UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported)
July 2, 2003
Innovation Holdings, Inc.
(Exact name of registrant as specified in its chapter)
Nevada
(State or other jurisdiction of incorporation
000-27777
(Commission File Number)
91-1923501
(IRS Employer Identification No.)
14622 Ventura Blvd, Suite 1015
Sherman Oaks, California
(Address of principal executive offices)
91403
(Zip Code)
Registrant's telephone number, including area code
(310) 788-5444
None
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On July 1, 2003], World Wide Digital Media ("WWDM"), a wholly owned
subsidiary of Innovation Holdings (the "Registrant") entered into a
License Agreement with Vidway Interactive ("Vidway) to acquire its
video library, which consists of approximately 800 hours of programming.
The License Agreement is filed herewith as Exhibit 99.1, and the
description contained herein of the License Agreement is qualified in
its entirety by reference to such exhibit.
In a separate Employment Agreement, entered into simultaneously with
the License Agreement, David Copeland of Vidway was hired as Chief
Executive Officer of WWDM.
Mr. Copeland began his career with Sound Video Unlimited ("SVU").
SVU supplied the home video department of Musicland Stores with its
entire inventory. At its peak Musicland had several hundred stores
worldwide, when it was acquired by Ingram Entertainment. Mr. Copland
left SVU in 1982 to start his own company, GMI/Vidway Interactive.
Over the course of the next 21years, Mr. Copeland built GMI/Vidway
into one of the largest video production companies for mature
audience with over 3000 hours of original programming in its catalogue.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 License Agreement dated July 1, 2003, entered
into by and between the Registrant and Vidway Interactive
Schedules and Exhibits to the License Agreement have not been filed
because the Company believes they do not contain information material
to an investment decision that is not otherwise disclosed in the
License Agreement. The Company hereby agrees to furnish a copy of any
omitted Schedule or Exhibit to the Securities and Exchange Commission
upon its request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: July 2, 2003 Innovation Holdings, Inc.
/s/ Robert Blagman
Robert Blagman
Exhibit 99.1
LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("Agreement"), dated as of July 1, 2003,
effective as of the same is made and entered into by and between
Vidway Interactive, Inc., a New York corporation with its principal
offices located at 630 9th Avenue, New York, New York, 10036
("LICENSOR"), and World Wide Digital Media, Inc., a Nevada
Corporation and a wholly owned subsidiary of Innovation Holdings,
Inc. ("Parent Company") with its principal offices located at 1901
Avenue of the Stars, Suite 1710, Los Angeles, CA 90067 ("LICENSEE").
RECITALS
WHEREAS, the LICENSOR owns all rights to certain VIDEO PROGRAMS and
owns and controls certain masters to other VIDEO PROGRAMS that it is
empowered to convey to LICENSEE; and
WHEREAS, the LICENSEE is a direct marketing company that has
affiliations with numerous cable television operators, multiple point
microwave distribution systems ("MDS"), Satellite Master Antennae
Television Systems ("SMATV"), Video Dial Tone/OVS, VOD, Telco and
otherwise, (the "Affiliates") which own or possess rights of access
to one or more addressable cable television systems, MMDS systems,
SMATV systems, Video Dial Tone/OVS, VOD, Telco systems consisting of
facilities, equipment and/or cable transmission paths capable of
exhibiting the VIDEO PROGRAMS; and
WHEREAS, the LICENSOR and the LICENSEE desire to enter into this
agreement so that LICENSEE may acquire all the rights in and to the
VIDEO PROGRAMS limited to exhibition via means of television
distribution and LICENSOR reserves all other rights to the VIDEO
PROGRAMS, including those rights specifically reserved in the
LICENSOR herein;
NOW THEREFORE, the LICENSOR and the LICENSEE agree, as follows:
1. Definitions.
For purposes of this Agreement, the following definitions shall
apply:
a) The term "copyrights" shall mean all copyrights now or hereafter
owned by LICENSOR relating to the VIDEO PROGRAMS.
b) The term "intellectual property" shall mean the rights of
publicity, the trademarks, the copyrights and all other proprietary
rights relating to the VIDEO PROGRAMS.
c) The term "rights of publicity" shall mean the likenesses,
physical characteristics, personalities, characters and personas of
the talent.
d) The term "VIDEO PROGRAMS" shall mean the following programs
derived from approximately eight hundred (800 hours) taped programs,
more fully described on Exhibit A, attached hereto and incorporated
herein by reference.
e) The term "talent" shall mean all individuals who perform in the
VIDEO PROGRAMS.
f) The term "territory" shall mean the geographical areas worldwide
including the United States, its territories and possessions.
g) The term "trademarks" shall mean all symbols, designs, styles,
emblems, logos, and marks owned and/or controlled by LICENSOR and
used in connection with the VIDEO PROGRAMS, including, but not
limited to, the name, the logos, other marks.
2. Grant of License.
LICENSOR hereby agrees to license to LICENSEE the VIDEO PROGRAMS in
accordance with the terms hereof limited to exhibition via any means
of television distribution, including without limitation,
terrestrial, cable, pay TV and satellite including the right to sub-
license as stated in the Standard Terms and Conditions attached
hereto, excepting a reservation to LICENSOR of all worldwide rights
in and to the VIDEO PROGRAMS for DVD, video distribution, Internet
streaming, and any new format or means of distribution which may be
developed to convey physical product containing programs to an end
user, as well as any other rights not specifically granted herein,
subject to the Standard Terms and Conditions attached hereto and
hereby incorporated by reference herein.
LICENSOR agrees that the license granted herein is exclusive and
shall not grant a license in the VIDEO PROGRAMS in the Territory to
anyone other than LICENSEE during the Term of this Agreement.
Notwithstanding anything contained herein to the contrary, LICENSEE
acknowledges that the individual Talent appearing in the VIDEO
PROGRAMS shall not be exclusive to LICENSEE
3. Term
Unless terminated earlier, the term of this Agreement shall commence
on the date hereof and shall continue thereafter for a period of ten
years ("the Initial Term"). The term shall renew automatically in Ten
(10) year increments, provided LICENSEE earns greater than U.S.
$5,000,000 in gross revenue derived from the use of the license
during the Initial Term. If LICENSEE fails to earn greater than U.S
$5,000,000 during the Initial Term or if LICENSOR fails to receive at
least U.S. $1,000,000 either in cash from LICENSEE or Parent Company
or in gross proceeds over a period of 48 months from the date hereof
from its sale of stock in the Parent Company received pursuant to
paragraph 4 hereof, the license and all rights granted hereunder
shall immediately and without notice, revert back to LICENSOR. If
this Agreement is terminated any sublicenses to third parties created
by LICENSEE shall remain valid and in force provided that LICENSEE
pays fifty percent (50%) of gross receipts from such sublicense to
LICENSOR within 30 days of receipt.
4. Consideration
No later than 7 days from the date of signing, LICENSEE shall pay to
LICENSOR a license fee equal to an aggregate 1,494,675,300 shares of
restricted common stock of LICENSEE'S Parent Company trading Over-
the-Counter on the Bulletin Board under the symbol "INOV" or "INOVE"
with associated "piggyback" registration rights . LICENSEE
represents that such number of shares represents 45% of the Parent
Company's stock outstanding on a primary basis (excluding options and
warrants) as of June 25, 2003.
In the event LICENSEE shall have issued 1,494,675,300 shares of
restricted common stock of Parent Company to LICENSOR and the gross
proceeds from the sale of the shares of Parent Company received by
LICENSOR is less than U.S. $1,000,000 over the period of 18 months
from the date hereof, LICENSEE shall cause its Parent Company to
issue to LICENSOR additional shares equal in value to 2x the
difference on the 18 month anniversary of this agreement. The price
per share shall be the average closing price of the last five trading
days prior to the 18 month anniversary. In the absence of a public
market for shares, the price per share will be negotiated in good
faith between the parties.
No royalties shall be paid to LICENSOR in connection with the sale of
the VIDEO PROGRAMS by LICENSEE.
5. Delivery
The VIDEO PROGRAMS shall be made available to LICENSEE in accordance
with Exhibit A attached hereto and incorporated herein by this
reference.
The VIDEO PROGRAMS shall remain in place at the office of LICENSOR,
and all copies made from the master programs thereof will remain the
property of the LICENSOR. When needed, the LICENSOR shall provide to
the LICENSEE copies of the VIDEO PROGRAMS to be used for programming.
LICENSOR shall pay storage and shipping costs on the masters as well
as duplication costs, which shall be reimbursed by LICENSEE upon
written request. All copies of VIDEO PROGRAMS shall be returned to
LICENSOR by LICENSEE upon the termination or expiration of this
Agreement except such VIDEO PROGRAMS that have been sublicensed to an
unaffiliated third party (see Section 3).
6. Press Releases
LICENSOR and LICENSEE agree that no press releases shall be issued
with respect to the VIDEO PROGRAMS without their mutual consent in
writing. In no way shall this provision be construed so as to
restrict LICENSEE'S Parent Company from complying with applicable
state and federal securities laws and regulations regarding
disclosure.
8. Bankruptcy by Licensee
Anything herein contained to the contrary notwithstanding, in the
event that LICENSEE shall file for bankruptcy protection and
discontinue operations, then this Agreement shall cease and terminate
as of the last date of the bankruptcy with the same force and effect
as if such last day of the month were originally set forth as the
termination date hereof and all rights in the VIDEO PROGRAMS shall
revert to LICENSOR.
7. Acknowledgment
By executing this Agreement, LICENSEE acknowledges that they have
reviewed and understand all provisions of this Agreement, including
the attached Standard Terms and Conditions.
8. Standard Terms and Conditions.
This Agreement is subject to all of the provisions of the Standard
Terms and Conditions, which are attached to and made a part of this
Agreement. If any provision of this Agreement shall conflict with any
of the provisions of the Standard Terms and Conditions, the terms of
this Agreement shall prevail.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first set forth above.
VIDWAY INTERACTIVE, INC. WORLD WIDE DIGITAL MEDIA, INC.
("LICENSOR")
By: David Copeland
/s/ David Copeland
Its: President
Date: July 1, 2003
("LICENSEE")
By: Robert Blagman
/s/ Robert Blagamn
Its: President
Date: July 1, 2003
LICENSE AGREEMENT STANDARD TERMS AND CONDITIONS
SECTION A. DUBBING/ EDITING
LICENSEE shall not authorize or permit any copying or duplication of
any of the VIDEO PROGRAMS, except as necessary for LICENSEE to
broadcast, promote, distribute or otherwise exploit the VIDEO
PROGRAMS. Except as necessary to broadcast and/or promote the VIDEO
PROGRAMS, LICENSEE shall not allow any materials incorporating the
VIDEO PROGRAMS or any portions thereof to leave its possession,
custody and control. LICENSEE shall make any cuts, changes, or
insertions in any of the VIDEO PROGRAMS, including but not limited to
promos, commercials, dubbing and/or subtitling as may be required.
SECTION B. PROMOTION AND ADVERTISING
Uses of Names and Likenesses of Talent. LICENSEE shall not use the
names and/or likenesses of the Talent appearing in the VIDEO PROGRAMS
for any purpose other than advertising and promoting the VIDEO
PROGRAMS. LICENSEE shall not use the names and/or likenesses of the
Talent so as to constitute an endorsement or testimonial, either
expressed or implied, of any party, product, service, or commercial
venture.
SECTION C. COPYRIGHTS; INFRINGEMENTS; TRADEMARKS
(1) Copyright Notices. The authorization of LICENSOR to permit
LICENSEE to broadcast the VIDEO PROGRAMS and to distribute the VIDEO
PROGRAMS is expressly conditioned upon LICENSEE's agreement not to
delete from the VIDEO PROGRAMS the copyright notice or notices in the
name of LICENSOR included therein as delivered to LICENSEE by LICENSOR.
(2) Infringements. When LICENSEE learns that a party is making
unauthorized uses of the Intellectual Property, LICENSEE agrees
promptly to give LICENSOR written notice giving all of the
information of which it is aware with respect to the actions of such
party. LICENSEE agrees not to make any demands or claims, bring suit,
effect any settlements, or take any other action against such party
without the prior written consent of LICENSOR. LICENSEE agrees to
cooperate with LICENSOR, at no out-of-pocket expense to LICENSEE, in
connection with any action taken by LICENSOR to terminate
infringements. When LICENSOR learns that a party is making
unauthorized uses of LICENSEE's intellectual property, LICENSOR
agrees promptly to give LICENSEE written notice giving all of the
information of which it is aware with respect to the actions of such
party. LICENSOR agrees not to make any demands or claims, bring suit,
effect any settlements, or take any other action against such party
without the prior written consent of LICENSEE. LICENSOR agrees to
cooperate with LICENSEE, at no out-of-pocket expense to LICENSOR, in
connection with any action taken by LICENSEE to terminate
infringements of the Intellectual Property. Notwithstanding the
foregoing, should LICENSOR or LICENSEE be sued individually in any
action as described above, LICENSOR or LICENSEE, as the case may be,
shall have the right to defend itself in any such action, provided,
however, that such defense is conducted in good faith consultation
with the defense of the other party to this Agreement in that action.
(3) Trademark Uses Inure to LICENSOR's Benefit. As between LICENSEE
and LICENSOR, all trademark uses of the Trademarks and other
Intellectual Property by LICENSEE shall inure to the benefit of
LICENSOR, which shall own all trademarks and trademark rights created
by such uses of the Trademarks; provided, however, that the foregoing
shall not apply to any trademarks or service marks owned or
controlled by LICENSEE or any of its affiliates including any such
trademarks or service marks used in connection or combination with
any of the Trademarks. LICENSEE hereby assigns and transfers to
LICENSOR all trademarks and trademark rights created by such uses of
the Trademarks and other Intellectual Property; provided, however,
that such assignment shall not apply to or otherwise include any
rights in or to any trademarks or service marks owned or controlled
by LICENSEE or any of its affiliates.
(4) LICENSEE Not to Assert Interest in Intellectual Property. The
LICENSEE agrees that it will not, during the Term of this Agreement
or thereafter, directly or indirectly assert any interest in or
property rights in any of the components of the Intellectual
Property. LICENSEE agrees that it will not, during the Term of this
Agreement or thereafter, contest the validity of the Intellectual
Property or LICENSOR's ownership of the Intellectual Property.
SECTION D. INDEMNIFICATIONS
LICENSOR shall indemnify, defend and hold harmless LICENSEE and its
affiliates and their respective officers, directors, employees,
agents, and representatives from and against any loss, liability,
damages, cost, claim, penalty, interest or expense (including
attorneys' fees and costs) arising out of or relating to or in
connection with any claims or suits which may be brought or made
against LICENSEE: (i) by reason of a breach, or allegation which if
true would constitute a breach, by LICENSOR of the covenants or
representations and warranties set forth in this Agreement, or (ii)
based solely upon an alleged unauthorized use by LICENSEE of the
VIDEO PROGRAMS, only for each country of the Territory in which
LICENSOR has secured trademark registrations in the Trademark for the
VIDEO PROGRAMS provided that LICENSEE shall give prompt written
notice, and full cooperation and assistance to LICENSOR relative to
any such claim or suit and provided, further, that LICENSOR shall
have the option to undertake and conduct the defense of any suit so
brought. In no event shall LICENSOR'S indemnity herein exceed the
cash actually received by LICENSOR herein under this Agreement,
including the net proceeds from the sale of shares in the Parent
Company. LICENSEE shall not, however, be entitled to recover for lost
profits or consequential damages. LICENSEE shall cooperate fully in
all respects with LICENSOR in the conduct and defense of said suit
and/or proceedings related thereto.
(a) During the Term and continuing after the expiration thereof or
other termination of this Agreement, LICENSEE shall indemnify
LICENSOR and its affiliates and shall hold it and them harmless from
any loss, liability, damages, cost or expense, arising out of or
relating to any claims or suits which may be brought or made against
LICENSOR by reason of: (i) any breach, or allegation which if true
would constitute a breach, of LICENSEE's representations and
warranties made herein or its covenants or other undertakings made
hereunder; (ii) any use by LICENSEE of the VIDEO PROGRAMS, provided
that such claim or suit is not based solely upon an alleged breach by
LICENSOR of its covenants, representations or warranties set forth in
this Agreement; (iii) any use of any name, likeness, trademark,
copyright, design, patent, process, method or device, except for
those uses of the VIDEO PROGRAMS that are specifically approved by
LICENSOR pursuant to the terms of this Agreement; (iv) LICENSEE's
design, manufacture, distribution, shipment, advertising, promotion
or sale of the VIDEO PROGRAMS; (v) LICENSEE's non-compliance with
any applicable federal, state or local laws or with any other
applicable regulations; and (vi) any alleged defects and/or inherent
dangers (whether obvious or hidden) in the VIDEO PROGRAMS or the use
thereof.
SECTION E. LICENSOR'S REPRESENTATIONS AND WARRANTIES
LICENSOR hereby represents and warrants that LICENSOR is the sole
owner of the rights granted hereunder and other exploitation rights
in the VIDEO PROGRAMS and has full right, title and interest in and
to the VIDEO PROGRAMS granted in this Agreement and that such rights
shall be unencumbered, unpledged, unattached and neither agreements
nor unilateral claims exist which might affect a control over such
rights licensed, sold and granted to LICENSEE under this Agreement.
Furthermore, LICENSOR represents and warrants that the rights granted
herein will not violate or infringe upon the rights of any third
persons and/or party and will not be defamatory. LICENSOR will be
responsible for any residual payments that may be due to any of such
individuals or otherwise with respect to the initial broadcast of the
VIDEO PROGRAMS and represents and warrants that the VIDEO PROGRAMS
will comply with all applicable laws.
SECTION F. RESERVATION OF RIGHTS
All worldwide rights in and to the VIDEO PROGRAMS for DVD and video
distribution, Internet streaming, and any new format or means of
distribution which may be developed to convey programs to an end user
are reserved by LICENSOR for its own use.
SECTION G. FORCE MAJEURE
If either party is prevented from performing its obligations
hereunder as a result of a force majeure event, then the non-
performing party shall not be liable to the other party for its
failure to perform such obligations. As used in this Agreement, force
majeure shall mean any act of God, fire, flood, war, public disaster,
other calamity, strike, or labor difficulties, or any governmental
determination, action, regulation, or order, or any other occurrence
beyond the reasonable control of the non-performing party, which,
despite the non-performing party's reasonable efforts, the
performance of its obligations hereunder impracticable.
SECTION H. SECURITY INTEREST
(1) In order to induce LICENSOR to enter into this Agreement and to
induce LICENSEE to perform its obligations hereunder and in order to
secure the full and timely performance by LICENSEE of its
obligations, including but not limited to, any payment required
hereunder, LICENSEE hereby grants and assigns to LICENSOR a
continuing lien and security interest in and to, and mortgage on,
(hereinafter collectively referred to as "LICENSOR'S Lien") the
Collateral, as defined below. The LICENSOR'S Lien shall be evidenced
by, and LICENSEE shall execute and deliver to LICENSOR upon
LICENSOR'S request, UCC-1 Financing Statements and any other
documents, filings or instruments LICENSOR deems necessary or
desirable to create and/or perfect the LICENSOR'S Lien under any
applicable law and, to the extent required by LICENSOR, related
security agreements, each in form and substance reasonably
satisfactory to LICENSOR. LICENSEE'S execution and delivery to
LICENSOR of the foregoing is of the essence of this Agreement.
LICENSOR shall have all rights of a secured creditor, at law, in
equity, and otherwise, in connection with the LICENSOR'S Lien and
LICENSOR'S enforcement of LICENSEE'S obligations hereunder.
(2) The term "Collateral" as used herein shall mean all of
LICENSEE'S right, title and interest of every kind and nature in, to
and under the following items, but none of LICENSEE'S obligations
with respect thereto, tangible or intangible, in every state of
development, production and completion, whether now owned or in
existence or hereafter made acquired or created, contemplated or
planned, and all proceeds thereof wherever the same may be located:
(a) All rights licensed or otherwise transferred to LICENSEE
hereunder (hereinafter referred to as the "Rights");
(b) All properties, assets and things of value pertaining to the
Rights, including without limitation, all accounts, contract rights,
chattel paper, documents, general intangibles, goods, all money and
claims for money, whether or not such claims to money have been
earned by performance, now owned or hereafter acquired by LICENSEE
related to, connected with or derived from the Rights and/or the
exploitation of the Rights;
(c) All products, proceeds, additions and accessions of any and all
of the foregoing Collateral and, to the extent not otherwise
included, all payments under insurance or any indemnity, warranty or
guaranty payable by reason of loss or damage to or otherwise with
respect to any of the foregoing Collateral. For purposes hereof, the
term "proceeds" includes whatever is receivable or received when
Collateral or proceeds are sold, collected, exchanged or otherwise
disposed of, whether such disposition is voluntary or involuntary.
(3) LICENSEE shall execute, acknowledge and deliver to LICENSOR or
cause to be executed, acknowledged and delivered to LICENSOR any and
all documents and/or instruments and do such other acts and deeds as
may be reasonable required by LICENSOR or its assignees or licensees
to further perfect, protect, evidence, effectuate, renew and/or
continue the LICENSOR'S Lien, and LICENSOR'S rights in connection
therewith. In event LICENSEE fails to do so within three (3)
business days after LICENSOR'S request therefore, LICENSEE hereby
appoints LICENSOR its irrevocable attorney-in-fact to execute,
acknowledge and delivery any such document or instrument and do so
other acts and deeds for and of behalf of LICENSOR, and LICENSEE
agrees that such appointment constitutes a power coupled with an
interest and is irrevocable.
SECTION I. BANKRUPTCY.
In the event that LICENSEE makes any assignment for the benefit of
creditors, files a petition in bankruptcy (voluntarily), has a
petition filed against it by a third party (involuntarily), becomes
insolvent, or is similarly prevented from or unable to fulfill its
duties, hereunder, LICENSOR may terminate this Agreement,
immediately, upon giving notice to LICENSEE. In the event of actual
bankruptcy or receivership of LICENSEE, this Agreement shall
automatically terminate.
SECTION J. BREACH AND TERMINATION.
(1) Curable Breaches. If either party breaches any of the terms and
provisions of this Agreement, and the party involved fails to cure
the breach within thirty (30) days after receiving written notice by
certified or registered mail from the other party specifying the
particulars of the breach, the non defaulting party shall have the
right to terminate this Agreement by giving written notice to the
defaulting party by registered or certified mail.
(2) Effect of Termination. Termination of this Agreement under the
provisions of this section or the provisions set forth elsewhere in
this Agreement shall be without prejudice to any rights or claims
which LICENSOR may otherwise have against LICENSEE, or which LICENSEE
may otherwise have against LICENSOR.
(3) Discontinuance of Use of VIDEO PROGRAMS. Upon the expiration or
earlier termination of this Agreement, LICENSEE agrees to immediately
and permanently discontinue broadcasting or otherwise using the VIDEO
PROGRAMS and immediately to terminate all agreements with third
parties which relate to the VIDEO PROGRAMS.
SECTION K. MISCELLANEOUS PROVISIONS
(1) Restriction on Assignments. There shall be no restrictions on
assignment and sublicensing while David Copeland is CEO of the
LICENSEE. LICENSEE shall notify LICENSOR when an assignment or
sublicense is made. If David Copeland is no longer CEO of the
Company then LICENSEE can assign and sublicense rights to an
unaffiliated third party only after LICENSOR's written approval, such
written approval shall not unreasonably be withheld.
(2) Parties Not Joint Venturers. Nothing contained in this Agreement
shall be construed so as to make the parties partners or joint
venturers or to permit the LICENSEE to bind LICENSOR to any agreement
or purport to act on behalf of LICENSOR in any respect.
(3) Modifications of Agreement; Remedies. No waiver or modification
of any of the terms of this Agreement shall be valid unless in
writing, signed by both parties. Failure by either party to enforce
any rights under this Agreement shall not be construed as a
continuing waiver or as a waiver in other instances.
(4) No Waiver of Termination Rights. The failure of LICENSOR or
LICENSEE to exercise any right to terminate the agreement for any
reasons stated herein shall not be and is not a waiver of the right
to terminate for such reason, and such right shall be exercisable
when it is deemed appropriate by LICENSOR or LICENSEE (as
applicable).
(5) Invalidity of Separable Provisions. If any term or provision of
this Agreement is for any reason held to be invalid, such invalidity
shall not affect any other term or provision, and this Agreement
shall be interpreted as if such term or provision had never been
contained in this Agreement.
(6) Notices. All notices to be given under this Agreement (which
shall be in writing) shall be given at the respective addresses of
the parties as set forth below, unless notification of a change of
address is given in writing.
Either party may change its address for the purpose of receiving
notices or demands by providing written notice given in such manner
to the other party hereto, which notice of change of address shall
not become effective, however, until the actual receipt thereof by
the other party. Any and all notices, communications and demands
required or desired to be given hereunder by either party hereto
shall be validly given or made if served either personally, by
facsimile or if deposited in the United States mail, certified or
registered, postage prepaid, return receipt requested. If such notice
or demand is served by registered or certified mail in the manner
herein provided, service shall be conclusively deemed made forty-
eight (48) hours after the deposit thereof in the United States mail
addressed to the party to whom such notice or demand is to be given
as hereinafter set forth:
If to LICENSOR:
Vidway Interactive, Inc.
630 Ninth Avenue, Suite 207
New York, New York 10036
Attn: Dave Copeland
With a copy to:
Eisenberg Tanchum & Levy
675 Third Avenue, Suite 2900
New York, New York 10017
Attn: Richard D. Eisenberg, Esq.
If to LICENSEE:
World Wide Digital Media, Inc.
1901 Avenue of the Stars
Suite 1710
Los Angeles, CA 90067
With a copy to:
Marc R. Tow & Associates
3900 Birch Street, Suite 113
Newport Beach, CA 92660
Attn.: Marc R. Tow
(7) Headings. The paragraph and section headings of this Agreement
are inserted only for convenience and shall not be construed as a
part of this Agreement.
(8) Entire Understanding. This Agreement contains the entire
understanding of the parties with respect to its subject matter. Any
and all representations or agreements by any agent or representative
of either party to the contrary shall be of no effect.
(9) Governing Law. This Agreement shall be construed and governed in
accordance with the laws of the State of Nevada, regardless of the
place or places of its physical execution and performance execution
in multiple forms.
(10) Confidentiality. LICENSEE and LICENSOR each represent and
warrant that it shall not disclose to any party (other than its
employees, in their capacity as such) any information with respect to
the financial terms and provisions of this Agreement except (a) to
the extent necessary to comply with law or the valid order of a court
of competent jurisdiction, in which event the party so complying
shall so notify the other party as promptly as practicable (and, if
possible, prior to making any disclosure) and shall seek confidential
treatment of such information, (b) as part of its normal reporting or
review procedure to its parent company, its auditors or its attorneys
and such parent company, auditors or attorneys, as the case may be,
agree to be bound by the provisions of this section or (c) in order
to enforce its rights pursuant to this Agreement.