Fill and Sign the World Wrestling Federation Entertainment Inc Form S 1a

3.14 Form: Graphics License Agreement AGREEMENT, by and between Visual Productions, Inc., a New York corporation with its principal place of business at Lexington Avenue, New York, New York ("Producer") and Graphic Arts, Inc., a Florida corporation with its principal place of business at Sunny Boulevard, Miami, Florida ("Licensor").WHEREAS, Licensor publishes various graphics (the "Material") as described in detail in Schedule A; and WHEREAS, Producer is engaged in the business of designing, producing and distributing certain products, including annual versions thereof, described in Schedule B attached hereto, (the "Product") to be produced in CD-ROM format for IBM-Compatible and Macintosh personal computers NOW, THEREFORE, the parties hereto agree as follows: 1. Grant of License Licensor hereby grants to Producer, and its assigns or licensees subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable worldwide royalty bearing license of the rights to reproduce the Materials or any part, alteration or derivation thereof, in combination with other matter, including, but not limited to, text, data, images, photographs, illustrations, animation and graphics, or video or audio segments of any nature, in the Product and, in any manner now known or hereafter to become known (not limited to CD-ROM technology), publish, reproduce, license, sell, distribute, transmit, broadcast, or publicly exhibit, display or perform the Materials, as part of the Product. 2. Delivery of Materials Upon the execution of this Agreement, Licensor shall deliver copies of the Materials as they currently exist in machine-readable form, in accordance with the technical specifications set forth in Exhibit C. 3. Ownership of Product Licensor acknowledges that Producer is and shall be the owner of all trademarks, trade names, copyrights and other intellectual property rights with respect to the Product, except for the Materials and other information or content licensed from third parties. Producer agrees to include all copyright, trademark and other proprietary notices of Licensor set forth on Exhibit A on the first screen generated by the Product, and if the Product is distributed in physical media, on that physical media and any packaging which accompanies the Product. 4. Ownership of Materials Licensor represents and warrants that: (i) it owns and possesses all right, title and interest to the Materials furnished to Producer hereunder, (ii) it has the full and unrestricted right to enter into this Agreement; (iii) that the reproduction, use, publication, license, sale, lease, distribution, transmission, broadcast, or public exhibition, display or performance of the Materials as authorized herein does not infringe any trademark, copyright, patent, trade secret or other proprietary right of any third party; and (iv) that the Materials are not libelous or defamatory. Licensor agrees to indemnify and hold Producer, its agents, assigns, licensees and employees, harmless from any loss, damage or liability for infringement of any United States trademark, copyright or other proprietary right resulting from Producer's use of the Materials. Licensor agrees to defend Producer, at Licensor's expense, against any suit, proceeding, claim or action involving any allegation in contravention of Licensor's representations hereunder. 5. Updated Materials Licensor shall produce updated, revised and new versions of the Material on an annual basis (such updates, revisions and new versions to be considered as part of the Material), and deliver such updated, revised or new versions of the Material in accordance with the technical specifications set forth in Exhibit C, no later than March 1 of each year during the Term (as defined herein). 6. Royalties For the rights, privileges and licenses granted hereunder, Producer shall pay to Licensor in the manner hereinafter provided until the expiration or termination of the Term (as defined herein) a royalty on Sales Income (as defined herein): (a) Such royalty shall be an amount equal to ____ percent (___%) of Sales Income multiplied by the percentage of bytes that the Materials represent of the total number of bytes which comprise to the Product (such evaluation being done in an uncompressed and unencrypted format), or ____ percent (___%) of Sales Income, whichever is greater. (b) As used herein, "Sales Income" shall mean all gross revenues received by Producer in connection with any sale, license, lease or other exploitation of the Product, if the Product incorporates any or all of the Materials, less: (i) transportation and shipping charges, including insurance; (ii) monies received for demonstration and promotional Products; (iii) sales, use and excise taxes and duties paid or allowed by Producer and any other governmental charges imposed upon Producer for the production, use, sale or license of the Product; (iv) actual credits, discounts, allowances and returns granted to customers; (v) normal and customary trade and quantity discounts and allowances; and (vi) credits for uncollected or uncollectible accounts. Except as herein provided, Sales Income shall be determined by using generally accepted accounting principles consistently applied. (c) Producer shall render to Licensor, on a quarterly basis, commencing with the quarter during which the first after the first distribution of the Product takes place, a detailed written statement of the fees due to Licensor or accrued by Licensor against the Advance (as defined herein). Such statement shall be accompanied by a remittance of such amount as shown to be due. Each statement shall be rendered within forty-five (45) days following the end of each quarterly period; provided, however, that no statement shall be furnished for any such period in which there are no fees due to, or accrued by Licensor. Any statement remitted by Licensor hereunder shall conclusively be deemed true and correct and binding on Licensor unless Licensor submits to Producer in writing within two (2) years after such statement has been remitted to Licensor specific objections to the submitted statement. Licensor shall have the right at its sole cost and expense to cause an independent certified public accounting firm reasonably acceptable to Producer to examine and inspect the books and records of Producer which relate to the Product for the purpose of determining the accuracy of statements rendered by Producer.(d) Producer shall pay Licensor ten thousand dollars ($10,000) as a non-refundable advance of royalties upon the execution of this Agreement (the "Advance"). Any royalties earned by Licensor will accrue against the Advance until such royalties exceed ten thousand dollars ($10,000), after which they will be paid directly to Licensor. 7. Term The initial term of this Agreement shall be for three (3) years, commencing on the signing date of this Agreement (the "Term"). This Agreement shall be automatically renewed for a period of two (2) years at the end of the initial term, such renewal period to be considered part of the "Term" as used herein, unless at least six (6) months prior to the termination of the initial term of this Agreement either party notifies the other in writing of its intention not to renew this Agreement. 8. Termination If either party should fail materially to fulfill its obligations under this Agreement, the other shall have the right to cancel this Agreement in whole or in part, provided that the defaulting party has been given notice of the default and thirty (30) days from receipt of such notice to cure the default. The failure to cure such default within the stated period of time shall entitle the nonbreaching party to terminate this Agreement. Notwithstanding termination of this Agreement for any cause, Licensor shall retain the Advance. 9. Promotional Copies Producer shall provide Licensor with twenty (20) versions of the Product in each form that they are commercially distributed, complete with documentation and all accompanying materi al. These copies shall be for promotional or other internal use only and are not for resale. Licensor shall have the right to purchase additional copies of the Product at a discount of thirty percent (30%) from the Producer's standard price for the Product sold in comparable quantities. 10. Quality Control Review After the Materials have been included in the Product but before the Product is commercially distributed, Producer will submit the Product to Licensor for a quality control review. Licensor shall have the opportunity to review the Product for five (5) business days and submit any suggested changes or improvements (a "Licensor Suggestion") to Producer by the end of the fifth business day. Where reasonably possible, and considering production schedules and technical limitations, Producer shall incorporate these changes and improvements in the final Product. Licensor will not have any indemnification obligation under Section 4 herein which arose only because a Licensor Suggestion was not accepted. 11. TrademarkNothing herein shall be construed as a license for Producer to use the name, logo, trademark or any other identification of Licensor in conjunction with the Product or its promotion. 12. No Obligation to Use Nothing herein shall be construed as an obligation of the Producer to use the Material, or any part thereof, in the Product. 13. Notices and Requests All notices and requests in connection with this Agreement shall be given or made upon the respective parties in writing and shall be deemed to be given as of the day such notice or request is sent by confirmed facsimile transmission, overnight mail or is deposited in the U.S. mails, postage prepaid, certified or registered, return receipt requested, and to the addresses set forth above or to such other address as the party to receive the notice or request so designates by written notice to the other. 14. Severability In the event that any provision of this Agreement or any obligation or grant of rights by either party is found invalid or unenforceable pursuant to a judicial decree or decision, any such provision, obligation or grant of rights shall be deemed and construed to extend only to the maximum permitted by law and the remainder of this Agreement shall remain valid and enforceable according to its terms. 15. Assignment This Agreement may not be assigned by either party without the prior written consent of the other party. Any purported assignment without such written consent shall be unenforceable and shall have no force or effect. 16. Complete Agreement This Agreement, together with the Exhibits, completely and exclusively states the agreement of the parties regarding the subject matter. 17. Modifications This Agreement shall not be modified or amended except by a writing stating that it is such an amendment or modification, and signed by an authorized representative of each of the parties hereto. 18. No Waiver The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any right hereunder. 19. Governing Law This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. 20. Relationship of Parties Neither party shall be deemed an employee, agent, partner or joint venturer of the other, nor shall either party have the right to bind the other to any agreement with a third party or to incur any obligation or liability on behalf of the other party. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date hereof. VISUAL PRODUCTIONS, INC. GRAPHIC ARTS, INC. By:________________________ By:_______________________ Title:_____________________ Title:____________________