EXCLUSIVE LICENSE
AGREEMENT
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Global
Entertainment Holdings, Inc. a corporation incorporated under the laws of
Nevada, having its registered office at 650 N. Bronson Avenue,
Suite B-116, Los Angeles, CA 90004, USA represented herein by Gary
Rasmussen, its Chief Executive Officer and duly authorized officer
as he so declares,
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Hereinafter
referred to as “ Licensor ”
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Global
Universal Pictures, Inc. , a corporation incorporated under the laws of
New Brunswick, having its registered office at 11 Pine Court,
Maugerville, New Brunswick, E3A 8M8 Canada, represented herein by
Jacqueline Giroux, its President and duly authorized officer as she
so declares,
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Hereinafter referred to as “
Licensee ”
IT IS
AGREED:
The following
words, wherever used in this Agreement or in any deeds or
agreements supplemental or ancillary hereto, shall have the
following meanings:
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“
Film ” means and refers to up to 1 x 95 - 100
minute Feature Film production project, (including credits and
music video ) more fully described as follows:
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“Blue
Seduction” (
working title )
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Global
Entertainment Holdings, Inc.
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as more fully
described in Schedule “A”attached hereto.
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“
WORK ” means and refers to the project described in
above article 1.1, including:
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the Concept of
the Film ;
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1.3 “
Television " means and refers to any and all forms and
technologies of television, whether now known
or hereafter devised, including without limitation,
television forms commonly referred to as "Free TV", "PayTV",
"Public TV", "DBS", "Cable TV" and "Subscription TV".
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“ Merchandising Rights ”
means and refers to those rights required for manufacture, sale and
distribution of all merchandise including but not limited to
brochures, comics, cartoons, posters, programmes, toys, games,
electronic media products now known or unknown (including but not
limited to interactive games, programmes for Internet or mobile
phones, Internet and mobile phones downloadables) (“
Electronic Media Products ”), novelties, combined
packages of books, records, fabrics, apparel, food, drinks and
other goods and other premiums promotions and commercial tie-ins
featuring, containing or consisting of the names, characters,
items, symbols, trademarks, designs, logos, Licensees and
catch-phrases, likenesses and visual representations of the
literary and/or artistic characters created, described or portrayed
in the WORK.
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“ Home
Video/DVD ” means and refers to copies of programs
on tape, disc, cassette, laser disc, CD-ROM, DVD or any other
similar format manufactured and intended primarily for private,
in-home exhibition, and to the selling, rental and location of such
copies on all possible carrier materials currently known or
developed in the future.
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“Distribution ” means and refers to any and all
activities related to the commercial release of the Film and
products derived therefrom, including the sale, the location and
distribution thereof by any and all means currently known or
developed in the future, including electronic
distribution.
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“
Broadcast ” means and refers to communication to the
public by telecommunication of the Film including transmission and
retransmission thereof via any television distribution system or by
cable, satellite and any other means currently know or developed in
the future, including broadcasting via Internet and mobile
telephones.
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EXCLUSIVE
GENERAL LICENSE
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Object - Subject to the terms and conditions of this
Agreement, the Licensor hereby grants to Licensee the world-wide
and exclusive licence to use the WORK and to authorize the use
thereof for and in connection with the following
purposes:
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the writing, production, publication,
broadcast, distribution, public performance and promotion of the
Film throughout the world in all languages and in all distribution
markets, including but not limiting to Television, Home Video/DVD,
non-theatrical and theatrical markets.
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the exercise of
all Merchandising Rights in respect of the Film and the
exercise of all so-called "commercial tie-up" rights (as this
expressions is used in the Film and television industry) in respect
of the WORK, which include without limitation all rights required
for the manufacture, sale and other exploitation of whatsoever
nature of goods, souvenirs, products, facilities and commodities of
all kinds reproducing, depicting, making reference to or based on
or decorated with the title, characters, scenes and incidents of or
articles appearing in the WORK or in the Film ; (Hereinafter
referred to as “ GENERAL LICENCE” ).
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Term
- Subject to provisions
of article 2.3 below and to the other terms and conditions
of this Agreement, the GENERAL LICENSE granted hereunder
shall vest in Licensee upon execution of this Agreement without any
term restrictions.
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Conditions
of use - The GENERAL
LICENSE is deemed subject to the execution of the following
conditions:
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2.3.1 Gary
Rasmussen will be an Associate Producer for the duration of the
Film.
2.3.2 Subject
to the provisions of the Agreement, Licensee shall accord the
following credit on the negative of the Film and on all positive
copies of the Film made or issued by Licensee in the opening
credits in the words "Original concept Global Entertainment
Holdings, Inc. " and “Associate Producer Gary
Rasmussen” and in all advertising and paid publicity issued
by or under the immediate control of Licensee other than teaser
trailers list group and advertising of eight column inches or less
in size and other than special advertising or publicity relating to
the screenplay upon which the Film is based or to commercial tie
ups and other radio or television advertising or publicity written
in narrative form PROVIDED ALWAYS that Licensee shall not be liable
for any failure or default by any third party concerned in the
exploitation of the Film in giving such credit nor for any
accidental breach of its obligations under this sub-clause (but
Licensee will use all reasonable endeavours to remedy any such
accidental breach by it of which notice is given to it if such
remedy is possible and all reasonable endeavours to obtain the
remedy of a remediable breach by a third party) and the rights and
remedies (if any) of Licensee or of the Licensor in the event of
breach of this sub-clause shall be limited to Licensee or to the
Licensor's right (if any) to recover damages in an action at law
and in no event shall be entitled by reason of any such breach to
enjoin or restrain the distribution exhibition or other
exploitation of the Film.
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Subject to
financing of the Film, Licensee agrees to pay to the Licensor as
all-inclusive remuneration and as consideration in full for all
rights granted or to be granted hereunder, the following
compensation: (i) a sum of CA$150,000, and (ii) revenue
representing 50% of the share of Licensee in the Net Receipts of
the Film. For the purposes of this Agreement, the term “
Gross Receipts ” shall mean all monies (including all
amounts from advances, guarantees, security deposits and awards)
received by Licensee (or its wholly owned subsidiary created for
the sole purpose of producing the Film) or distributors from the
lease, sub-license, sale, rental, barter, distribution, broadcast,
exhibition, performance, exploitation or other exercise of each
licensed right in the Film all without deductions, (where such
deductions shall include but not be limited to any withholding or
other taxes paid or deducted at source) throughout the
Universe. These amounts exclude presales, advances, and
minimum guarantees, as well as third party investments or other
instruments used to produce the Film.
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For the purpose
of this Agreement, the term “ Net Receipts
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