxxx X. Xxxxx, an authorized signatory
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Schedule "A" to the Agreement between Xxxx Xxxxxxxxxxx and Sound Revolution Inc.
dated August 1, 2003
1. Dysfunctional Dub
2. Rock It Beat
3. Hurry `n' Xxxxxx
4. Bambina Delicious
5. Kink
6. I am a machine
7. Vandella
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