DISTRIBUTION AGREEMENT

 

D. BBC owns, controls and has cleared completely all literary, art, video, dramatic, dance and musical material and synchronization rights contained in the Items and BBC has obtained all necessary licenses and permissions required for manufacture, distribution, sale, marketing, advertising and exploitation of the Items throughout the territory and grants these rights to BVE.

 

E. Neither the Items nor the title thereof, as submitted by BBC, nor anything contained in the Items, including, but not limited to, any music and sound synchronized therewith or the distribution of the Items in the licensed area, nor the exercise by BVE of any of the rights granted it hereunder, does or will violate or infringe upon the trademark, name, copyright, literary, dramatic, musical, artistic, personal, civil or Items right or rights of privacy or any other right of any person or entity.

 

F. BBC's warranties, representations and Agreements herein are true and complete as of the date of this Agreement shall remain so throughout the term of this Agreement and survive the expiration of the term of this Agreement.

 

 

 

B)	It shall make payments to BBC as provided herein;

14.         FORCE MAJEURE

 

Neither Party hereto shall be liable to the other for any loss, damage or default occasioned by strikes, civil disorder, governmental, federal or other authority, acts of God or any other force majeure.

 

15.         PROMOTION & MARKETING

 

To the extent reasonably possible, BBC shall make BVE aware of promotional activities BBC plans for new product releases(s) well in advance of such activities, i.e., one to two months, All marketing and promotion for products and brand is exclusively owned and managed by the BBC. BVE will forward all opportunities as typical.

 

BBC agrees to the use of select sound bites and/or video footage to be used at the BVE's discretion for promotional purposes. Any advertising or promotion by BVE or retailer that requires payment or co-op by BBC must be pre-approved in writing.

 

16.         TERMINATION OF AGREEMENT

 

BVE reserves the right to terminate the present Agreement if it makes full and complete payment to BBC of all amounts.

 

BVE or BBC may terminate the Agreement in the event either Party shall make or attempt to make any assignment for the benefit of creditors or any proceeding under any bankruptcy or insolvency law that is taken by or against the other Party.

 

If after one (1) year from the execution of the agreement BBC determines the markets and channels specified in paragraph 3 above is being underserved, BBC reserves the right to notify BVE in writing of its wishes to reclaim the same for self distribution.

 

Should termination occur, BVE shall be allowed a six (6) month sell off period for all items and the right to return all unsold items for credit or payment from BBC based on BVE's account balance with BBC.

 

17.         ONLY AGREEMENT

 

The present Agreement constitutes the sole and only Agreement between the parties hereto, as defined herein before. However certain special price documents that already exist between BVE and BBC shall remain in effect including Walgreens, Buy Buy Baby, Toys R Us, etc.

 

18.         GENERAL PROVISIONS

 

This Agreement shall be binding on and shall inure to the benefits of the Parties hereto and their respective successors.

19.         GOVERNING LAW

 

Should there arise any differences or disputes between BVE and BBC which cannot be settled amicably within thirty (30) days after the aggrieved party sends notice to the other party, this Agreement and the interpretation thereof shall be subject to prompt binding arbitration in the Jurisdiction of the Defending Party before a Commercial Panel of three (3) arbitrators in accordance with and pursuant to the then existing Commercial Arbitration Rules of the American Arbitration Association. Each party shall elect an arbitrator from a panel furnished by the appointing authority. The two parties, in turn, shall choose a third presiding arbitrator who need not be from the panel. If the parties are unable to agree upon the presiding arbitrator, the appointing authority shall have the power to make the appointment from other members of the p anel. This Agreement shall be governed by the laws of the State of the Defending Party without regard to its conflict of laws or principles. The arbitrators shall, therefore, interpret the Agreement with the substantive laws of the Defending Party's State. The arbitrators in their discretion, may award specific performance or injunctive relief (but not punitive damages) and reasonable attorney's fees and expenses. However, in any arbitration proceeding, the arbitrators may not change, modify or alter any express condition, term or provision hereof, and to that extent the scope of their authority is expressly limited. The arbitration award shall be final and binding upon the Parties and judgment may be entered thereon in any court having jurisdiction. The service of any notice, process, motion or other document in connection with an arbitration or for the enforcement of any arbitration award may be made in the same manner that communications may be given under the Notice Section hereof.

 

20.         NOTICES

 

All notices hereunder must be in writing and must be personally delivered or be sent registered or certified mail, postage prepaid. The address for all notices to be sent to the BVE is:

BayView Entertainment LLC, 107 Pink Street, Hackensack, New Jersey, 07601. The address for all notices to be sent to BBC is: The Brainy Baby Company, LLC 460 Brogdon Road, Suite 400, Suwanee, GA 30024

 

21.        RELATIONSHIP OF PARTIES

 

This AGREEMENT shall not be deemed to create any partnership, joint venture, agency fiduciary or employment relationship between the parties and neither party shall hold itself as the agent or partner of the other.

 

22.   MICELLANEOUS