The Talk Visual Corporation - EnterTech Media Group
Joint Venture
This agreement is entered into today the 1st of April 2000, by and between:
Talk Visual Corporation of, 3550 Biscayne Blvd, Miami Fl. 33137, (referred to
hereinafter as "TVCP"),
and ;
EnterTech Media Group of 50 West Liberty Street, suite 880, Reno, Nevada 89501
(hereinafter referred to as "EnterTech").
TVCP and EnterTech may hereinafter be individually referred to as a "Party" and
jointly referred to as the "Parties".
Recitals:
Whereby TVCP is in the business of videocalling and videoconferencing, and the
supplying to the US and Canadian market of a certain Video-telephone named the
TV 225,
And,
Whereas EnterTech are in the business of the supply and distribution of Videos,
Films, Movies and related entertainment product.
and
Whereas both TVCP and EnterTech are eager to enter into an agreement to jointly
provide entertainment related content to customers and subscribers of the new
Video-telephone product and service,
Now Therefore,
It is agreed that the Parties enter into this agreement to jointly develop the
business of delivering feature films, video based entertainment and any other
income producing visual content (the "Content") to users of the recently
announced TVCP Video-telephone TV 225 units and its successors now starting to
be marketed by TVCP as part of a service package (the "Service").
The following shall set forth the agreed basic terms, conditions and
understanding of TVCP and EnterTech (hereinafter individually referred to as a
"Party" and jointly referred to as the "Parties") for this project.
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1. Exclusive Provider of all Video Based Third party Content:
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1. a) EnterTech shall be the exclusive North American (USA and Canada)
provider to TVCP of feature films, video based entertainment and any
other income producing visual content (the "Content"). It is intended
to make the Content available to subscribers to the Service on a dial
up basis thereby giving TVCP's TV225 / Video-telephone users immediate
access to a library of feature films, short films and other related
entertainment.
1. b) It is further agreed that EnterTech shall be given the first
right of refusal to become the TVCP Content provider for every other
country worldwide. TVCP shall give to EnterTech a notice of first right
of refusal on a country by country basis as and when it becomes
applicable and EnterTech shall give their response within 30 days of
receiving such notice. EnterTech's rights pursuant to this clause shall
be granted for the full term of this Agreement and any applicable
extension period.
2. Term of this agreement (the "Agreement"):
---------------------------------------------
In recognition of the significant amount of preparatory work and
commensurate commitment by both parties to this Agreement it is hereby
agreed that the minimum duration of this agreement shall be five years
from the date of execution. Unless terminated by either party the
Agreement shall automatically renew for further periods of five years.
The agreement shall only be determinable on written notice given in
writing by either Party to the other Party at their then registered
address no less than twelve months prior to the next renewal date.
3. Licensing
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3. a) EnterTech warrants that has the right to operate and offer the
services and content in all states in the USA and Canada, and shall
maintain at all times valid and in effect such licensing as required by
the relevant authorities.
3 b). In the event EnterTech is granted rights to other countries
pursuant to paragraph 1. b) it undertakes to apply for all applicable
licenses as required, and shall maintain at all times valid and in
effect such licensing as properly required by the relevant authorities.
2
4. Availability of Content
---------------------------
EnterTech shall ensure that it shall offer a wide selection of content
materials, including but not limited to latest releases movies, news
programs, current affairs programs, documentaries, comedy films,
dramas, action films, adult films and children's programming.
4 (a) Minimum availability of Content
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Notwithstanding the undertaking of EnterTech to offer a wide selection
of content as referenced in Section 4 above, EnterTech further
undertakes to make available at the time of the launch of the provision
of Content no less than;
100 hours of Movies
100 hours of News Programs and Current Affair programs
100 hours of Children's Programs
50 hours of Documentaries
Details to be Finalized.
5. Pricing of Content
----------------------
Both parties shall mutually agree the pricing of the content provision
to the consumer. EnterTech warrants that it has the wherewithal and
abilities to, and will, acquire and offer Content at prices that shall
allow it to offer the Content to the TVCP customers and subscribers and
consumers at a reasonable cost.
6. Revenues:
-------------
The Parties hereby agree to mutually develop the principal aims of the
Joint Venture on a best efforts basis and to share equally in all
revenues directly generated by the Content. which shall be deemed to
include all ancillary revenues and advertising income. The Parties
agree herein to institute an appropriate accounting system to ensure
that all revenues generated from the Content are accurately and
promptly recorded in such a way as to make the division of revenues
simple and expedient.
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7. Mutual Consideration:
-------------------------
As an initial consideration for entering into this Agreement and for
accepting the mutual covenants and undertakings therein and to help
ensure the maximum mutual benefit the Parties have agreed to an
exchange of common, restricted shares in the amount of 3,000,000 (three
million) TVCP shares in exchange for 3,666,000 (three million six
hundred and sixty six thousand) shares of EnterTech. Each of the
Parties therefore hereby undertakes to issue to the other Party a duly
restricted stock certificate within seven working days from the
execution of this agreement.
8. Validity of terms:
----------------------
If any part of this Agreement is declared invalid for any reason, this
ruling shall not affect the validity of the rest of the Agreement. The
other parts of the Agreement shall remain in effect as if the Agreement
had been executed without the invalid part. The Parties hereby declare
that they intend and desire that the remaining parts of the Agreement
to continue to be effective without any part or parts that have been
declared invalid.
9. Binding agreement:
----------------------
This Agreement and each of its provisions shall be binding on the
heirs, executors, administrators, successors, and assigns of each of
the parties hereto. The effective date of the agreement shall be 1
March 2000.
10. Full Agreement of the Parties:
-----------------------------------
The foregoing Agreement contains the basic terms and conditions of the
Parties' agreement and supercedes all previous discussions,
representations and agreements. Any and all Modifications or Amendments
to this Agreement must be in writing and signed by both Parties.
11. Assignment
---------------
Both parties shall have the rights to assign their obligations and
rights to a third party, subject to giving the other party a minimum of
30 days notice. The notified party shall have the rights to object to
the assignment if it so deems the proposed transaction is detrimental
to the ongoing business activities contemplated herein and would have
negative effects on its own interests. Otherwise, permission to assign
shall not be unreasonably withheld.
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12. Joint Preparation of the Agreement:
----------------------------------------
Both Parties acknowledge and agree that they have obtained, or had the
opportunity to obtain, the advice and counsel of their own respective
attorneys and advisors with respect to the language, terms and
conditions of this Agreement, and that the Parties are deemed the joint
drafters of this Agreement for all purposes of construction and
interpretation.
13. Notices
------------
All notices shall be sent by registered mail to the following addresses
of the parties. In the event there is a change of address of either
party, the said party shall notify the other within 7 days of such
change.
Talk Visual Corporation : 3550 Biscayne Blvd, Miami, Florida 33137
Entertech Media Group : 50 West Liberty Street, suite 880, Reno, Nevada
89501
14. Jurisdiction:
------------------
The validity of this Agreement and of any of its terms or provisions,
as well as the rights and duties of the parties under this Agreement,
shall be construed pursuant to and in accordance with the laws of the
State of Nevada. Parties agree that the interpretation of the validity
of this Agreement, as well as the rights and duties of the parties
under this Agreement, shall be subject to the jurisdiction of Reno,
Nevada.
15. Arbitration
----------------
Both parties agree that in the event of a dispute arising under the
terms of this agreement they will submit their claims to the American
Association of Arbitration., and agree to be bound by the decision of
the arbitrator.
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The parties enter into this agreement on this day, the 1st Day of
April, 2000 in Los Angeles County, Los Angeles California.
EnterTech Media Group, Inc. Talk Visual Corporation.
By: /s/ John Daly By: /s/ Michael Zwebner
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John Daly Michael Zwebner
It's Chairman It's Chairman