Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Max Sound Corp | f8k123009_soact.htm |
| EX-99.1 - PRESS RELEASE ANNOUNCING AGREEMENT WITH CREATIVE LICENSING, INC - Max Sound Corp | f8k123009ex99i_soact.htm |
| EX-99.2 - PRESS RELEASE ANNOUNCING CONSULTING AGREEMENT WITH ROY SCIACCA - Max Sound Corp | f8k123009ex99ii_soact.htm |
| EX-10.2 - AGREEMENT WITH ROY SCIACCA - Max Sound Corp | f8k123009ex10ii_soact.htm |
Exhibit 10.1
SPONSORSHIP
ADVERTISING AGREEMENT
THIS
AGREEMENT is made between SO ACT NETWORK, Inc. whose address is 10685-B
Hazlehurst Drive #6572, Houston, TX 77043(hereinafter referred to as "SAN"); and
CREATIVE LICENSING INC., 3561 N.W. 126th
Avenue , Coral Springs, FL, 33071 (hereinafter referred to as
"CLI").
WHEREAS,
SAN is in the business of providing a Social Network to the public for public
and private use as an online operating system and internal network;
and
WHEREAS,
CLI is a full spectrum entertainment company specializing in television
production, touring, merchandising, internet development and hi-tech marketing
integration; and
WHEREAS,
during the period of time covered by this Agreement, and in exchange for shares
of common stock in SAN, CLI will provide advertising for SAN under the category
“Sponsored By” status throughout CLI's 2010 global program ‘Recreating a Legend’
Season One (hereinafter referred to as "RAL"); and
WHEREAS,
the parties agree, having gained a complete understanding of the desired stock
and advertising to be exchanged and provided between SAN and CLI;
NOW,
THEREFORE, in consideration of the mutual covenants and promises contained
herein, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:
1.
DUTIES AND INVOLVEMENT.
i. From
January 2010 to December 2010, CLI will provide SAN advertising as specified in
the agreement as for CLI’s television show titled “Recreating a Legend” (RAL)
Season One.
ii. CLI
will provide said advertising by incorporating “SAN’s Advertisement” within
CLI’s designated category of “Sponsored By” status. CLI will provide to SAN the
required specification for each advertising outlet available on RAL such as
size, dimensions, length of time, etc. for all of SAN’s available placements as
a “Sponsored By” status. (SAN’s advertisement will consist of any combination of
So Act’s chosen logo, web site SoAct.Net, and companion message that SAN’s
understands will be inserted into and within each available advertising space
provided by CLI for RAL)
iii. CLI
agrees that “SAN’s Advertisement" will appear wherever and whenever any
advertising appears to promote other RAL – Season One “Sponsored By” status
participants.
iv. CLI
agrees that there will be a total of no more than eight “Sponsored By” status
participants for RAL – Season One, of which SAN is one of the
eight.
v. As SAN
is an RAL Season One “Sponsored By” status participant, CLI warrants that “SAN’s
Advertisement” will appear wherever and whenever any “Sponsored By” advertising
appears to promote other participants in this program within all venues and
mediums, including, but not limited to -
WORLD
PRESS CONFERENCE: So Act Signage, So Act Key Speaker, Live Music Segment
T.O.E.
AUDITIONS:
US & INTERNATIONAL: Marketing & Promotion / Status - “Sponsored By”
presence,
So Act
Signage at all Events, Behind the Scenes So Act Spokesperson, So Act Membership
sign-up booth - TELEVISION SERIES: Status “Sponsored by” So Act Signage, Screen
Shots of So Act logo-URL-message, Contestant Integration, Behind the Scenes,
Live Music, Finale – So Act Membership Sign-up booth, So Act Commercial-Thirty
(30) second spots TBD - ADVERTISING: Status “Sponsored by” Promotion and
Marketing Material, Lead-Ins with So Act logo-URL-message, So Act Commercial -
Thirty (30) second spots TBD - INTERNET: Banner Placement of So Act
logo-URL-message,
Page
1 of 14
Country
Page Feature including So Act logo-URL-message, Auto Email Program including So
Act logo-URL-message - TOURING: TBD - TEXTING: Push Backs - MERCHANDISING:
Private Label, Gift / Give Away program, Touring - TBD
vi. SAN
recognizes and understands that Kwing.com is the Social Network platform where
RAL’s promotional web based activities will launch from and that Kwing.com
represents the Top Tier of RAL’s advertising as the “Presented By” most
prominently featured advertiser. CLI however agrees that for as long as SAN is
engaged as an RAL advertiser, CLI will not engage the following Social Networks
under any RAL advertising programs – Twitter, Facebook, MySpace, Google Wave,
LinkedIn, Ning or Bing.
vii.
Comprehensive additional details about CLI, RAL and the Distribution for Season
One are outlined in Exhibit 1 Sponsorship Deck at the end of this agreement
below.
viii. SAN agrees to pay to CLI five
hundred thousand (500,000) shares of common stock in So Act Network, Inc.
(trading symbol SOAN), for said advertising covered in clauses 1.i – 1.vii
above.
ix. Within 10 days of the signing of
this agreement by both parties, SAN’s securities attorney will provide the
transfer agent with an opinion letter and cause the shares referenced in viii.
and xii. to be issued to CLI or its designees.
x. SAN agrees that, six months from the
date of issuance, it will authorize its transfer agent to remove all 144
legends, and allow CLI or its designees to sell all of the shares provided at
any time thereafter.
xi. CLI agrees that SAN may post the
press release, provided hereunder as Exhibit 2, announcing this agreement along
with the appropriate section 8K filing, as required by the Securities and
Exchange Commission.
xii. SAN agrees to pay CLI an
additional one million (1,000,000) shares of common stock in So Act Network,
Inc. (trading symbol SOAN), for an additional sponsorship commitment on the
Sound Machine World Tour from the RAL Season One Winner, and the “Recreating a
Legend” Tour, which is anticipated to commence in 2011 and include the 16
Finalists from Season One.
xiii. These additional one million
(1,000,000) shares will be provided within 10 days of the signing of this
agreement, and will be held in escrow by SAN’s designee until June 30, 2010, at
which time CLI will have 15 days to accept or decline the shares as full payment
for SAN’s participation in the Sound Machine and RAL Tour Sponsorship
advertising program for Season One.
xiv. If CLI declines the shares, then
the escrow agent will immediately return them to SAN, who will then return them
to the Company Treasury. If CLI accepts the shares, SAN will cause the legend to
be removed and the shares will remain in escrow until CLI has provided a
“Sponsored By” package to SAN (one of no more than eight) under the two Tour
programs and CLI also agrees that it will not be able to sell the additional one
million shares until after both Tours begin, which is anticipated by CLI in
early 2011. Within 10 days of the two tours beginning, SAN will have the escrow
agent deliver the shares to CLI and allow CLI or its designees to sell such
shares at any time thereafter.
2. RIGHT OF FIRST
REFUSAL
CLI grants SAN a right of first
refusal for five years from the date of this agreement to renew SAN’s
advertising relationship each year as a “Sponsored By” status participant for
both the Season shows and Tours of annual winners. CLI agrees to offer SAN a
specific cash price each subsequent year to be on RAL and the annual Tours and
SAN will have 15 days to accept or reject such offer. If SAN fails to accept
CLI’s offer in any year, then SAN’s rights are immediately
forfeited.
Page 2
of 14
3.
RELATIONSHIP AMONG THE PARTIES.
CLI
acknowledges that it is not an officer, director or agent of SAN, it is not, and
will not, be responsible for any management decisions on behalf of SAN, and may
not commit SAN to any action. SAN represents that CLI does not have, through
stock ownership or otherwise, the power neither to control SAN, nor to exercise
any dominating influences over its management. SAN and CLI agree that the
relationship among the parties shall be that of independent
contractor.
4. EFFECTIVE DATE, TERM AND
TERMINATION.
i.
This Agreement shall be effective on December 30, 2009 and will continue for one
year unless extended into 2011, due to CLI’s acceptance of an additional one
million shares for Season One Tours as outlined in Point 1 above, and Exhibit 1
below.
ii. This agreement cannot be
terminated by the parties, except for cause where such cause is a direct
violation of the specific obligations under this agreement.
iii. CLI is guaranteeing to provide
the same advertising package it provides to the other “Sponsored By” status
participants.
5.
COMPENSATION AND PAYMENT OF EXPENSES.
SAN
and CLI both agree to be responsible for bearing their own costs to fulfill
their respective obligations under this agreement.
6.
SERVICES NOT EXCLUSIVE.
The
parties shall devote such of their time and effort as necessary to the discharge
of their duties hereunder. The parties acknowledge that each is engaged in other
business activities, and that they will not be restricted from continuing to be
engaged in such activities during the term of this Agreement.
7.
CONFIDENTIALITY.
The
parties acknowledge that each may have access to confidential information
regarding each other’s business. The parties agree that they will not, during or
subsequent to the term of this Agreement, divulge, furnish, or make accessible
to any person (other than with the written permission of the other), any
knowledge, information, or plans with respect to each other’s
business, including, but not by way of limitation, their technologies, whether
in the concept or development stage, or being marketed on the effective date of
this Agreement, or during the term hereof.
8.
INDEMNIFICATION.
CLI
agrees to indemnify and hold harmless SAN, and its respective agents and
employees, against any losses, claims, damages, or liabilities, joint or
several, to which either party, or any such other person, may become subject,
insofar as such losses, claims, damages, or liabilities (or actions, suits or
proceedings in respect thereof) arise out of, or are based upon, any untrue
statement or alleged untrue statement of any material fact contained in any
representations or prospectuses, made by CLI or its clients with regard to SAN
or SAN’s Network, or arising out of, or based upon the omission or alleged
omission to state a material fact required therein, or necessary to
make the statements therein not misleading, and will reimburse SAN, or any such
other person, for any legal or other expenses reasonably incurred by SAN, or any
such other person, in connection with investigation or defending any such loss,
claim, damage, liability, action, suit, or proceeding.
Page 3
of 14
SAN
agrees to indemnify and hold harmless CLI, and its respective agents and
employees, against any losses, claims, damages, or liabilities, joint or
several, to which either party, or any such other person, may become subject,
insofar as such losses, claims, damages, or liabilities (or actions, suits, or
proceedings in respect thereof) arise out of, or are based upon, any untrue
statement or alleged untrue statement of any material fact contained in any
representations or prospectuses made by SAN or its clients with regard to CLI or
RAL, or arising out of, or based upon, the omission or alleged omission to
state a material fact required therein, or necessary to
make the statements therein not misleading, and will reimburse CLI, or any such
other person, for any legal or other expenses reasonably incurred by CLI, or any
such other person, in connection with investigation or defending any such loss,
claim, damage, liability, action, suit, or proceeding.
9. MANDATORY ARBITRATION
If a
dispute arises out of, or relates to, this Agreement, or the breach thereof, and
if said dispute cannot be settled through direct discussion, the parties agree
to first endeavor to settle the dispute in an amicable manner by mediation under
the Commercial Mediation Rules of the American Arbitration Association, before
resorting to arbitration. Thereafter, any unresolved controversy or claim
arising out of, or relating to, this Agreement or a breach thereof, shall be
settled by mandatory arbitration in accordance with the rules of the American
Arbitration Association, and judgment upon the award rendered by the Arbitrator
may be entered in any court having jurisdiction thereof.
ii.
Any provisional remedy available from a court of law shall be available to the
parties to this Agreement from the Arbitrator pending arbitration.
iii.
The site of the arbitration shall be the home state of the defendant in any
action.
iv.
In the event that a dispute results in arbitration, the parties agree that the
prevailing party shall be entitled to reasonable attorney's fees, to be fixed by
the arbitrator.
10.
NOTICES
All
notices required, or permitted to be given under this Agreement, shall be given
in writing, and shall be delivered, either personally or by express delivery
service, to the party to be notified. Notice to each party shall be deemed to
have been duly given upon delivery, personally or by courier (such as Federal
Express or similar express delivery service), addressed to the attention of the
officer at the address set forth hereto, or to such other officer or addresses
as either party may designate, upon at least ten (10) days' written notice, to
the other party.
If SAN –
Greg Halpern
SO ACT
NETWORK, Inc.
10685-B
Hazlehurst Drive #6572
Houston,
TX 77043
If CLI –
Roy Sciacca
CREATIVE
LICENSING INC.
3561 N.W.
126th
Avenue
Coral
Springs, FL, 33071
If ESCROW
AGENT –
Eric
Stein, Esq.
ANSLOW
& JACLIN, LLP
195 Route
South
Manalapan,
NJ 07726
Page 4
of 14
11. GOVERNING LAW AND
VENUE
i. San and CLI agree that litigation
is time consuming, costly, and generally unproductive for each party. Should a
decision from mandatory arbitration as specified in clause 9 above be appealed
by either party, SAN and CLI understand and accept that this Agreement shall be
construed by, provided venue, and enforced in accordance with the laws of the
home state of the defendant in any action and the defendants choice of county
and district as well.
ii. SAN and CLI agree that any claim
between the parties cannot exceed the face value of actual assets provided and
received. SAN is providing shares of its common stock to CLI which cannot be
sold for six months after issuance and CLI is providing Advertising placement in
the 2010 Global Competition RAL for the year 2010 under its “Sponsored By”
status category. For the purposes of SAN’s accounting, the value of its shares
issued under this agreement is determined based on the date of this agreement,
which is December 30, 2009.
12. ENTIRE AGREEEMENT
This Agreement contains the entire
understanding and agreement among the parties. There are no other agreements,
conditions or representations, oral or written, express or implied, with regard
thereto. This Agreement may be amended only in writing signed by all
parties.
13. WAIVER
A delay or failure by any party to
exercise a right under this Agreement, or a partial or single exercise of that
right, shall not constitute a waiver of that or any other right.
14. COUNTERPARTS
This Agreement may be executed in
duplicate counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same Agreement. In the event that
the document is signed by one party and faxed or emailed to another, the parties
agree that a faxed or emailed signature shall be binding upon the parties to
this agreement as though the signature was an original.
15. SUCCESSORS
The provisions of this Agreement
shall inure to, and be binding upon, all of the parties, their affiliates,
successors, and assigns.
16. COUNSEL
The parties expressly acknowledge
that each has been advised to seek separate counsel for advice in this matter,
and each has been given a reasonable opportunity to do so.
17. FACSIMILE AND EMAIL
COPIES
The parties agree that all duly
executed facsimile or email copies are fully binding under any and all
applicable laws.
Page 5
of 14
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
to be effective as of the day and year provided herein.
|
By:
|
/s/ Greg
Halpern
|
12-30-09
|
By:
|
/s/ Roy
Sciacca
|
12-30-09
|
|
|
Greg
Halpern-CEO, So Act Network, Inc.
|
Roy
Sciacca-CEO, Creative Licensing
Inc.
|
|||||
Page 6
of 14
EXHIBIT
1 – SPONSORSHIP DECK FOR SOACT.NET
Creative
Licensing™ Inc. (CLI) is on the cutting edge of the industry and the forefront
of television entertainment.
Television
entertainment combined with technology on a global level will define the 21st
century. CLI’s Television division is focused on creating a unique product for
the world stage in corresponding languages, and has entered into dialogs with
some of the most powerful entities in the global production forum. Accepting the
role as a provider of International content, Creative Licensing Inc. strives to
bring a new level of programming excellence to the television.
The key
project for 2010 currently in production is “Recreating a Legend” the music
reality television show, for global broadcast in corresponding
languages.
Season
One features the legendary, multiple Grammy award winning super group, the Miami
Sound Machine, as they search for the one worthy female performer to accept the
passing of the torch from the legendary lead vocalist Gloria Estefan. From a
global pool of 16 premier performers the worldwide audience will cast the
deciding votes to help select the next international sensation, live and
online.
The
“Recreating a Legend” show combines all the powerful elements of the decade’s
most popular reality show formats, to create a vision that dives into the depth
of the human spirit to rise to the heights of super stardom.
Recreating
a Legend is a music based reality show that spans North, South and Central
America, Europe and Asia in its search for premium unsigned talent.
Incorporating new CD releases the launch of multiple World Tour Concert Events,
unprecedented Internet integration and the Audition on the Net contest promotion
plus worldwide merchandising campaigns. Sixteen (16) contestants from across the
globe, via live auditions and exclusive internet opportunities will come
together to compete for “World Stardom”. Contestants will be chosen to
participate in the network competition in corresponding languages, for a chance
to join the Super Group “the Sound Machine” for their new CD and world
tour.
Recreating
a Legend The international reality show for the entire global audience, a world
cup style competition for the viewing audience to join the Super Group “the
Sound Machine” and claim the throne as the reigning Queen of Pop. The final
member will be chosen from global auditions and unique internet participants
selected from and by the global audience.
| DISTRIBUTION | ||||||
| COUNTRY | TV HOUSEHOLD | NETWORK | AUDITION | |||
| United States | 77 mm | MTV | Yes | |||
| Canada | TBD | TBD | No | |||
| Mexico | 74.4 mm | MTV International | Yes | |||
| Argentina | 7.1mm | MTV International / Latin America | Yes | |||
| Uruguay | TBD | TBD | No | |||
| Paraguay | TBD | MTV International / Latin America | No | |||
| Peru | TBD | MTV International / Latin America | Yes | |||
| Bolivia | TBD | MTV International / Latin America | No | |||
| Brazil | TBD | TBD | TBD | |||
| Ecuador | TBD | MTV International / Latin America | No | |||
| Colombia | 17mm | MTV International / Latin America | Yes |
Page 7 of 14
DISTRIBUTION -
continued
| COUNTRY | TV HOUSEHOLD | NETWORK | AUDITION | |||
| Venezuela | TBD | MTV International / Latin America | Yes | |||
| Panama | TBD | MTV International / Latin America | No | |||
| Costa Rica | TBD | MTV International / Latin America | No | |||
| Nicaragua | TBD | MTV International / Latin America | No | |||
| El Salvador | TBD | MTV International / Latin America | No | |||
| Guatemala | TBD | MTV International / Latin America | No | |||
| Honduras | TBD | MTV International / Latin America | No | |||
| Dom. Republic | TBD | MTV International / Latin America | Yes | |||
| Bahamas | TBD | MTV International / Latin America | No | |||
| Turks / Caicos | TBD | MTV International / Latin America | No | |||
| Caymen Islands | TBD | MTV International / Latin America | No | |||
| Jamaica | TBD | MTV International / Latin America | No | |||
| Anguilla | TBD | MTV International / Latin America | No | |||
| St. Kitts | TBD | MTV International / Latin America | No | |||
| Nevis | TBD | MTV International / Latin America | No | |||
| Antigua | TBD | MTV International / Latin America | No | |||
| Barbados | TBD | MTV International / Latin America | No | |||
| Guadalupe | TBD | MTV International / Latin America | No | |||
| Dominica | TBD | MTV International / Latin America | No | |||
| Montserrat | TBD | MTV International / Latin America | No | |||
| St. Vincent | TBD | MTV International / Latin America | No | |||
| Guendines | TBD | MTV International / Latin America | No | |||
| Martinique | TBD | MTV International / Latin America | No | |||
| Grenada | TBD | MTV International / Latin America | No | |||
| Margarita | TBD | MTV International / Latin America | No | |||
| Trinidad / Tobago | TBD | MTV International / Latin America | No | |||
| Curacao | TBD | MTV International / Latin America | No |
Page 8 of 14
| DISTRIBUTION - continued | ||||||
| COUNTRY | TV HOUSEHOLD | NETWORK | AUDITION | |||
| Aruba | TBD | MTV International / Latin America | No | |||
| Bonaire | TBD | MTV International / Latin America | No | |||
| England | TBD | MTV Europe | Yes | |||
| Ireland | TBD | MTV Europe | No | |||
| Scotland | TBD | MTV Europe | No | |||
| Wales | TBD | MTV Europe | No | |||
| France | TBD | MTV Europe | No | |||
| Spain | TBD | MTV Europe | es | |||
| Italy | TBD | MTV Europe | No | |||
| Japan | TBD | TBA | TBD | |||
| Philippines | 33mm | GMA 7 | Yes | |||
| India | 112mm | Sony India | Yes |
KWING.COM
Social
Network interaction on a global scope with interactive contests, chat, video and
picture uploads and more for a true, activity based experience. The explosive
convergence of broadcast quality video content with the interactive social
aspects of the internet will provide a portal to unite the global Marketplace
The most robust experience on the internet lives within Kwing.com Combining the
social networking elements of MySpace and Facebook with the video components of
YouTube and the rich content of network television, from over 20 international
networks. Add to the mix the interactive participation of the global audience in
new internet based exclusive television programming enriched with contests that
provide prize opportunities for the viewer and network talent.
The world
unites under the banner of Kwing.com, the resource for all things International,
news, sports, travel and more at your finger tips. Explore your planet, embrace
the global culture, create your own personal space and share it, Kwing.com is
all you need.
AUDITIONS
The
audition process / international
The top
performer shall be chosen from each individual international
territory:
The
Network partner will be responsible for:
• Produce
the audition process and deliver their country representative “Recreating A
Legend”
•
Extensively advertise the open auditions to maximize participation via
Television, Radio, Print and Billboard.
• Secure
“Celebrity Talent Judges” territory specific, for the audition
process.
Creative
Licensing™ Inc., the production company, and the network shall secure
sponsorship placement within the entire project and integrate product placement
within the show and maintain an ongoing relationship for participation in the
other revenue streams associated with “Recreating a Legend” The Series in
corresponding languages.
Page 9
of 14
The
audition process / United States
The top
performer shall be chosen from each individual U.S. Hub territory: Miami, New
York and Las Vegas. The U.S. audition finalists shall be cast into the U.S. pool
where one finalist will be chosen to represent the United States and compete in
the “Recreating a Legend” The Series.
Creative
Licensing™ Inc. the production company shall be responsible for:
• Setting
up the local venue for the two (2) day event audition process in each home Hub
Territory.
•
Extensively advertise the open auditions to maximize participants at each
individual audition.
• Secure
“Celebrity Talent Judges”, for each individual audition Hub
Territory.
• Secure
sponsorship for the entire audition process.
Internet
Participation on a worldwide scale via Kwing.com The general public will be
invited to submit a video audition in any web format. All entries must be
submitted electronically.
The
audition process / video submissions the audition process / video
submissions
Video
submissions will be voted on by global audience participation via exclusive
Internet ballots. (www.Kwing.com)
The Top
Two Video winners shall be cast into the final pool of 16 contestants and
compete in the “Recreating a Legend” The Series. Live from Miami
INTERNET
The world
Wide Internet, drawing from all divisions of entertainment to provide a
limitless well of content. Creative Licensing Inc. has secured its presenting
sponsor “Kwing.com” owned by JesDan LLC
JesDan is
developing a Premier Portal for the global community with the Multilingual
www.Kwing.com. Bringing together the power of social networking with original
broadcast content and support for international network programming will create
the most robust internet & cellular internet experience ever. Exclusive
broadcast content from network partners, the
behind
the scenes original vignettes, mentor moments and the Audition on the Net
component draws repetitive page views and spectacular content revisions
daily.
INTERNET
TV
It all
begins when you sign up for a free, premium membership at Kwing.com and it
includes… My Page
Create
your own environment from what is important to you, your news, your sports, your
weather and more on your personal home page. Take each day with a blast when you
log into Kwing.com, see your world morning, noon and night on the internet or on
your internet enabled cell phone. Create a space for the world or your eyes
only, share photos, videos, blogs and more. Chat with friends and make new ones,
join groups and make your opinion known, to the world. Join unique contests for
the opportunity to win cash and prizes, maybe even become the next legendary
super-star.
CELLULAR
Multiple
Cellular Telephone Company partnerships (SMS text message voting) will be
integrated into each episode for the Global Broadcast for “Recreating a Legend”
The Series. Integration Format
Cellular
Phone Company partnership (SMS text message voting) will be integrated into each
episode with distinct integration using our associate partnerships with Applied
SB and 3C Interactive.
RECORDING
C.L.I.
Records
Sound
Machine, the icon of the Latin music scene and former backbone of Gloria
Estefan's career embark on new venture with an all new CD and a new voice in
season one of Recreating A Legend. In addition, each of the 16 contestants will
receive a recording contract and record their first single of all original
compositions for the show.
Page 10
of 14
Creative
Licensing Inc. maintains a constant search for new and innovative talent culled
from the world marketplace and developed for unlimited distribution potential
via CD and DVD production, internet downloads, cellular downloads and all future
technologies which our staff maintains an ever vigilant eye (and
ear).
MUSIC
DIVISION
A unique
blend of electronic distribution, complimented by traditional retail
distribution, supported by a massive television drive. C.L.I. Records has
secured full spectrum music rights (CD, Touring, Merchandising, Endorsement,
Sponsorship, and Electronic Licensing) for each contestant participating in
“Recreating a Legend” the series.
a. Single
Downloads
b.
Ringtone Downloads
c. Retail
Sales
d. Film
Soundtrack’s
e. Music
Videos
f. Home
DVD Distribution
TOURING
Creative
Licensing™ Inc. Touring
• The
Sound Machine World Tour 2010
•
Recreating A Legend Show Tour 2010
Creative
Licensing™ Inc. distinctive vision travels the globe supporting all projects
with total professional control of all of the artist, production and promotional
assets.
MERCHANDISING
Creative
Licensing™ Inc. Merchandising
CLI will
maintain a staff of design professionals and distinctive manufacturer
relationships to provide exceptional merchandising and promotional products for
global events. Established Licensing Partnerships on a global level assure far
reaching distribution for all product levels. In house advertising and marketing
professionals create direct avenues for all media presentation of corporate and
sponsor merchandising on a grand scale. In addition Creative Licensing™ Inc.
boasts expertise in the memorabilia and collectable trade in the international
marketplace. Adding to the mix is the years of expertise devoted to
merchandising licensing adding successful branding to numerous
projects.
MISSION
The
Directors and Officers of CLI are committed to building shareholder value by
creating a world class television, film and music group public company producing
entertainment product for a world audience with a focus on the Global Music
Markets in corresponding languages. Shareholders will reap the benefits of our
successes.
OBJECTIVES
• To
build a world class Television Division focused on the Global Market in
corresponding languages.
• To
build a world class Music Division focused on the Global Markets
• To
build a world class Touring Division focused on the Global
Marketplace
• To
build a total Internet experience, utilizing the power of Social networking,
integrated with Television distribution on a global scale.
• To
build a World class Music Themed Amusement Park as a Family & Business
oriented destination to attract visitors from around the globe.
Page 11
of 14
KEYS TO
SUCCESS
The
company will have uncompromising commitment to the quality of the entertainment
products produced, sold and advertised in corresponding languages. The company
will take full advantage of major entertainment industry corporations for
strategic alliances and joint ventures for the distribution of the company’s
entertainment products.
The
company will strive to successfully market its niche products. Through various
marketing alliances or direct sales, the company will sell television, music and
film products to the world markets.
SOACT.NET
OPPORTUNITY PARTICIPATION
WORLD
PRESS CONFERENCE:
1.
Signage
2. Key
Speaker
3. Live
Music Segment
AUDITIONS:
US & INTERNATIONAL
1.
Marketing & Promotion / Status - “Sponsored By” presence
2.
Signage @ Event's
3. Behind
the scenes Spokesperson
4.
Membership sign-up booth
TELEVISION
SERIES: Status “Sponsored by”
1.
Signage
2. Screen
Shots
3.
Contestant Integration
4. Behind
the Scenes
5. Finale
– Membership Sign-up booth
6.
Commercial / Thirty (30) second spots
ADVERTISING:
Status “Sponsored by”
1.
Promotion and Marketing Material
2.
Lead-Ins
3.
Commercial / Thirty (30) second spots
INTERNET:
1. Banner
Placement
2.
Country Page Feature
3. Auto
Email Program
TOURING:
1.
TBD
TEXTING:
1. Push
Backs
MERCHANDISING:
1.
Private Label
2. Gift /
Give Away program
3.
Touring - TBD
Page 12
of 14
Exhibit
2 – So Act Network Press Release
So
Act® Network Announces Participation As Advertising Sponsor In “Recreating A
Legend” Music Reality Television Show
So
Act® Logo, website and
companion message to be promoted globally on MTV and other networks throughout
2010 to a viewing audience of 240 million households
On 7:00
am EDT, Tuesday January 12, 2010
HOUSTON,
Texas--(GLOBE NEWSWIRE) -- So Act Network, Inc. (OTCBB:SOAN) announced today
that it has signed an agreement with Creative Licensing Inc. as a “Sponsored By”
Status participant for Season One of the Music Reality Television Show
“Recreating A Legend.”
"This is
a mammoth deal for So Act, which will create giant awareness globally for the
change agents and thought leaders in our network” said Greg Halpern, So Act
President. “Creative Licensing is re-inventing the music reality television show
genre in a way that provides much greater opportunity for a much larger audience
than other existing formats."
“The
social networking and interactivity of the internet is of great importance to
the Recreating A Legend Series,” said Roy Sciacca, Creative Licensing’s CEO.
“The relationship between our companies will ignite and enhance our public
identities as we blaze a new trail together.
“Recreating a Legend” is a music
reality television show for global broadcast in corresponding languages. Season
One features the legendary, multiple Grammy award winning super group the Miami
Sound Machine, as they search for the one worthy female performer to accept the
passing of the torch from legendary lead vocalist Gloria Estefan. From a global
pool of 16 premier performers, the worldwide audience will cast the deciding
votes to help select the next international sensation, live and online. The
“Recreating a Legend” show combines all the powerful elements of the decade’s
most popular reality show formats to create a vision that dives into the depth
of the human spirit's effort to rise to the heights of super stardom. Recreating
a Legend is a music based reality show that spans North, South, and Central
America, Europe, and Asia, in its search for premium unsigned talent. The show
will incorporate new CD releases, the launch of multiple World Tour Concert
Events, unprecedented internet integration, and the Audition on the Net contest
promotion, as well as worldwide merchandising campaigns. Sixteen (16)
contestants from across the globe, via live auditions and exclusive internet
opportunities, will come together to compete for “World Stardom”. Contestants
will be chosen to participate in regional network competitions, presented in
corresponding languages, for a chance to join the Super Group “the Sound
Machine” for their new CD and world tour. “Recreating a Legend The
international” is a reality show for the entire global audience, a world cup
style competition for the viewing audience to join the Super Group “the Sound
Machine” and claim the throne as the reigning Queen of Pop. The final member
will be chosen from global auditions and unique internet participants selected
from, and by, the global audience.
Under the
agreement from January 2010 to December 2010 So Act’s logo, URL, and companion
message will appear on programming of “Recreating a Legend” Season One, in
Creative Licensing’s “Sponsored By” status, within all venues and mediums,
including -
WORLD
PRESS CONFERENCE: So Act Signage, So Act Key Speaker, Live Music Segment
provided by So Act
AUDITIONS:
US & INTERNATIONAL: Marketing & Promotion / Status - “Sponsored By”
presence,
So Act
Signage at all Event's, Behind the scenes So Act Spokesperson, So Act Membership
sign-up booth
TELEVISION
SERIES: Status “Sponsored by” So Act Signage, Screen Shots of So Act
logo-URL-message, Contestant Integration, Behind the Scenes, Live Music
Performance by the band Truth on Earth, Finale – So Act Membership Sign-up
booth, So Act Commercial-Thirty (30) second spots
ADVERTISING:
Status “Sponsored by” Promotion and Marketing Material, Lead-Ins with So Act
logo-URL-message, So Act Commercial - Thirty (30) second spots -
TBD
INTERNET:
Banner Placement of So Act logo-URL-message, Country Page Feature including So
Act logo-URL-message, Auto Email Program including So Act
logo-URL-message
TOURING:
TBD
TEXTING:
Push Backs
MERCHANDISING:
Private Label, Gift / Give Away program, Touring – TBD
Page 13 of
14
About Creative Licensing™ Inc.
Creative
Licensing™ Inc. is on the cutting edge of the industry and the forefront of
television entertainment. Television entertainment combined with technology on a
global level will define the 21st century. CLI’s Television division is focused
on creating a unique product for the world stage in corresponding languages, and
has entered into dialogs with some of the most powerful entities in the global
production forum. Accepting the role as a provider of International content,
Creative Licensing Inc. strives to bring a new level of programming excellence
to television.
About
So Act® Network, Inc.
Social
Media expert Jon Hansen called So Act "The 60 minutes of Social Networks, where
you engage, mobilize and empower people into action." Whatever the mission,
cause, product, service, program, cure, or solution, So Act can help you expand
your sphere of influence and crystallize forward thinking into positive action
on a larger scale, while harmoniously merging economic and socially conscious
goals.
So Act's
innovative technologies provide a global social network where its members are
able to build Communities of Purpose, and accomplish and promote all of their
important goals without being subjected to spam or ads, and without having
personal information used by marketers. So Act’s cutting edge communication
platform improves on the social networking theme by providing businesses and
individuals with project building tools, alerting, and secured network file
sharing and previewing, all in a personalized, private, format that
crosses global boundaries to connect like-minded individuals, while
allowing an unlimited number of members to simultaneously participate in small,
or large, online meetings. So Act includes a “top 10” filtered results ad-free
web search engine, and its press club allows members to share their important
news with their followers and the media. While membership is free, several
features to expand network size and capability for those with greater needs are
available for $1, $2 and $5 monthly fees. So Act also provides partnership and
profit-sharing opportunities for individuals and companies seeking to gain a
meaningful foothold in the Social Networking space. For more information, and to
join free visit www.SoAct.Net.
FORWARD-LOOKING
STATEMENTS
This
press release contains forward-looking statements that involve risks and
uncertainties. These statements may include statements regarding stock-based
compensation charges and our plans to invest in our core business and make
significant capital expenditures. Actual results may differ materially from the
results predicted and reported results should not be considered as an indication
of future performance. The potential risks and uncertainties that could cause
actual results to differ from the results predicted include, among others,
unforeseen changes in our hiring patterns and our need to expend capital to
accommodate the growth of the business, as well as those risks and uncertainties
included under the captions "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations," in our Annual Report
on Form 10-K for the year ended December 31, 2008, which is on file with the SEC
and is available on our investor relations website at SoAct.Net and on the SEC
website at www.sec.gov.
Additional information is also set forth in our Quarterly Report on Form 10-Q
for the quarter ended September 30, 2009, which is also on file with the SEC.
All information provided in this release is as of January 11, 2010 and So Act
Network undertakes no duty to update this information.
So Act is
a registered trademark of So Act Network, Inc. All other company and product
names may be trademarks of the respective companies with which they are
associated.
|
Source:
|
So
Act Network, Inc.
|
Investor
Relations Contact:
|
||
|
Contact:
|
Greg
Halpern
|
Steven
Marcus
|
||
|
Greg@SoAct.Net
|
DME
Capital LLC
|
|||
|
210-401-7667
|
917-648-0663
|
|||
Page 14 of 14