EXHIBIT 10.3
LICENSING AGREEMENT
Entered into as of the 13th day of August, 1996
By and between: IMPRINT RECORDS
209 10th Ave. S., Suite 500
Nashville, Tennessee 37203-4101
(hereinafter referred to as "Licensor")
and PARADOXX MUSIC
Rua Pinto Ferraz, 58
Vila Mariana
Sao Paulo - SP
Brasil
(hereinafter referred to as "Licensee")
The following will confirm the essential terms and conditions respecting the
Licensee's rights and obligations to perform as the Licensor's exclusive
distributor in the territory of Brasil ("the Territory") (subject to the terms
and conditions set forth below) for compact disc and cassette formats.
1. Term: The term of this agreement ("Term") shall commence on the date
hereof and shall end three (3) years thereafter. Paradoxx shall have the
exclusive distribution rights with respect to any master licensed hereunder for
a period of no less than twelve (12) months from the initial release in the
territory; provided, however, that if any particular master achieves gold status
prior to the twelve (12) date, then Paradoxx shall have an additional six (6)
months to exclusively distribute that master and if any particular master
achieves Platinum status prior to the twelve (12) month date, then Paradoxx
shall have an additional twelve (12) months to exclusive distribute that master.
Upon the expiration of the term with respect to any particular master
all parts, masters, film, etc. shall be either returned to Imprint or destroyed
as evidenced by an affidavit and Paradoxx shall provide Imprint with an
accounting of all outstanding inventory and Paradoxx shall either sell same to
Imprint at its cost of manufacturing or promptly destroy such inventory.
2. Ownership: The Licensor hereby warrants and represents that it is the
owner of all rights in respect to the albums offered for release (hereinafter
referred to as "The Masters") and that the Licensor possesses the full rights,
power and authority to enter into this agreement with the Licensee.
3. Distribution Rights:
(a) Licensee shall be the Licensor's sole and exclusive distributor for the
Territory (Brasil). Licensor shall deliver to Licensee a copy of each album
recorded by any of its artists during the term within one (1) month from such
album's delivery to Licensor. The Licensee shall have thirty (30) days to elect
to commercially release such delivered album in the Territory and such album
shall then become a licensed album hereunder and such artist shall be deemed to
be an artist hereunder. If Licensee elects not to release an album by a
particular artist during the term, then Licensee shall have no further rights
hereunder to recordings by that particular artist during the term except at
Licensor's sole discretion. In the event that Licensee sells product outside of
the Territory or sells product to an individual or company that it knows is
engaged in selling products outside of the Territory, Licensor shall have the
right to terminate this agreement immediately and all of the exclusive rights
granted to Licensee hereunder shall terminate immediately.
(b) Notwithstanding the foregoing, the Licensor shall retain the right to
sell product directly to any retail account in the Territory to whom the
Licensee cannot or will not sell.
4. Product Pricing: Product pricing for sale in the Territory shall be
determined by Licensee in consultation with the Licensor.
5. Mechanical Royalties: All mechanical royalties and/or any other
royalties or payments that are based on the sale of records by Licensee (other
than those payments or royalties that Licensor is required to make to the
Artist) shall be paid by Licensee and shall not be recoupable hereunder or
charged back in any manner to Licensor.
6. Packaging: The Licensor shall provide Licensee with fully packaged
copies of Licensor's products. With respect to records manufactured by Licensee,
it shall use identical artwork and packaging as utilized by the Licensor in
connection with the applicable record, with sole addition of a legal line
indicating Licensee's exclusive right to manufacture and distribute Licensor
product in the Territory. Licensee shall be responsible for all product costs
including artwork, film, manufacturing parts, video copies and shipping, and
such costs shall not be recoupable hereunder or charged back in any manner to
Licensor.
7. No Revision: Licensee shall not in any manner add to, edit or revise the
Licensor's product packaging thereof without the Licensor's consent.
2
8. Royalties/Advances:
(a) In connection with each album title ("Title") to be supplied by
the Licensor to the Licensee for manufacture, Licensee shall pay the
Licensor a royalty of XXXXXXX percent (XXXX%) of full price PPD (US$XXXXX).
(b) Licensee shall pay the Licensor an advance of XXXXXXXXX Dollars
(US$XXXXXX) for the first option on each title owned by Licensor released
within first year of agreement, payable upon option to release. Value of
advances for second and third years of agreement will be determined by
Licensor in agreement with Licensee. Said advance shall be recoupable, on
an artist-by-artist basis and therefore not cross-collateralized, from
monies payable in connection with the particular artist for whom the
advance is paid.
9. Force Majeure/Labor Relations: Should Licensee be unable to distribute
Licensor's records for any reason, including without limitation, work
stoppage, in excess of thirty (30) consecutive days during the term
hereof, then Licensor will have the right to terminate this agreement at
any time thereafter.
10. Accounting/Audit Rights:
(a) Licensee shall account to Licensor for all sales hereunder within
forty-five (45) days after the end of each calendar semester. Said
accounting shall provide a detailed and specific list of all sales during
the applicable period for any reason.
(b) Licensor shall have the right to audit all manufacturing and sales
records with regard to this agreement, not more than once per year. In the
event of a discrepancy in excess of five percent (5%), you shall pay all
costs of such audit.
11. Returns: No royalties shall be paid upon returns.
3
12. No Sub-Licensing/Compilations: No recordings manufactured and/or
distributed by Licensee hereunder shall be embodied in any configuration other
than the long-playing album from which the recording is derived, without
Licensor's prior written consent in each instance.
13. Marketing/Promotion: All marketing and promotion activities utilizing
the Licensor's or those of its artists shall be subject to its prior approval.
14. Copyright and Trademark Protection: Licensee shall take all reasonable
measures to protect all copyrights and trademarks in connection with each title
and the artwork, recordings, compositions and recording artist names embodied
thereon with respect to the entire Territory.
15. Claim of Breach: Except as specifically provided for herein, in the
event of a claim of breach by either party of any of the terms and conditions
hereof, the party claiming shall provide notice to the other party of such claim
and the party receiving such notice shall have thirty (30) days within which to
cure such alleged breach.
16. Notices: All notices to Licensor hereunder shall be sent via air
express to IMPRINT RECORDS at the following address:
IMPRINT RECORDS
209 10th Ave. S., Suite 500
Nashville, Tennessee 37203-4101
USA
All payments hereunder shall be transmitted by wire to IMPRINT RECORDS
designated account, the appropriate identity of which will be provided to
Licensee shortly after the execution hereof.
All notices to Licensee shall be sent to:
PARADOXX MUSIC
Rua Dr. Pinto Ferraz, 58
Vila Mariana
Sao Paulo
04117-040 Brazil
4
17. Venue and Jurisdiction: This contract is entered into the City of
Nashville in the State of Tennessee. Any and all controversies pertaining to
this agreement shall be governed by the laws of the said state. Any and all
actions concerning this agreement shall be maintained in the courts of the
County of Nashville, State of Tennessee.
18. Attorney's Fees: In the event Licensor has to institute any legal
action against Licensee to enforce any of its rights under this agreement,
Licensor shall be entitled to all attorneys' fees and court costs, the contrary
Licensee against Licensor being equally true.
19. Effectiveness of this Agreement: This agreement shall not be deemed
effective until fully executed by both parties hereto.
20. Withholding Tax: Licensee is hereby authorized to deduct from any money
payable to Licensor portion of it as required to withhold by way of local law,
statute or decree by way of so-called "withholding tax" and where double
taxation treaty forms are available, Licensee shall provide such forms at lease
once a month in advance of the due date for payment so that Licensor shall not,
wherever possible, suffer the "withholding tax". Licensee will notify Licensor
of the details of any money so withheld or payment made to the relevant
authority by Licensee and will deliver to Licensor the appropriate certificate
of deduction.
AGREED TO AND ACCEPTED:
IMPRINT RECORDS
By /s/ Wayne Halper
- ----------------------------------------
Wayne Halper
AGREED TO AND ACCEPTED:
PARADOXX MUSIC
By /s/ Fernando Perrell
- ----------------------------------------
Fernando Perrell
5