Exhibit 2.2
Assignment of Rights and License Agreement
This Agreement is made as of January 20,
2004, between Earthworks Entertainment,
Inc., with offices at 324 Datura
Street, West Palm Beach, FL 33314, and its
designees and assignees (hereinafter
"Company",
"Assignee" and/or
"Licensee");
and Peter Keefe, with offices at 6467 Zuma View
Place, Unit #160, Malibu Beach,
CA 90265 (hereinafter "Assignor" and/or
"Licensor").
The parties hereto, intending to be legally
bound, agree as follows:
W I T N E S S E T H:
WHEREAS, Licensor is the sole owner of the trademarks, service marks, and
registrations set forth herein
("Trademarks"); and
WHEREAS, Licensor is the sole owner of the
copyrights
and registrations set
forth herein ("Copyrights"); and
WHEREAS, Licensor is the sole owner of the
merchandising and licensing rights to
certain intellectual properties set forth herein
("Merchandising and
Licensing
Rights"); and
WHEREAS, Licensor holds certain rights to the profits and income streams
generated by certain intellectual properties set forth herein
("Profit Rights
and Income Stream Rights"); and
WHEREAS, Licensor has the power and authority to grant to Licensee the
right,
privilege, and license to use the
Trademarks,
Copyrights,
Merchandising
and
Licensing Rights, Profit and Income Stream Rights on
or in association with the
goods and services covered by the
registrations for the intellectual properties
("the Licensed Products and Services");
and
WHEREAS, Licensee desires to obtain from Licensor a license to use the
Trademarks on or in association with the
Licensed Products and Services; and
WHEREAS, Licensee desires to obtain from Licensor a license to use the
Copyrights on or in association with the
Licensed Products and Services; and
WHEREAS, both Licensee and Licensor are in
agreement with respect
to the terms
and conditions on which Licensee shall use the Trademarks, Copyrights,
Intellectual Properties, Merchandising and Licensing Rights, Profit Rights,
Income Stream Rights, Licensed Products and
Services.
NOW, THEREFORE, in consideration of the promises and agreements set forth
herein, the parties, each intending to be legally bound
hereby, do promise and
agree as follows:
1. LICENSE
Licensor hereby grants to Licensee,
for the Term of this
Agreement as
recited
herein, the right and license to use the
Trademarks
and Copyrights on, or in
association with, the Licensed Products and Services in the
Licensed Territory
(hereinafter the "License"). It is
understood and agreed that this License shall
pertain only to the Trademarks and
Copyrights for the Z~Force property Licensed
Products and Services and does not extend
to any other mark, product or service.
Licensor also grants to Licensee his
interest in the rights
described below for
other
<PAGE>
Licensed Products and Services The Licensed
Products and Services are currently
known as:
A.
Z~Force
B. Nine
Dog Christmas
C. Nine
Dog Night of Fright
Licensor guarantees that his interest in
the Licensed Products and Services are
as follows:
Rights Acquired
Property Name
Interest
----------------
-------------
--------
1. Profit Participation Ownership
Z~Force
45%
2. Global Management and Control of TV
&
Home Video/DVD Sales,
Merchandise,
Licensing &
Distribution
Z~Force
100%
3. USA TV Distribution Rights
Nine Dog Christmas
100%
4. USA TV Distribution Rights
Nine Dog Night of Fright 100%
5. Gross Revenue - Merchandise Licensing
Nine
Dog Christmas
5%
6. Gross Revenue - Merchandise Licensing
Nine
Dog Night of Fright 5%
7. Gross Revenue - Home Video/DVD Sales
Nine Dog
Christmas
2%
8. Gross Revenue - Home Video/DVD Sales
Nine Dog Night
of Fright
3%
9. Profit Participation Ownership
Nine Dog Christmas
3%
10. Profit Participation Ownership
Nine Dog Night of Fright 12%
Licensor has provided Licensee with all appropriate documentation proving
Licensor's ownership and/or control of the
rights as described herein, together
with any signatures or clearances that have been reasonably requested by
Licensee to prove such ownership and/or
control.
2. TERM AND TERRITORY OF THE
AGREEMENT
A. TERM
This Agreement and the provisions hereof,
except as otherwise provided, shall be
in full force and effect commencing on the
date of execution by both parties and
shall extend for a period of Ten (10)
Years (the "Term"). Licensee shall,
thereafter, have the option of renewing the
Agreement for an additional ten year
Term, provided that the parties mutually agree to renew the Agreement at
the
expiration of the Term. In the event that
Peter Keefe's
Employment
Agreement
with the Company shall be terminated
prior to the
expiration of its term, or at
any time thereafter, Peter Keefe shall continue to be
the manager and ultimate
controller of all rights and administration for the Z-Force and Nine Dog
properties, including all areas of production, distribution, sales and
marketing, licensing and any and all other
forms exploitation.
<PAGE>
B. TERRITORY
The Territory of this Agreement
("Territory") shall be the World.
3. COMPENSATION
In consideration for the License granted
hereunder for the Term
hereunder, and
for any option to renew such Licenses,
Licensee agrees:
A. Licensee shall deliver to Licensor the
shares and/or warrants as described in
Company's Form 10- KSB as filed for the
Fiscal Year ended
September 30,
2003,
payable in accordance with the terms of Company's
Form 10-KSB as filed
for the
Fiscal Year ended September 30, 2003.
B. Licensee shall acquire, and Licensor hereby assigns,
the global
Management
Administration of the rights for: TV and
Home Video/DVD,
Merchandise
Licensing
and Distribution of the property currently known as "Z~Force" in
exchange for
One Million (1,000,000) restricted shares of Company's common stock, or a
warrant/share combination, as mentioned
below. Licensor shall personally, at his
sole discretion, determine and control the
administration and
execution of all
aspects of the aforesaid rights Management
and Administration.
C. Licensee shall acquire, and Licensor hereby assigns,
Licensor's
forty-five
(45%) percent profit participation in the
property currently known as "Z~Force",
in exchange for Eight Million (8,000,000)
restricted shares of
Company's common
stock, or a warrant/share combination, as
mentioned below.
D. Licensee shall acquire, and Licensor
hereby assigns, Licensor's United States
broadcast, cable, satellite, pay-per-view and all other
so-called "television
broadcast rights" currently in existence or
either commenced or invented in the
future, for the properties currently known
as "Nine Dog Christmas" and "Nine Dog
Night of Fright". Licensor shall
personally, at his
sole discretion,
determine
the administration and execution of all aspects of
the "television
broadcast
rights".
E. Licensee shall acquire, and Licensor
hereby assigns, Licensor's gross revenue
participation in the so-called "merchandise
licensing",
"home video sales"
and
Licensor's profit participation position in the property
currently known as
"Nine Dog Christmas". Licensor shall personally, at his sole discretion,
determine the administration, execution and control of all aspects of
these
categories of commercial exploitation.
F. Licensee shall acquire, and Licensor
hereby assigns, Licensor's gross revenue
participation in the so-called "merchandise licensing" and "home video
sales",
and Licensor's profit participation
position in the
proper
