More From July 8k filing here what piercy gets I believe out of this deal now..
sec.gov
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. Seller hereby grants to Buyer for the Term of this Agreement as
recited herein the exclusive right and license to use the Intellectual Property
in connection with an internet web-site being developed by Buyer for the sale of
pre-recorded music.
2. TERM OF THE AGREEMENT.
2.1 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 ten (10) years (the Term). Buyer shall, thereafter,
have the option of renewing the Agreement for an unlimited number of additional
five (5) year Extended Terms.
2.2 In the event that the audited financial statements of Seller have been
completed and are deemed acceptable to Buyer, in accordance with the Asset
Purchase Agreement, and the assets are acquired, Buyer will own the Intellectual
Property and this license shall automatically expire.
3. COMPENSATION.
3.1 In consideration for the license granted hereunder, Buyer agrees to pay
to Seller a royalty of one percent (1%) of the net income, if any, generated as
a result of sales of pre-recorded music by Buyer on or through the internet web
site during the Term of this Agreement, as may be extended in accordance with
paragraph 2.1 hereinabove.
3.2 Royalty payments shall be payable within sixty (60) days after the end
of each fiscal quarter ended March 31, June 30, September 31, and December 31 of
each calendar year (each fiscal quarter is referred to as a "Royalty Period").
3.3 Net income shall be defined in accordance with generally accepted
accounting principals.
4. TRADEMARK NOTICES.
4.1 Buyer agrees to comply with the marking provisions of the trademark,
patent and copyright laws of the United States with respect to any trademarks.
4.2 Buyer agrees that all promotional, packaging, and advertising material
shall include all appropriate legal notices as required by Seller.
5. INTELLECTUAL PROPERTY RIGHTS.
5.1 Buyer acknowledges Seller's exclusive rights in the Intellectual
Property and, further, acknowledges that the Intellectual Property is unique and
original to Seller and that Seller is the owner thereof. Buyer shall not, at any time during or after the effective Term of the Agreement, dispute or contest,
directly or indirectly, Seller's exclusive right and title to the Intellectual
Property or the validity thereof.
5.2 Buyer agrees that its use of the Intellectual Property inures to the
benefit of Seller and that the Buyer shall not acquire any rights in the
Intellectual Property as a result of this license.
6. TERMINATION. The following termination rights are in addition to the
termination rights that may be provided elsewhere in the Agreement:
6.1 Seller's Right of Termination. Seller shall have the right to
immediately terminate this Agreement by giving written notice to Buyer in the
event that Buyer does any of the following:
(a) Commencing in the second year of the Term, ceases to generate any
revenue from sales of pre-recorded music on or through the
internet web-site for two (2) consecutive Royalty Periods.
(b) Fails to make two (2) consecutive required royalty payments in
full.
6.2 Right to Terminate Upon Notice. Either Seller or Buyer may terminate
this Agreement on ninety (90) days' written notice to the other party in the
event of a breach of any provision of this Agreement by the other party,
provided that, during the 90-day period, the breaching party fails to cure such
breach.
6.3 Buyer's Right to Terminate. Buyer shall have the right to terminate
this Agreement at any time on ninety (90) days' written notice to Seller, such
termination to become effective at the conclusion of such 90-day period.
6.4 Automatic Termination. In the event that the audited financial
statements of Seller have been completed and are deemed acceptable to Buyer, in
accordance with the Asset Purchase Agreement, and the assets are acquired, Buyer
will own the Intellectual Property and this Agreement shall automatically
expire.
7. NOTICES.
7.1 Any notice required to be given pursuant to this Agreement shall be in
writing and mailed by certified or registered mail, return receipt requested, or
delivered by a national overnight express service.
7.2 Either party may change the address to which notice or payment is to be
sent by written notice to the other party pursuant to the provisions of this
paragraph.
8. JURISDICTION AND DISPUTES. The parties agree that this Agreement and the
transactions contemplated hereby shall be construed and enforced in accordance
with the laws of the State of Florida, and that any action or proceeding that may be brought arising out of, in connection with or by reason of this Agreement
shall be brought only in a court of competent jurisdiction within the county of
Pinellas, Florida. Each of the parties hereto hereby submits, unconditionally
and irrevocably, to the jurisdiction to the aforesaid courts for the purpose of
any such lawsuits, agree to accept service of process by mail, and hereby waive
any jurisdictional or venue defenses otherwise available to it.
9. AGREEMENT BINDING ON SUCCESSORS. The provisions of the Agreement shall be
binding on and shall inure to the benefit of the parties hereto, and their
heirs, administrators, successors, and assigns.
10. WAIVER. No waiver by either party of any default shall be deemed as a
waiver of prior or subsequent default of the same or other provisions of this
Agreement.
11. SEVERABILITY. If any term, clause, or provision hereof is held invalid or
unenforceable by a court of competent jurisdiction, such invalidity shall not
affect the validity or operation of any other term, clause, or provision and
such invalid term, clause, or provision shall be deemed to be severed from the
Agreement.
12. ASSIGNABILITY. The license granted hereunder is personal to Buyer and shall
not be assigned to any third-party by any act of Buyer or by operation of law;
provided, however, that Seller agrees that Buyer may assign the license at any
time to TSIG, or to any wholly-owned subsidiary of Buyer or TSIG.
13. MODIFICATION. This Agreement shall not be modified or amended except in
writing signed by the parties hereto and specifically referring to this
Agreement.
14. COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument. Execution and delivery of this Agreement by exchange of facsimile
copies bearing the facsimile signature of a party hereto shall constitute a
valid and binding execution and delivery of this Agreement by such party. Such
facsimile copies shall constitute enforceable original documents.
Looks like we give Mr Piercy 1% of the royaltities since CCI deal has be canned so he does get something out of this deal the only way TSIG can lose the card concept is if TSIG fails to pay Piercy his cut of the royalties at the end of each quarter...
David
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