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EXHIBIT 10.11
AGREEMENT REGARDING THE ASSIGNMENT AND ASSUMPTION
OF THE RIGHT TO RECEIVE SHEET MUSIC
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is entered
into this _______ day of _______________, 2000, by and among the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
L.L.C. ("▇▇▇▇▇ ▇▇▇▇▇▇▇▇"), a Washington limited liability company, Avtograf
Corporation, a Russian joint stock company ("Avtograf")(▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and
Avtograf are collectively referred to herein as "Assignors"), ▇▇▇▇▇▇▇.▇▇▇
Corporation, a Washington corporation ("Assignee") and Music Production
International, a Russian corporation ("MPI").
Recitals
WHEREAS, Assignors desire to assign to the Assignee all of Assignors'
right, title, and interest in such agreements and obligations as more
particularly described below; and
WHEREAS, Assignee desires to accept such assignment from Assignors and
receive digital sheet music from MPI in connection with this Agreement and that
certain Agreement Regarding the Assignment and Assumption of Sheet Music
Production (the "Production Agreement") attached hereto as Exhibit A.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignors, Assignee and MPI agree,
joint and severally, as follows:
1. Assignment. Assignors assign, set over, transfer, convey, and sell to
Assignee, for total consideration to be paid to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in the amount of
one million dollars ($1,000,000), plus interest, all of Assignors' right, title,
and interest in and to that certain agreement between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and
Avtograf whereby Avtograf has agreed to provide ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with at least
270,000 pages of digital sheet music as a result of an investment made by ▇▇▇▇▇
▇▇▇▇▇▇▇▇ in Avtograf (the "Assignors' Agreement"). This assignment includes,
without limitation, the right to receive from MPI, in accordance with the terms
of that certain Production Agreement, a minimum of four thousand five hundred
(4,500) pages of digital sheet music per month, beginning on or about
_____________, 2000, and continuing for a period of five (5) years. The total
number of pages of digital sheet music to be purchased by the Assignee, and to
be provided by MPI, shall equal 270,000 (the "Production Amount").
All of the right, title and interest in the digital sheet music assigned
to Assignee by Assignors shall be subject to satisfying Assignee's qualitative
standards. To the extent any page of digital sheet music provided by MPI to
Assignee does not satisfy the qualitative requirements of the Assignee, such
digital sheet music will not be deemed accepted by the Assignee and,
accordingly, will not be included in the four thousand five hundred (4,500)
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pages of digital sheet music required to be provided to the Assignee on a
monthly basis by MPI. By execution hereof, Assignee accepts the terms of this
Agreement, and is entitled to enforce all terms, conditions, and covenants made
by either Avtograf, MPI, or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as set forth in either the
Assignors' Agreement, as modified by either this Agreement or the Production
Agreement.
2. Payment. The payment of one million dollars ($1,000,000) shall be
made by certified check or money order by Assignee to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLC in
annual installments of two hundred thousand dollars ($200,000) over a five year
period, with the first such installment to occur twelve (12) months after the
date of this Agreement and each succeeding installment payment to occur twelve
(12) months after the previous payment.
3. Representations. Assignors represent and warrant that Assignors are
the owners of all interests conveyed hereby; that there is no default now
existing under the Assignors' Agreement; that the Assignor's Agreement is valid
and enforceable in accordance with its terms; that Assignors have full and
lawful authority to assign the Assignors' Agreement; and that Assignors will
defend the assignment and sale under this Agreement against all persons claiming
the same or any part thereof. In the event of such a claim, upon Assignors'
written request, Assignee shall make available to Assignors all documents, or
copies thereof, as are necessary to defend such a claim, and shall cooperate
with Assignors as is reasonably necessary, at no expense to Assignee, to defend
such a claim.
4. Indemnification. Assignors hereby agree to indemnify and hold the
Assignee harmless from and against any loss, expense, or liability (including
attorneys' fees, expenses of litigation, and costs of appeal) resulting from
Assignors' breach of any of Assignors' responsibilities and obligations under
the Assignors' Agreement assigned hereunder which may accrue prior to the date
hereof. Assignors further agree to indemnify and hold the Assignees harmless
from and against any loss, expense, or liability (including attorneys' fees,
expenses of litigation, and costs of appeal) resulting from any breach of the
Assignors' responsibilities and obligations under the Assignors' Agreement
assigned hereunder and assumed by the Assignee which may accrue from and after
the date hereof.
5. Recourse. To the extent the Assignee fails to receive or accept any
part or all of the Production Amount, then the Assignee shall have a right of
recourse against ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for those pages of sheet music not provided or
otherwise deemed unacceptable by the Assignee. This right of recourse shall
entitle the Assignee to receive that dollar amount equal to the product of (x)
the total number of pages of sheet music either not received by the Assignee or
deemed unacceptable by the Assignee multiplied by (y) $3.70 per page.
6. Integration. This Agreement and the terms of the Production Agreement
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contain the entire understanding and agreement of the parties with respect to
the subject matter set forth herein, superseding any and all prior agreements,
written or oral, between the parties regarding the subject matter hereof.
7. Successors and Assigns. This Agreement shall inure to and be binding
upon the parties hereto and their respective heirs, successors, and assigns.
8. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington.
EFFECTIVE as of the day and year first set forth above.
ASSIGNEE:
ASSIGNOR:
▇▇▇▇▇▇▇.▇▇▇ Corporation, a
The ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L.L.C., a Washington corporation
Washington limited liability company
By By
--------------------------------- ---------------------------------
Its Its
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ASSIGNOR:
Avtograf Corporation, a Russian Music Production International, a
joint stock company Russian corporation
By By
--------------------------------- ---------------------------------
Its Its
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Exhibit A to
Exhibit 10.11
AGREEMENT REGARDING THE ASSIGNMENT AND ASSUMPTION
OF SHEET MUSIC PRODUCTION
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is entered
into this _______ day of ____________, 2000, by and among the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
L.L.C., a Washington limited liability company ("▇▇▇▇▇ ▇▇▇▇▇▇▇▇") and Avtograf
Corporation, a Russian joint stock company ("Avtograf") (Avtograf and ▇▇▇▇▇
▇▇▇▇▇▇▇▇ are collectively referred to hereinafter as "Assignors"), Music
Production International, a Russian corporation ("Assignee") and ▇▇▇▇▇▇▇.▇▇▇
Corporation, a Washington corporation (the "Company").
Recitals
WHEREAS, Assignors desire to assign to the Assignee all of Assignors'
right, title, and interest in such agreements and obligations as more
particularly described below; and
WHEREAS, Assignee desires to accept such assignment from Assignors and
provide to the Company the digital sheet music previously provided by Avtograf
to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignors, Assignee and the
Company agree, joint and severally, as follows:
1. Assignment and Assumption. Assignors assign, set over, transfer,
convey, and sell to Assignee, for total consideration to be paid by Assignee in
the amount of ten dollars ($ 10.00) all of Assignor's right, title, and interest
in and to, and all obligations associated with, that certain agreement between
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and Avtograf whereby Avtograf has agreed and otherwise obligated
itself to provide ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ with at least 270,000 pages of acceptable
digital sheet music as a result of an investment made by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in
Avtograf (the "Assignors' Agreement"). Assignee further agrees, without
limitation, to assume the obligation and duty to provide the services previously
carried out by Avtograf on behalf of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and, further, to produce
for the benefit of the Company a minimum of four thousand five hundred (4,500)
pages of digital sheet music each month, beginning on or about ____________,
2000, and continuing for a period of five (5) years. The total number of pages
of digital sheet music to be produced by Assignee for the Company shall equal
270,000 pages (the "Production Amount").
All of the right, title and interest in the digital sheet music
production obligation being assigned herein to Assignee by Assignors for the
benefit of the Company shall be subject to satisfying the Company's qualitative
standards. To the extent any page of digital sheet music does not satisfy the
qualitative requirements of the Company, then such page or pages of sheet music
shall not be deemed accepted by the Company and,
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accordingly, will not be included in the four thousand five hundred (4,500)
pages of digital sheet music required to be provided each month by the Assignee
to the Company. By execution hereof, Assignee accepts the terms of this
Agreement, agrees to perform all terms, conditions, and covenants made by
Assignors in the Assignors' Agreement, except as modified by this Agreement.
Further, Assignee assumes all of the obligations of Avtograf under the
Assignors' Agreement from and after the date hereof, except as otherwise
modified by this Agreement.
2. Payment. The payment of ten dollars ($10.00) shall be made by
certified check or money order by Assignors to the Assignee on or by
______________, 2000.
3. Representations. Assignors represent and warrant that Assignors are
the owners of all interests conveyed hereby; that there is no default now
existing under the above referenced Assignors' Agreement; that the Assignor's
Agreement is valid and enforceable in accordance with its terms; that Assignors
have full and lawful authority to assign the Assignors' Agreement; and that
Assignors will defend the assignment and sale under this Agreement against all
persons claiming the same or any part thereof. In the event of such a claim,
upon Assignors' written request, Assignee shall make available to Assignors all
documents, or copies thereof, as are necessary to defend such a claim, and shall
cooperate with Assignors as is reasonably necessary, at no expense to Assignee,
to defend such a claim.
4. Indemnification. Assignors hereby agree to indemnify and hold the
Assignee harmless from and against any loss, expense, or liability (including
attorneys' fees, expenses of litigation, and costs of appeal) resulting from
Assignors' breach of any of Assignors' responsibilities and obligations under
the Assignors' Agreement assigned hereunder which may accrue prior to the date
hereof. Assignors further agree to indemnify and hold the Assignee harmless from
and against any loss, expense, or liability (including attorneys' fees, expenses
of litigation, and costs of appeal) resulting from any breach of the Assignors'
responsibilities and obligations under the Assignors' Agreement assigned
hereunder and assumed by the Assignee which may accrue from and after the date
hereof.
5. Recourse. To the extent the Company fails to either receive or accept
any part of the Production Amount, then the Company shall have a right of
recourse against ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for those pages of sheet music not provided or
otherwise deemed acceptable by the Company. This right of recourse shall entitle
the Company to receive that dollar amount equal to the product of (x) the total
number of pages of sheet music either not received or deemed unacceptable by the
Company multiplied by (y) $3.70 per page.
6. Integration. This Agreement and the Agreement Regarding the
Assignment and Assumption of the Right to Receive Sheet Music (the "Sheet Music
Agreement") contain the entire understanding and agreement of the parties with
respect to the subject matter set
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forth herein, superseding any and all prior agreements, written or oral, between
the parties regarding the subject matter hereof.
7. Successors and Assigns. This Agreement shall inure to and be binding
upon the parties hereto and their respective heirs, successors, and assigns.
8. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington.
EFFECTIVE as of the day and year first above written.
ASSIGNOR: ASSIGNEE:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L.L.C. Music Production International, a
Russian corporation
By By
--------------------------------- ---------------------------------
Its Its
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ASSIGNOR:
▇▇▇▇▇▇▇.▇▇▇ Corporation
Avtograf Corporation
By By
--------------------------------- ---------------------------------
Its Its
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