ARTISTS LIMITED, L.L.C.
ARTISTS & WRITERS ROYALTY COLLECTION FOR THE WORLD
0000 Xxxx Xxx00X, Xxxxxx, Xxxxxxx 00000
void (000) 000-0000/ Fax (000) 0000000
RETENTION AGREEMENT
THIS RETENTION AGREEMENT ("Agreement") made and entered as of the 20th day of
1996, by and between ARTISTS LIMITED, L.L.C. , a limited liability company
formed under the laws of the State of Arizona, with its principal offices
located at 0000 Xxxx Xxxxxxx 00X, Xxxxxx, Xxxxxxx, hereinafter "Artists
Limited", and HCCA, Inc., a company of Nevada, currently residing at 1000 Royce
Blvd., (City) Oakbrook Terrace in (State or Province and ZIP ) Illinois 60181,
(Country) USA, hereinafter "Artist".
WITNESSETH:
WHEREAS, Artists Limited is engaged in the business of collecting royalties and
other movies due and owing to entertainers, recording artists, songwriters,
composers, lyricists, publishers and others engaged in the entertainment
industry and signs Retention Agreements with such persons to act as agent for
the collection of royalties and other movies due and owing,
WHEREAS, third parties have exploited and/or are presently exploiting sound
recordings embodying the performances of Artist and have failed to account for
and pay royalties or outer movies earned by Artist, and,
WHEREAS Artist is desirous of employing the services of Artists Limited for the
purpose of collecting said royalties or other movies,
NOW, THEREFORE, in consideration of certain premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby specifically
acknowledged, the Parties hereto agree as follows:
1. Artist hereby appoints Artists Limited as Artist's exclusive agent for
the collection of royalties or other movies due and owing to Artist as a
result of the exploitation of sound recordings and other instrumentalities
embodying the performances) of Artist, the replication of Artist's image
and/or likeness, the unauthorized publication of Artist's composition or
such similar breach of Artist's recording contract, other contract, or
right, title and interest in his or her intellectual property as are
contemplated wider this Retention Agreement.
2. Artist does hereby appoint Artist Limited as his or her Attorney-ln-Fact
to enter into negotiations and/or to contract for the collection of
royalties or other movies due and/or owing Artist for the exploitation of
sound recordings embodying Artist's performance(s) or such similar breaches
of Artist's rights, title and interest in his or her intellectual property
as are contemplated under this Retention Agreement. Said appointment as
Attorney-In-Fact shall be irrevocable and is coupled with :m interest
during the term hereof. Artists Limited shall not institute legal action
against or execute a contract with any third party owing royalties or other
monies to Artist without first obtaining Artist's written authorization,
which shall not be unreasonably withheld.
3. Artists Limited shall use its best efforts on Artist's behalf to collect
any and all royalties or other monies due and/or owing to the Artist.
Artists Limited shall use its business judgment in determining whether suit
should be instituted to collect such royalties or other movies. Any
decision by Artists Limited not to institute legal proceedings shall not be
deemed a breech of this Agreement or any duty or obligation owed to the
Artist.
4. Artist shall cooperate with Artists Limited and provide any and all
reasonable assistance necessary to enable Artists Limited to collect said
royalties or other monies on Artist's behalf. Such cooperation shall
include, but not be limited to, making him or her self available W Artists
Limited, its staff and advisors, execution of documents and/or agreements,
providing all background information supporting Artist's claim, and giving
testimony in any legal action both by deposition or Court appearance.
5. Artist represents and warrants that he or she has the right to enter
into this Agreement and that the rights granted Artists Limited herein will
not infringe or violate the rights granted to any other person or entity.
Artist shall Indemnify and hold Artists Limited harmless from any cost,
expense, suit, or other action resulting from a breach of any
representation or warranty given herein.
6. Artists Limited shall Indemnify and hold Artist harmless from any cost,
expense, suit, or other action resulting from its activities hereunder.
from its activities hereunder.
7. Artist agrees that he or she shall pay to Artists Limited an amount
equal to forty (40%) percent of all monies collected by Artists Limited or
through the efforts of Artists Limited on the Artist's behalf. Artist shall
not be responsible for any costs or expenses incurred by Artists Limited in
the collection of monies owed to Artist. Artists Limited shall disburse to
Artist by cheque his or her share of any final settlement within thirty
(30) days after said funds have been deposited into Artists limited bank
account. Said cheque will be directed to the address of Artist fuss written
above unless otherwise indicated by Artist in the space provided below.
(a) Notwithstanding anything to the contrary contained herein, the
right of Artists Limited to receive the foregoing percentage of monies
collected shall survive the expiration of the term hereof and shrill
continue far so long as monies shall continue to be collected if such
collection was initiated during said term.
8. Artist shall have the right at his or her sole expense to audit the
books and records of Artists Limited during its usual and ordinary business
hours upon not less than thirty (30) days written notice served upon
Artists Limited at its principal place of business by first class mail
return receipt requested. In the event the final results of any audit
indicate an error is Artist's favor in excess of five (5) percent of the
net funds collected, Artists Limited shall bear the cost of such audit.
9. The Term of this Agreement shall be five (5) years from the date of the
execution thereof.
10. This Agreement shall be governed by the laws of The State of Arizona is
respect to contracts entered into and performed wholly within the State of
Arizona. The sole and exclusive venue of any such suit brought to enforce
any provision of this Agreement shall be any Court of competent
jurisdiction in the County of Maricopa, State of Arizona.
11. In the event either Artist or Artists Limited brings suit for the
enforcement of any provision of this Retention Agreement, the prevailing
Party shall be entitled to a reimbursement by the losing Party of its
actual costs and attorney': fees.
12. This Agreement may not be assigned by either Party hereto without the
express written consent of the other Party.
13. This Agreement contains the entire understanding of the Parties and may
not be altered, amended or modified except by a writing signed by each of
the Parties.
14. This Agreement shall be binding upon the Parties hereto, their heirs,
personal representatives, successors, and assigns.
15. Artist acknowledges that he or she has sought or has had the
opportunity to seek the advice of Counsel in respect to the provisions of
this Agreement and that he or she has entered into 'this Retention
Agreement voluntarily.
16. This Agreement tray be executed in one or more counterparts, all of
which shall be deemed an original for all purposes.
17. Any failure by Artists Limited to insist upon strict adherence to any
terms) of this Retention Agreement on any occasion shall not be considered
a waiver or deprive Artists Limited of the right thereafter to insist upon
strict adherence to any term of this agreement.
18. This Retention Agreement shall become binding upon and enforceable
against Artists Limited only after acceptance and execution by Xxxx X.
XxXxxxx, the managing member of Artists Limited, L.L.C. whether or not
contract negotiations are conducted by Xxxx X. XxXxxxx or his authorized
agent.
Executed this 20th day of May, 1996
at Xxxxxxxx Xxxxxxx,
Xxxxx xx XX 00000, Xxxxxxx XXX by the parties below,
INTENDING TO BE LEGALLY BOUND
Artists Limited, L.L.C.
By: /s/Xxxxx X. Xxxxxxxx
--------------------
Xxxxx X. Xxxxxxxx
Title: Exec. V.P. HCCA, Inc.
Health Care Centers of America, Inc.
And,
By:
Artist
Business correspondence address of Artist if not same as above:
