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Letter Agreement for the exclusive rights of distribution, marketing promotion and commercial exploitation of a film

Category: Entertainment Agreements


Letter of Agreement

AGREEMENT MADE this 26 day of October, 2006(“Effective Date”) between FUEGO ENTERTAINMENT INC, from hereon known as Fuego Entertainment with its principal place of business at 8010 NW 156 Terr, Miami Lakes, Florida, 33016 and Hugo M. Cancio from hereon known as The Producer

RECITALS

WHEREAS, The Producer is the rightful owner or licensee of all right, title and interest in the film; Zafiros Locura Azul

WHEREAS, The Producer desires to grant the exclusive rights of distribution, marketing promotion and commercial exploitation of the film; Zafiros Locura Azul to Fuego Entertainment, Inc.

WHEREAS, Fuego Entertainment Inc, herein accepts the exclusive rights granted by The Producer on the terms and conditions set forth in this agreement.

NOW THEREFORE, the Parties hereto agree as follows:

That The Producer. hereby grants Fuego Entertainment, Inc an exclusive rights , to market , promote , sell, distribute, sub license to other the feature film Zafiros Locura Azul

The rights to use all promotional artwork, negatives, photographs, DVD covers and textual materials including all materials related to the film or the name of the artist or participant feature in the film.All biographical information concerning the Producer, Director and production house of the film and those artists whose performances are embodied on the film or any portion thereof.

In exchange for granting all the rights herein enclosed, The producer will receive 25% of the NET revenues generated by the sale, distribution, licensing rights of the film for entire duration of this agreement.

A quarterly distribution statement will be supplied to the producer. All net proceeds will be paid to the producer each quarter.

TERMS

The term of this agreement will be for a period of five (10)years automatically renewable at the end of the five year term unless otherwise express in writing by any of the parties. If there are no net proceeds after (1) year all rights return to the producer.

TERRITOTY

The World.

REPRESENTATIONS AND WARRANTIES.

The producer hereby represents and warrants to Fuego Entertainment. all of the following : (a) The producer is duly organized and validly existing under the laws of its state of incorporation, or has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) The Producer is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and any person executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate action; (c) This Agreement is legally binding upon the producer and enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity whether enforceability is considered a proceeding at law or equity.

(d) The producer owns and has full right in and to the film and all intellectual property rights thereto, or if licensed by the producer, all necessary rights and licenses to grant the licenses and rights granted to Fuego Entertainment under this Agreement; (e) The Film is delivered free and clear from all liens and encumbrances; (f) The Film are commercially and technically satisfactory; (g) The Film do not infringe or misappropriate any patent, trademark, copyright, trade secret know-how, moral rights or other intellectual property rights of any third party;(h)As of the Effective Date of this Agreement, there is no pending or threatened claim or liability against the producer arising out of or relating to the film or its master or claim that the Masters infringe or misappropriate any patent, trademark, copyright, trade secret know- how, moral rights or other intellectual property rights of any third party;
(i) There is no notice or consent requirement in connection with the execution and delivery of this Agreement by the Producer and/or the consummation or performance of any of the transactions contemplated in this Agreement .

(j)There are no contracts which prohibit Producer from granting the rights herein to Fuego Entertainment.

Fuego Entertainment hereby represents and warrants to the producer all of the following:

(a) Fuego Entertainment is duly organized and validly existing under the laws of its state of incorporation, and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof.

(b) Fuego Entertainment is authorized to execute and deliver this Agreement and to perform its obligations hereunder, and any person executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate action.

(c) This Agreement is legally binding upon Fuego Entertainment and enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity whether enforceability is considered a proceeding
at law or equity.

INDEMNIFICATION.

(a) The producer hereby agrees to indemnify, defend, and hold harmless Fuego Entertainment and its officers, directors, shareholders, employees, consultants and agents from and against any and all damages, suits, claims, actions, or demands, and any related liabilities, expenses and losses (including reasonable attorneys’ fees and other costs of defense) (“The Producers Claims”) arising out of or in connection with, or are in any way related to (i) any claim, which if true, would result in a breach by The Producer of this Agreement ,and all third party claims alleging that the Masters infringe any patent, copyright, trademark, trade secret or other intellectual property rights of any such third party.

(b) Fuego Entertainment hereby agrees to indemnify, defend, and hold harmless Licensor and its officers, directors, shareholders, employees, consultants and agents from and against any and all damages, suits, claims, actions, or demands, and any related liabilities, expenses and losses (including reasonable attorneys’ fees and other costs of defense) (“Fuego Entertainment Claims”) arising out of or in connection with, or are in any way related to any claim, which if true, would result in a breach by Fuego Entertainment of this .

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