agreement michael-melichar-w-exhibit (1)

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CONTRIBUTION AND ROYALTY AGREEMENT THIS CONTRIBUTION AND ROYALTY AGREEMENT (this "Agreement") is made as of November 1, 2015 (the "Effective Date") by and between Michael Melichar, a resident of Florida ("Contributor"), and Alternative Solutions Media LLC, a corporation under the laws of the State of Florida ("Corporation"). RECITALS Contributor wishes to contribute all of his right, title and interest to content and services, known as Contributed Assets, for the completion of the Starter Kit to Recovery Video Series ("Video") (as defined herein), and the Corporation wishes to accept, acquire and receive participation and services; and Contributor shall receive in consideration for such contribution a certain amount of royalty payments, all as set forth herein. AGREEMENT Now, THEREFORE, for and in consideration of the mutual covenants contained herein, the parties agree as follows: DEFINITIONS As used herein the following terms shall have the meaning set forth below: "Audit" has the meaning outlined in Section 5(b). "Audited Period" has the meaning outlined in Section 5(c). "Effective Date" means the earlier of the first date on which the Corporation accepts the agreement. "Contributed Assets" means contributed content including without limitation, all Intellectual Property Rights in and to and all rights to contributed content relating to addiction treatment and recovery practices; and (iii) all Know-How and all technical and other information that is necessary, useful, or convenient to create the Video in each case to the extent owned or held by Contributor as of the Effective Date. Page 1 of 12

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Page 1: Agreement michael-melichar-w-exhibit (1)

CONTRIBUTION AND ROYALTY AGREEMENT THIS CONTRIBUTION AND ROYALTY AGREEMENT (this "Agreement") is made as of November 1, 2015 (the "Effective Date") by and between Michael Melichar, a resident of Florida ("Contributor"), and Alternative Solutions Media LLC, a corporation under the laws of the State of Florida ("Corporation"). RECITALSContributor wishes to contribute all of his right, title and interest to content and services, known as Contributed Assets, for the completion of the Starter Kit to Recovery Video Series ("Video") (as defined herein), and the Corporation wishes to accept, acquire and receive participation and services; and Contributor shall receive in consideration for such contribution a certain amount of royalty payments, all as set forth herein.

AGREEMENTNow, THEREFORE, for and in consideration of the mutual covenants contained herein, the parties agree as follows: DEFINITIONS As used herein the following terms shall have the meaning set forth below: "Audit" has the meaning outlined in Section 5(b). "Audited Period" has the meaning outlined in Section 5(c). "Effective Date" means the earlier of the first date on which the Corporation accepts the agreement. "Contributed Assets" means contributed content including without limitation, all Intellectual Property Rights in and to and all rights to contributed content relating to addiction treatment and recovery practices; and (iii) all Know-How and all technical and other information that is necessary, useful, or convenient to create the Video in each case to the extent owned or held by Contributor as of the Effective Date. "Intellectual Property" means any patent, patent application, trademark (whether registered or unregistered and whether or not relating to a published work), trademark application, trade name, fictitious business name, service mark (whether registered or unregistered), service mark application, copyright (whether registered or unregistered), copyright application, trade secret, Know-How, customer list, franchise, system, computer software, code, URLs, websites, works of authorship, and other forms of technology invention, design, blueprint, engineering drawing, proprietary product, technology, proprietary right or other intellectual property right or intangible asset (whether or not embodied in any tangible form and including all tangible embodiments of the foregoing such as instruction manuals). "Intellectual Property Rights" means and includes all rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exploitation rights, copyrights, moral rights, and mask works; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patents and

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industrial property rights; (e) other proprietary rights in Intellectual Property of every kind and nature; and (f) all registrations, renewals, extensions, continuations, divisions, or reissues of, and applications for, any of the rights referred to in clauses (a) through (e) above. "Know-How" means all technical and other information, or knowledge that is necessary, useful, or convenient to produce the Video or any Intellectual Property Rights including, without limitation, concepts, discoveries, data, designs, formulae, ideas, inventions, methods, models, assays, research plans, procedures, processes, designs for experiments and tests and results of experimentation and testing (including, without limitation, results of research or development), processes (including, without limitation, manufacturing processes, specifications, and techniques), laboratory records, chemical, clinical, analytical, and quality data, trial data, case report forms, data analyses, reports, manufacturing data or summaries, and information contained in submissions to and information from regulatory authorities, and includes any rights including, without limitation, copyright, database, or design rights protecting any of the foregoing. "Royalty" has the meaning outlined in Section 4(a).

"Royalty Period" means the period commencing on the Effective Date and ending 36 calendar months from that date.

"Production Period" is the term immediately following the Effective date during which time the Video will be produced, and the services of the Contributor will be required.

"Third Party" means any Person other than the Corporation and Contributor.

1. Contribution Period Term the Corporation hereby retains the Contributor and Contributor agrees to render to the Corporation those services described in Exhibit A, incorporated by reference and attached hereto, for the period (the “Royalty Period”) commencing on the Effective Date of this Agreement and continuing until the time specified in Exhibit A, not to exceed 36 months.

2. Duties, Responsibilities (a) Contributor hereby agrees to provide and perform for the Corporation those services outlined in Exhibit A. (b) Corporation hereby agrees to provide compensation in the form of royalties during the Royalty period.

3. Compensation and Benefits(a) Compensation in the form of royalty payments The Corporation shall, as consideration for the services rendered and Contributed Assets, pay Contributor a royalty of $2.00 per unit sold of revenues received by the Corporation during the Royalty Period from sales of the Video.Notwithstanding anything herein to the contrary, Corporation shall pay only one Royalty, and Contributor shall not receive double or multiple Royalties from the sale of the same Video unit.  The Royalty is earned when the revenue derived from the sale of a unit is paid to the Corporation. The Royalty shall be payable within fifteen (15) days after the end of each calendar month during the Royalty Period based on revenues received by the Corporation during the

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preceding calendar month. The Royalties shall be payable by check or by wire transfer at Corporation's option.(b) Benefits Other than the compensation specified in Sections 3(a), Contributor shall not be entitled to any direct or indirect compensation for services performed hereunder.

4. Contribution of Assets(a) Contributor does at this moment irrevocably contribute, transfer, assign and convey to Corporation, its successors, and assigns, free and clear of any encumbrances, to have and hold forever, all of Contributor's right, title and interest in and good and marketable title to the Contributed Assets. (b) Corporation hereby accepts the contribution, transfer, assignment and conveyance to it of the Contributed Assets. Corporation agrees that the Contributed Assets shall be a contribution to the capital of Corporation by Contributor. (c) On or immediately following the Effective Date, (Production Period) Contributor shall deliver to Corporation all tangible embodiments of the Contributed Assets.(d) Contributor shall not itself create, nor shall it directly or indirectly assist or permit any Third Party to, create such a product competitive in addition to that or any Intellectual Property Rights described or disclosed in the Video or represented thereby.(e) The Corporation shall own all right, title and interest in and to all Intellectual Property Rights therein developed by Contributor (whether in whole or in part) including without limitation: all preliminary designs and drafts, all other writings and works of authorship, all copies of such works in whatever medium such copies are fixed or embodied, all inventions, all derivative works and patentable and unpatentable inventions and improvements, all programs and processes, program modifications, ideas or creations, devices, techniques, and all worldwide copyrights, trademarks, patents or other intellectual property rights in and to such works. In the event any right, title or interest in and to any of the Improvements, Improvement Patents or Intellectual Property Rights therein does not vest automatically in and with the Corporation, Contributor agrees to and hereby does irrevocably assign, convey, and otherwise transfer to the Corporation, and the Corporation's respective successors and assigns, all such right, title and interest therein and thereto with no requirement of further consideration from or action by Contributor or the Corporation. The Corporation shall have the exclusive worldwide right to register, in all cases as "claimant" and when applicable as "author", all copyrights in and to any copyrightable element of the Improvements, Improvement Patents or Intellectual Property Rights therein, and file any and all applicable renewals and extensions of such copyright registrations. The Corporation shall also have the exclusive worldwide right to file applications for and obtain (i) patents on and for any of the Improvements, Improvement Patents or Intellectual Property Rights therein in Contributor's name or otherwise and (ii) assignments for the transfer of the ownership of any such patents to the Corporation.

5. Nondisclosurea. Neither Party shall, during the term of this Agreement nor for a period of five (5) years thereafter, disclose any confidential Information, or any files, methods or devices utilized by the reciprocal Party in its business to any other person, firm, corporation or business, or make any use of the information contained in any list, file or record.

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b. Injunctive Relief; Legal Fees.  Both Parties further agree that damages at law would be an inadequate remedy for the breach of this noncompete / nondisclosure provision, and that, in addition to any and all other remedies to which a Party would otherwise be entitled, said Party shall be entitled to injunctive relief with respect to it. Further, in the event said Party is required to undertake legal action to enforce the terms of this paragraph, it shall be entitled to recover from the other Party legal costs and reasonable attorneys’ fees incurred.

6. Audits(a) Corporation shall generate and maintain in an accurate, complete, and organized manner all such records (the "Records") as are reasonably necessary to substantiate the Corporation's compliance with the terms and conditions of this Agreement regarding the determination and payment of the Royalty under Article 4 (the "Purpose"). Such Records shall be retained by Corporation for not less than five (5) years after the last day of the Quarter to which they pertain. (b) During the Royalty Period and for a period of not less than one (1) year after the last day of the Royalty Period, Corporation shall make all of the Records available for inspection and audit by Contributor or its authorized representatives for the Purpose (each, an "Audit") on not less than ten (10) business days' prior written notice to Corporation. In this regard, Contributor and its authorized representatives shall be permitted reasonable access to Corporation's accounting offices during normal business hours and such Records as are reasonably necessary for the purpose.(c) Contributor may not conduct an Audit more than twice during each twelve (12) month period after the Effective Date unless such Audit reveals errors, omissions, and non-compliance by Corporation with its obligations to pay Contributor any portion of the Royalty to which Contributor is entitled under Article 4.(d) Interference with Business; Competitive Activities Contributor agrees that for a period of one (1) year after termination of the Royalty Period, Contributor shall not (i) divert or attempt to divert from the Corporation any business of any kind in which it is engaged, including, without limitation, the solicitation of or interference with any of its suppliers or customers; or (ii) employ, solicit for employment, or recommend for employment any person employed by the Corporation, during the Royalty Period and for a period of one (1) year thereafter.

7. DisclosureContributor agrees to maintain adequate and current written records of the development of all Invention Ideas and shall disclose these to the Corporation.

8. ExclusionsCorporation acknowledges that there are ideas, processes, trademarks, service marks, technology, computer programs, original works of authorship, designs, formulas, inventions, discoveries, patents, copyrights, or improvements to the preceding produced within the scope of Contributor’s relationship with the Corporation. These items are the property of the Corporation and are not subject to the terms of this agreement.

9. Assignment; Successors and Assigns Contributor agrees that it will not assign, sell, transfer, delegate or otherwise dispose of any rights or obligations under this Agreement.  Any purported assignment, transfer, or delegation shall be null and void.  Nothing in this Agreement shall prevent the consolidation of the

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Corporation with, or its merger into, any other corporation, or the sale by the Corporation of all or substantially all of its properties or assets, or the assignment by the Corporation of this Agreement and the performance of its obligations hereunder to any successor in interest or any Affiliated Company.  Subject to the preceding, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors and permitted assigns, and shall not benefit any person or entity other than those enumerated above.

10. NoticesAll notices or other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand or mailed, postage prepaid, by certified or registered mail, return receipt requested, and addressed to the Corporation at:

Alternative Solutions Media LLC540 74th St Suite 1

Miami Beach, FL 33140

to the Contributor at:

Michael Melichar3111 SE 1st St.

Boynton Beach, FL 33435

Notice of change of address shall be effective only when done in writing and sent by the provisions of this Section.

11. Amendments; WaiversThis Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by a duly authorized representative of the Corporation and the Contributor.  By an instrument in writing similarly executed, either party may waive compliance by the other party with any provision of this Agreement that such other party was or is obligated to comply with or perform, provided, however that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equity.

12. Interruption of Service Either party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, laws proclamations, ordinances or regulations, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature.  The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period equal to the period of such excusable interruption.  When such events have abated, the parties’ respective obligations hereunder shall resume.  Except for mandatory services outlined in Exhibit 1, in the event the interruption of the excused party’s obligations continues for a period

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more than thirty (30) days, either party shall have the right to terminate this Agreement upon ten (10) days’ prior written notice to the other party.

13. Severability; EnforcementIf any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect.

14. Rules of ConstructionThe language in all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning. Section headings in this Agreement are for convenience only and are not to be construed as a part of this Agreement or in any way limiting or amplifying the provisions hereof.  All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.

15. Governing LawThe validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed by the law of the State of Florida.

16. Independent Contractor The Contributor shall operate at all times as an independent contractor of the Corporation.  This Agreement does not authorize the Contributor to act for the Corporation as its agent or to make commitments on behalf of the Corporation.  The Corporation shall not withhold payroll taxes, and neither Contributor shall not be covered by health, life, disability, or workers’ compensation insurance of the Corporation.

17. Ability to Enter Into AgreementEach party represents and warrants to the other Party that this Agreement has been duly authorized, executed and delivered and that the performance of its obligations under this Agreement does not conflict with any order, law, rule or regulation or any agreement or understanding by which such party is bound.

18. Entire AgreementThe terms of this Agreement are intended to be in the final expression of their agreement on the Contributor’s commitment to the Corporation and may not be contradicted by evidence of any prior or contemporaneous agreement.

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The parties have duly executed this Agreement as of the date first written above:

_____________________________ Michael Melichar

CONTRIBUTOR

3111 SE 1st St.

Boynton Beach, FL 33435

_____________________________ ON BEHALF OF THE CORPORATION Howard Needle CEO

Alternative Solutions Media LLC540 74th St Suite 1Miami Beach, FL 33140

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Exhibit A

CONTRIBUTION

Commencing on the Effective Date and continuing for a term of 36 calendar months, Contributor will effectively serve the Corporation in these capacities:

Provide unique knowledge and content relating to addiction treatment and recovery from drug and alcohol addiction.

Offer guidance based on their professional experience to educate an audience on the successful practices of the addiction treatment industry as content for the final Video production.

Appear in the studio and be available for the professional taping of the Video. Complete at least three full hours of educational programming for commercial use in the

Video. Provide knowledge and opinions based on experience that viewers could recognize as

useful information on how to help viewers create a plan to overcome substance abuse and alcohol addiction.

Provide up to 10 hours a month of either email, instant messaging, phone calls for communication that directly answers questions posed by viewers. An online forum will be available for direct comments, and a company representative will assist with any Q & A. This part of the program will develop into a master file of client communications for educational purposes.

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