SYNCHRONIZATION AND USE
LICENSE
This
Synchronization and Use License (“Agreement”) is
entered into as of the 22 nd day of October, 2008, by and between B
& H Pictures, Inc., a New Brunswick, Canadian corporation
(hereinafter, referred to as the “Producer”), whose
address is 11 Pine Court, Maugerville, New Brusnwick, Canada E3A
8M8, and Global Entertainment Holdings, Inc., a Nevada corporation
(hereinafter, referred to as the “Licensor”), whose
address is 650 N. Bronson Avenue, Suite B-116, Los Angeles,
California 90004 USA.
In
consideration of the mutual covenants contained herein, and for
other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as
follows:
1. This
Agreement is entered into with respect to those certain musical
compositions that are set forth under Schedule A (the
“Compositions”), attached hereto and made a part of
this Agreement, with respect to that certain feature-length, motion
picture intended to be produced by the Producer, currently entitled
“Blue Seduction” (the
“Picture”).
2. The
term of this Agreement (the “Term”) shall commence with
the date of execution hereof, and shall continue for a period of
twenty-five (25) years. The territory covered by the
license rights to the Compositions under this Agreement, shall be
the Universe (the “Territory”).
3. Licensor
hereby grants to Producer and its successors, licensees and
assigns, the non-exclusive right for the Term hereof to record the
Compositions in any manner, medium, form or language, in each
country of the Territory in synchronization for timed relation with
the Picture, and to make copies of such recordings in connection
with the exploitation of the Picture. As part of the consideration
paid for the Compositions, Licensor agrees to cover costs of
delivery of materials and to effect certain modifications requested
as requested by Producer for insertion into the Picture.
4. Licensor
hereby grants to Producer and its successors, licensees and
assigns, the non-exclusive and irrevocable right and license, for
the Term hereof, to publicly perform for profit or non-profit, and
to authorize others to so perform, the Compositions as part of the
exhibition or other exploitation of the Picture, and in any and all
advertising or other publicity for the Picture, in the Territory,
in any and all media now known or hereafter devised, including,
without limitation, theatrical exhibition, television exhibition
(including without limitation, free, pay, cable and satellite
television) and by means of videograms (which include, without
limitation, videocassettes and videodiscs).
5. Licensor
also grants to Producer for the Term hereof, the non-exclusive
right to use and to license others to use Licensor’s name in
connection with Producer’s exploitation of the Picture;
provided that such use is not in the form of a product or service
endorsement without Licensor’s prior written consent in each
instance.
6. As
full and complete consideration for the rights granted to Producer
hereunder, Producer shall pay to Licensor the sum of Twenty Five
Thousand ($25,000.00) Dollars (U.S.), due and owing upon the
execution hereof, and payable as follows: (i) the sum of
Ten Thousand ($10,000.00) Dollars (U.S.) shall be paid on or before
November 14, 2008; and (ii) the balance of Fifteen Thousand
($15,000.00) Dollars (U.S.) shall be paid from Contingency Funds
upon completion of principal photography of the Picture, but in no
event later than December 15, 2008.
7. Licensor
represents and warrants that Licensor has the full right, power and
authority to enter into this Agreement and to grant the rights
agreed to be granted hereunder. Licensor hereby agrees
to defend, indemnify and hold harmless Produ
