HOST AGREEMENT
HOST AGREEMENT, dated as of March 1, 2000 (as from time to
time amended and in effect, this "Agreement"), by and between PTN MEDIA INC., a
Delaware corporation ( "Company"), and DAFU PRODUCTIONS, INC. f/s/o/ ▇▇▇▇▇
▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇").
WHEREAS, ▇▇▇▇▇▇▇ has the exclusive right to provide the talent
services of herself in connection with the radio industry; and
WHEREAS, the Company desires to enter into this Agreement with
▇▇▇▇▇▇▇ in order to retain the services of ▇▇▇▇▇▇▇ to host the Program (as such
term is hereinafter defined) on behalf of the Company, upon the terms and
provisions, and subject to the conditions, set forth in this Agreement, and
WHEREAS, ▇▇▇▇▇▇▇ desires to accept the offer of the Company to
provide herself as the host of the Program for the Company, upon such terms and
provisions, and subject to such conditions.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and promises of the parties contained herein, the parties
intending to be legally bound, hereby agree as follows:
ARTICLE 1
HOST SERVICES
1.1 Services of ▇▇▇▇▇▇▇.
(a) The Company hereby retains ▇▇▇▇▇▇▇ to provide the talent
services of herself to serve as the host of the Program and ▇▇▇▇▇▇▇ hereby
agrees that during the Term (as hereinafter defined) she shall provide the
talent services of herself to host the Program on behalf of the Company all upon
the terms and provisions set forth in this Agreement.
(b) During the Term, ▇▇▇▇▇▇▇ shall host a daily shortform
program called the Style Minute. The Program will be pre-recorded and
distributed on compact disc or such other medium as is determined by the Company
The Company and ▇▇▇▇▇▇▇ shall cooperate with each other regarding the scheduling
of the times for the pre-recording of the Program having due regard for (i) the
other business demands on ▇▇▇▇▇▇▇'▇ schedule and subject to ▇▇▇▇▇▇▇'▇ prior
professional availability and (ii) the need to have a sufficient number of
Programs recorded in advance of distribution to radio station affiliates.
(c) The Company shall have final authority as to all
production and programming decisions for the Program and related matters.
(d) As part of the talent services of ▇▇▇▇▇▇▇ in respect of
the Program, at the request of the Company, ▇▇▇▇▇▇▇ shall record a reasonable
number of customized liners for affiliates of the Program, commercial
voice-overs and such other similar customary promotional announcements solely to
promote the program as may be reasonably requested by the Company subject to
Pargraph 1.3, and subject to artist's reasonable approval.
(e) ▇▇▇▇▇▇▇ for herself, hereby acknowledges and agrees
that the Program is being produced by the Company and
the Company shall be the owner of the Program,
including, without limitation, the copyright,
trademark, tradename and all other intellectual
property relating to and associated with the Program.
The Company shall have the sole right to distribute
and syndicate the Program for radio and Internet
broadcast in the worldwide.
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1.2 Place of Performance. The Program shall be recorded at a
mutually acceptable studio location.
1.3 Time Devoted to Employment. ▇▇▇▇▇▇▇ shall devote such portion
of her own business time as may be necessary for ▇▇▇▇▇▇▇ to properly provide
first-class talent services to the Company hereunder. A show will consist of an
eight (8) hour day beginning with Fuente's arrival at the recording studio. One
day shall be required per month during the contract period. Overtime, if any,
will be based on prorated amount as defined in Section 4.1 FURENTES shall
perform her talent services hereunder faithfully, to the best of her ability and
in accordance with the highest business and professional standards. Subject to
the foregoing and to Section 7.2 hereof, nothing herein shall preclude ▇▇▇▇▇▇▇
from engaging in various other business and non-business activities of her
choosing. The approximate start date is on or before August 10, 2000.
1.4 Name and Likeness. During the Term of this Agreement ▇▇▇▇▇▇▇
shall ▇▇▇▇▇ to the Company the exclusive right to use, license and exploit
(commercially or otherwise and in all media) ▇▇▇▇▇▇▇'▇ name, voice, and her
approved biography, approved picture, and approved likeness for information
purposes solely in connection with advertising and promoting the Program and/or
the programing engaged in by the Company or any of its affiliates, without any
compensation being payable to ▇▇▇▇▇▇▇. The rights granted pursuant to this
Section 1.4 shall not, without ▇▇▇▇▇▇▇'▇ prior written consent, include the use
of her name, voice or likeness for general commercial purposes, such as the
advertising or promotion of any product or service by way of endorsement or
otherwise.
1.5 Union Obligations. During the Term of this Agreement, if
required by applicable law, ▇▇▇▇▇▇▇ shall be responsible for maintaining her
status as a member in good standing of all labor unions (AFTRA) and guilds for
which membership may be required in connection with the performance of her
services and duties hereunder (including, without limitation, the payment of all
dues and other amounts).
1.6 Public Morals. ▇▇▇▇▇▇▇ shall at all times perform her host and
talent services with due regard to public morals and conventions. If at any time
▇▇▇▇▇▇▇ is convicted of a felony under applicable law, or shall bring ▇▇▇▇▇▇▇
into substantial and widespread public dispute, contempt, scandal or ridicule
which in the reasonable judgment of the Company will have a material adverse
effect on the distribution of the Program or the sale of advertising time in the
Program, ▇▇▇▇▇▇▇ shall immediately notify the Company thereof and the Company
shall have the right, upon five (5) business days written notice to ▇▇▇▇▇▇▇, to
terminate this Agreement. Company agrees to immediately pay all earned but
unpaid compensation in the event of a termination for morals.
1.7 FCC Rules. ▇▇▇▇▇▇▇ understands that it is a violation of
Federal law to accept or agree to accept anything of value, other than ▇▇▇▇▇▇▇'▇
compensation as provided for herein, for promoting any product, service or
venture in or associated with the Program. Accordingly, ▇▇▇▇▇▇▇ agrees for the
benefit of the Company, that ▇▇▇▇▇▇▇ shall not violate any laws, rules or
regulations from time to time proscribed by or under the regulation of the
Federal Communications Commission, and if approached or otherwise contacted by a
third party to violate any such laws, rules or regulations, ▇▇▇▇▇▇▇, as the case
may be, shall promptly notify the Company's of any such occurrence.
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ARTICLE 2
OBLIGATIONS OF PTN MEDIA
2.1 Production of the Program.
(a) The Company shall be responsible for producing the Program
and paying for all costs and expenses incurred in connection with the production
of the Program, other than providing the host services of ▇▇▇▇▇▇▇. The Program
shall be of a first-class quality consistent with the quality of the other
programming produced by the Company.
(b) In furtherance of the Company's obligations with respect
to the production of the Program by the Company, the Company shall provide a
studio for the recording of the Program at a mutually acceptable location.
2.2 Distribution. The Company shall be responsible for the cost of
distributing the Program on compact disc, or another medium, to affiliate radio
stations on a daily basis. Distribution shall be via the Internet and on
broadcast radio.
2.3 Affiliate Relations. The Company shall be responsible for, and
shall use its best efforts, consistent with industry practices, in connection
with providing affiliate relations services for the Program including, entering
into affiliation agreements with radio stations for such radio stations to carry
the Program, maintaining ongoing contact and communication with affiliates of
the Program, furnishing affiliates with affidavits of performance relating to
Advertisements (as such term is hereinafter defined) and collecting such
affidavits of performance from affiliates.
2.4 Sales.
(a) The Company shall be responsible for, and shall use its
best efforts, consistent with industry practices, in connection with the sale of
all national advertising time to be inserted during the broadcast of the Program
(the "Advertisements"), and no other person or entity shall have any right to
sell. In furtherance of the sales services to be performed by the Company
hereunder, the Company shall, during the Term of this Agreement, (i) engage in
customary sales promotion activities relating to the Program in order to
facilitate the sale of the Advertisements; and (ii) negotiate and enter into
agreements with, and pay commissions to, all advertising agencies with respect
to the sale of the Advertisements.
2.5 Indemnity. PTN agrees to include ▇▇▇▇▇▇▇ as additional insured
on its errors and omissions and general liability insurance
policy and require that the insurer not terminate or
materially modify such policy without written notice to
▇▇▇▇▇▇▇ at least thirty (30) days in advance thereof. Company
agrees to protect, indemnify, and hold harmless ▇▇▇▇▇▇▇ from
and against any and all expenses, damages, claims, suits,
actions, and costs arising out of, or in any way connected
with, any claim or action without limitation related to
Company's programming, advertising/promotion thereof, with
▇▇▇▇▇▇▇, any infringement of trademarks, rights, copyrights,
personal or proprietary rights of any third party
ARTICLE 3
TERM; GENERAL
3.1 Term of Employment. The period of the engagement of ▇▇▇▇▇▇▇ by the
Company hereunder shall commence as of the date hereof, and, subject to earlier
termination, in accordance with Article 5 hereof, shall end on the date that is
one (1) year from the first airing of the program on either the Internet or
radio (the "Initial Term").
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3.2 Extension of Term. Extension of the Initial Term of the
Agreement shall be negotiated in good faith unless ninety (90) days prior to
such anniversary date, in the applicable year, ▇▇▇▇▇▇▇ furnishes the Company
with written notice that it does not intend to have the Term of the Agreement so
extended as provided in this Section 3.2. For purposes hereof, the term "Term"
shall refer to the Initial Term and all extensions thereof in accordance with
this Section 3.2.
ARTICLE 4
COMPENSATION
4.1 Compensation. as the host of the Program, the Company shall
pay to ▇▇▇▇▇▇▇ the guaranteed sum of Seventy-Five Thousand Dollars ($75,000)
payable as Thirty-Seven Thousand Five Hundred Dollars ($37,500) at signing and
the additional Thirty-Seven Thousand Five Hundred Dollars ($37,500) three months
after the anniversary of signing as an advance against the earned royalties.
Fifty per cent ($18,750) of which shall count against the earned royalty in
section 4.2.
4.2 Earned Royalty. PTN shall pay to ▇▇▇▇▇▇▇ an earned royalty at
a rate of fifty percent (50%) of the gross proceeds actually received by the
Company monthly.
ARTICLE 5
TERMINATION
5.1 Disability. If as a result of the incapacity of ▇▇▇▇▇▇▇ due to
physical or mental illness where ▇▇▇▇▇▇▇ shall fail to provide her talent
services for purposes of hosting the Program for twenty (20) consecutive days,
this Agreement may be terminated by the Company upon written notice to ▇▇▇▇▇▇▇.
The Company agrees to pay any earned but unpaid compensation in the event of
termination for disability.
5.2 Death. In the event of ▇▇▇▇▇▇▇ death, this Agreement shall
automatically terminate as of the date of her death without any notice or other
action being required by the Company.
5.3 Good Reason. For purposes hereof, the term "Termination for
Good Reason" shall mean termination based upon (a) the continued failure of
▇▇▇▇▇▇▇ to provide her talent services to the Company for purposes of hosting
the Program, which failure shall have continued for at least ten (10) business
days after receipt by ▇▇▇▇▇▇▇ of written notice from the Company; (b) ▇▇▇▇▇▇▇'▇
conviction of, guilty plea or plea of nolo contendere concerning any felony
which in the reasonable opinion of the Company is reasonably likely to have an
adverse impact on the reputation of ▇▇▇▇▇▇▇, or is reasonably likely to have an
adverse effect on the ratings of, or sale of advertising time in, the Program;
(c) the inability of ▇▇▇▇▇▇▇ to perform ▇▇▇▇▇▇▇'▇ talent services due to any
medically confirmed addiction to alcohol or controlled substances, other than
medication legally prescribed and administered by a duly licensed physician; (e)
acts by ▇▇▇▇▇▇▇ of moral turpitude which are known to the public and which in
the reasonable opinion of the Company are reasonably likely to have a material
adverse impact on the distribution of the Program or sale of Advertisements in
the Program; (f) the determination that any of the representations or warranties
made by ▇▇▇▇▇▇▇ herein were materially false or misleading as of the time made.
If in a termination event Good Reason should occur, the Company shall have the
right to terminate this Agreement within thirty (30) days if the default is not
cured within thirty (30) days after receipt of written notice of default by
▇▇▇▇▇▇▇; or (g) upon not less than thirty (30) days prior written notice to
▇▇▇▇▇▇▇ after the Company in good faith reasonably determines that based upon
the sales of the Advertisements, it is not economically feasible to continue to
produce and distribute the Program.
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5.4 Election to Begin Production and Distribution. Thirty days
after the production of the pilot episode, the Company and ▇▇▇▇▇▇▇ shall in good
faith review the results of the Program to determine, based upon the sales of
Advertisements and such other criteria as the Company and ▇▇▇▇▇▇▇ reasonably
consider appropriate, if the production and distribution of the Program is
warranted in light of the costs of production and distribution. Any decision to
begin the production and distribution of the Program based on such review shall
be exclusively the decision of the Company. No additional compensation is due to
▇▇▇▇▇▇▇ if the Company elect to terminate production with ▇▇▇▇▇▇▇ as host. Any
shows recorded but not aired will be available for up to one month from the date
of termination.
5.5 Other Company can not use the name, voice or likeness of
Artist after any termination or expiration of this Agreement.
ARTICLE 6
NON-COMPETITION; NON-DISCLOSURE
6.1 Non-competition
(a) During the Term of this Agreement, ▇▇▇▇▇▇▇ shall not serve
as the host of any radio programming having the same format and/or topic of the
Program. Not with standing the foregoing, ▇▇▇▇▇▇▇ shall not be deemed to be
engaging directly or indirectly in any business or activity in contravention of
this Section 5.1(a) by virtue of ▇▇▇▇▇▇▇'▇ ownership of less than a 5% interest
in the securities of a publicly traded corporation.
(b) Nothing in Section 5.1(a) hereof shall in any way limit or
restrict ▇▇▇▇▇▇▇ from serving as talent in connection with the production of
radio commercials for third parties, guest television appearances, films and any
other endeavor.
(c) During the Term of this Agreement and for the one (1) year
period there after ▇▇▇▇▇▇▇ shall not directly or indirectly, induce or attempt
to induce any customers, affiliates, officers, employees of the Company or other
parties doing business with the Company (including, without limitation,
advertisers in the Program) to terminate their relationship with the Company.
6.2 Non-Disclosure; etc. ▇▇▇▇▇▇▇ agrees to keep secret and retain
in confidence, and not at any time or for any reason, directly or indirectly
(including, but not limited to, acting by, through or with any subsidiary,
affiliate, or any other person, firm, corporation, joint venture or agent) use,
publish or disclose, any non-public and confidential information relating to the
business of the Company or any of its affiliates, which ▇▇▇▇▇▇▇ now has or
hereafter may acquire during the Term, except (i) as required by applicable law
or subpoena; (ii) to the extent such information has been disclosed to ▇▇▇▇▇▇▇
or by a thirty party (other than a third party who has a duty not to disclose
such information and violates such duty) or is otherwise publicly available; or
(iii) in connection with the enforcement of this Agreement. For purposes of this
Agreement, non-public and confidential information shall include, without
limitation, customer lists, marketing plans and strategies, market studies and
data, pricing policies and lists, cost data and information, production
procedures, sources of talent, the terms of contracts or agreements, affiliate
lists and information and any other information or data which is not public and
of a confidential nature, relating to the business, affairs or operations of the
Company which is required to be maintained as such for the continued success of
the business of the Company.
6.3 Equitable Relief. ▇▇▇▇▇▇▇ agrees that a breach or threatened
breach by ▇▇▇▇▇▇▇ of any provision contained of this Article 5 will cause such
damage to the Company as will be irreparable and for which monetary damages
would not likely provide an adequate remedy, and for that reason ▇▇▇▇▇▇▇ agrees
that the Company shall be entitled (without being required to post a bond or
other security or being required to prove actual damages), to seek an injunction
from any court of competent jurisdiction restraining any such breach or
threatened breach of such provisions. Such right to injunctive remedies shall be
in addition to and cumulative with any other rights and remedies the Company may
have pursuant to this Agreement or pursuant to applicable law or by statute,
including, without limitation, the recovery of monetary damages. ▇▇▇▇▇▇▇
acknowledges and agrees that the provisions, covenants and restrictions in this
Article 5 are reasonable in scope as to both area and time are necessary to
protect the legitimate interests of the Company and the goodwill included in the
business of the Company except as otherwise provided in these articles except as
otherwise provided herein. The obligations of ▇▇▇▇▇▇▇ pursuant to this Article 7
shall survive the termination and/or the expiration of this Agreement.
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ARTICLE 7
OTHER COVENANTS
7.1 Work For Hire. ▇▇▇▇▇▇▇ expressly agrees that all of the
services to the Company in connection with this Agreement are being rendered as
a specially ordered or commissioned work and that the Company shall be the
author and copyright proprietor of all the material written by or created in
connection with the Program and the owner of all intellectual property rights
therein, and of all the results and proceeds of ▇▇▇▇▇▇▇'▇ talent services in
connection with this Agreement and the Program, and all intellectual property
rights in and to the Program and any such written material, and the results and
proceeds of such services shall constitute a "work made for hire". Subject to
the last two sentences of Section 1.1(e) here of, the Company shall own in
perpetuity all rights of whatever kind and character. Upon the Company's written
request, ▇▇▇▇▇▇▇, to execute, verify and deliver to the Company all documents
and instruments consistent herewith which the Company may from time to time deem
necessary or desirable to evidence, establish, maintain, protect, enforce or
defend its rights under this Article 8. If ▇▇▇▇▇▇▇ shall fail to execute, verify
or deliver to the Company any agreement, assignment, quitclaim or other document
or instrument required by the Company pursuant to this Section 6.1 within seven
(7) business days after the Company sends written notice of such request, then
the Company is hereby appointed the agent and attorney-in-fact (which
appointment shall be deemed irrevocable and coupled with an interest) with full
power of substitution and delegation and the full right, power and authority to
execute, verify and deliver the same in the name of and on behalf of ▇▇▇▇▇▇▇, as
applicable. The obligations of ▇▇▇▇▇▇▇ pursuant to this Section 6.1 shall
survive the termination and/or the expiration of this Agreement.
ARTICLE 8
REPRESENTATIONS AND WARRANTIES
8.1 Representations and Warranties of ▇▇▇▇▇▇▇. As a material
condition to all of the Company's obligations hereunder, ▇▇▇▇▇▇▇ hereby
represents and warrants to, and agrees with the Company as follows:
(a) ▇▇▇▇▇▇▇ is free to enter into this Agreement and is not
subject to any obligation or restriction (including, without limitation, any
contract, covenant or commitment not to compete) or any disability which could
reasonably be expected to prevent or interfere with the performance by ▇▇▇▇▇▇▇
of any of its duties or obligations pursuant to this Agreement or ▇▇▇▇▇▇▇
providing her talent services in respect as the host of the Programs; ▇▇▇▇▇▇▇
will not make or enter into any agreement, commitment, grant or assignment nor
will ▇▇▇▇▇▇▇ do, or omit to do, any act or thing which does interfere or could
reasonably be expect to interfere with or impair the complete enjoyment of the
rights granted to the Company and the services to be rendered to the Company
pursuant to this Agreement.
(b) Any and all editorial materials created by ▇▇▇▇▇▇▇ as
being original and which are delivered to the Company pursuant to this
Agreement, and all parts thereof, shall to the best of ▇▇▇▇▇▇▇'▇ knowledge
be wholly original and shall not be copied in whole or in part from any other
work or materials other than material already in the public domain and shall not
constitute a libel or slander of, or any unfair competition against, or infringe
upon or violate the copyright, common law rights, rights of privacy or
publicity, or any other rights of any person, firm, corporation or other entity.
▇▇▇▇▇▇▇ shall defend, indemnify and hold the Company, its licensees,
distributors, affiliates, and any sponsor and advertising agency involved in any
of the Company's programming, and their respective members shareholders,
directors, officers, managers, agents, employees, successors, licensees and
assigns (including, without limitation, those of the Company), harmless from and
against any and all liability, loss, damage, costs, charges, claims, actions,
causes of action, recoveries, judgments, penalties and expenses, including,
without limitation, legal fees and costs, arising out of a breach and/or
violation of this Section 9.1(b). The obligations of ▇▇▇▇▇▇▇ pursuant to this
Section 9.1(b) shall survive termination and/or the expiration of this
Agreement.
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Company agrees shall defend, indemnify and hold Artist harmless from and against
any and all liability, loss, damage, costs, charges, claims, actions, causes of
action, recoveries, judgments, penalties and expenses, including, without
limitation, legal fees and costs, arising out of a breach and/or violation of
this Agreement. The obligations of Company pursuant to this Agreement shall
survive termination and/or the expiration of this Agreement. Company shall also
name Artist as additionally insured on an errors & omissions insurance policy
and general liability insurance policy.
8.2 Exclusive Services of ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ hereby represents and
warrants to the Company and covenants for the benefit of the Company that
throughout the Term of this Agreement, ▇▇▇▇▇▇▇ shall have the exclusive right to
furnish the talent services of herself to the Company to act as host of the
Program as contemplated by this Agreement. ▇▇▇▇▇▇▇ hereby acknowledges and
agrees that the Company is relying on this representation and warranty and
covenant in entering into this Agreement and it is material inducement to the
Company to agree to the terms and provisions of this Agreement.
8.3 Mutual Representations and Warranties. Each of the Company and
▇▇▇▇▇▇▇ hereby represents and warrants to the other as follows: (a) has the
corporate power and authority to execute, deliver and perform this Agreement;
(b) no consent from, or notice to any third party is required in connection with
its or her, as applicable; execution, delivery or performance of this Agreement;
and (c) this Agreement constitutes its legal, valid and binding obligation
enforceable in accordance with its terms.
ARTICLE 9
MISCELLANEOUS
9.1 Successors and Assigns; Binding Agreement. This Agreement
shall be binding upon and shall inure to the benefit of the Company and its
successors and assigns (including any successor to the Company by merger,
consolidation or a similar transaction) and the successors and permitted
▇▇▇▇▇▇▇.
9.2 Governing Law; Consent to Jurisdiction, etc. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND PERFORMED IN THE STATE
OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OF CONFLICTS OF LAW OR
CHOICE OF LAWS. THIS AGREEMENT SHALL BE INTERPRETED AND CONSTRUED WITHOUT REGARD
TO ANY RULE WHICH MIGHT REQUIRE IT TO BE INTERPRETED OR CONSTRUED WITH A
PRESUMPTION AGAINST THE PARTY WHICH CAUSED THIS AGREEMENT TO BE DRAFTED. EACH OF
THE COMPANY AND ▇▇▇▇▇▇▇ HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS AND
CONSENTS TO THE EXCLUSIVE JURISDICTION OF UNITED STATES FEDERAL COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK AND THE COURTS OF THE STATE OF NEW YORK, LOCATED
IN NEW YORK COUNTY WITH RESPECT TO ANY ACTION, SUIT OR OTHER PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT AND IRREVOCABLY AND UNCONDITIONALLY WAIVE
THE RIGHT TO HAVE A TRIAL BY JURY WITH RESPECT TO ANY SUCH ACTION, SUIT OR
PROCEEDING. EACH OF THE COMPANY AND ▇▇▇▇▇▇▇ HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY OBJECTION THAT THE COMPANY OR ▇▇▇▇▇▇▇, AS THE CASE MAY
BE, MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN SUCH COURT AND ANY CLAIM THAT EITHER OF THEM MAY HAVE THAT ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM AND HAVE ANY IMMUNITY FROM JURISDICTION TO WHICH THE COMPANY
OR ▇▇▇▇▇▇▇ MIGHT OTHERWISE BE ENTITLED IN ANY SUCH ACTION, SUIT OR PROCEEDING.
THE COMPANY AND ▇▇▇▇▇▇▇ AGREE THAT FINAL JUDGMENT IN ANY SUCH ACTION, SUIT OR
PROCEEDING BROUGHT IN ANY SUCH COUNT SHALL BE CONCLUSIVE AND BINDING UPON SUCH
PARTY AND MAY BE ENFORCED IN ANY COURT IN WHICH SUCH PARTY IS SUBJECT TO
JURISDICTION BY A SUIT UPON SUCH JUDGMENT.
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9.3 Enforcement and Reformation. Since it is the intent, agreement
and desire of the parties that the terms and provisions of this Agreement be
enforced to the fullest extent possible under the laws and public policies
applied in each jurisdiction in which enforcement of this Agreement may be
sought, should any particular term or provision of this Agreement be deemed
invalid, illegal or unenforceable to any extent, but may be made valid, legal
and enforceable by a limitation thereon or modification thereto, each party
agrees that this Agreement shall be reformed and amended so that the same shall
be valid, legal and enforceable to the fullest extent permissible under the laws
and public policies applied in the jurisdiction in which enforcement is sought.
9.4 Amendment and Modification. This Agreement may not be amended,
changed, modified or supplemented, except by an instrument in writing duly
executed by each of the parties hereto.
9.5 Waiver. Except as otherwise provided in this Agreement, any
failure of a party to comply with any obligation, covenant, agreement or
condition herein may be waived by the other party hereto only by a written
instrument duly executed by the party granting such waiver, but such waiver or
failure to insist upon strict compliance with any such obligation, covenant,
agreement or condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure of such obligation, covenant,
agreement or condition.
9.6 Notices. All notices or other communications hereunder shall
be in writing and shall be delivered personally or by confirmed facsimile
transmission, or if mailed by registered or certified mail (return receipt
requested), postage prepaid, in each case effective upon receipt by the intended
recipient thereof at the following address and or facsimile number, as
applicable, or at such other address or facsimile number, as applicable, as a
party shall specify by like notice:
If to the Company, to: with a copy to:
PTN MEDIA INC. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇ and Eilen
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
Fax No.: (▇▇▇)-▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Chief Executive Officer
If to ▇▇▇▇▇ ▇▇▇▇▇▇▇: With a copy to:
All notices hereunder shall be effective upon receipt by the intended recipient.
9.7 Relationship between ▇▇▇▇▇▇▇ and the Company. The relationship
between ▇▇▇▇▇▇▇ and the Company pursuant to this Agreement is between two
independent contracting parties and does not establish an employee-employer
relationship. Nothing herein shall constitute the Company as a fiduciary of
▇▇▇▇▇▇▇.
9.8 Garnishments, etc. If the Company is directed, by virtue of
service of any garnishment, levy, execution or judicial order, to apply any
amounts payable under this Agreement to ▇▇▇▇▇▇▇ to any person, firm, corporation
or other entity, or a judicial or governmental officer, the Company shall notify
▇▇▇▇▇▇▇ of that fact and the Company shall have the right to pay any required
amounts in accordance with any such directions, and payment in accordance
therewith shall fully discharge the obligations of the Company to ▇▇▇▇▇▇▇ to the
extent of such payments with copies of all such notices to ▇▇▇▇▇▇▇.
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9.9 Interpretation. The Article and Section headings contained in
this Agreement are solely for the purpose of reference, are not part of the
agreement and understanding of the parties and shall not in any way affect the
meaning or interpretation of this Agreement.
9.10 Advise of Counsel. Each of the parties to this Agreement
acknowledges that such party is entering into this Agreement willingly and that
such party has had the opportunity to be advised by legal counsel of its/her
choice regarding this Agreement and the implications of entering into this
Agreement.
9.11 Counterparts. This Agreement may be executed in two (2) or
more counterparts (including by facsimile signature), each of which shall be
deemed an original, but all of which, when taken together, shall constitute one
and the same instrument.
9.12 Time of the Essence. The time for the performance of the t
alent services of ▇▇▇▇▇▇▇ hereunder are of the essence.
9.13 Entire Agreement. This Agreement, embodies and constitutes the
entire agreement and understanding of the parties hereto with respect to the
subject matter hereof. There are no restrictions, promises, representations,
warranties, covenants or undertakings with respect to such subject matter, other
than those expressly set forth or referred to herein. This Agreement supersedes
all prior agreements and understandings (whether written or oral), if any,
between the parties with respect to the subject matter hereof all of which are
merged herein.
IN WITNESS WHEREOF, the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇ have executed this
Agreement as of the date first above written.
PTN MEDIA INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
DAFU PRODUCTIONS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
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