Current Report Filing (8-k)
November 05 2015 - 10:40AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 event reported):
November 2, 2015
Commission
File Number: 000-53462
VNUE, INC.
(Exact name of registrant as specified in charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
98-054-3851
(IRS Employer Identification Number)
104
West 29th Street 11th Floor New York, NY 10001
(Address
of principal executive offices)
857-777-6190
(Registrant’s telephone number including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Item 1.01 – Entry into a Material Definitive Agreement
LICENSE AGREEMENT WITH UNIVERSAL MUSIC CORP.
On November 2, 2015, VNUE, Inc., (the
“Company”) entered into a License Agreement with Universal Music Corp. (“Universal”).
The License Agreement is effective
September 8, 2015, and has a term of Two (2) Years from the Effective Date. Under the terms of the License Agreement, Universal
is granting to VNUE a non-exclusive, non-transferable, non-sublicensable license to create and distribute content using certain
Universal compositions, more specified in the Grant of Right’s section of the License Agreement.
VNUE will then market and sell this
content via the VNUE Service at certain agreed upon price points more specifically described in the Business Model and Price Points
Section of the License Agreement, and VNUE shall pay Universal royalties for each sale of the content as specified in the Royalty
Rates section of the License Agreement.
In
accordance with the Minimum Guarantee provision of the License Agreement, VNUE shall pay to Universal a minimum first year fee
of Fifty Thousand Dollars ($50,000.00), which is due within 10 days of execution and a second year minimum fee of Fifty Thousand
Dollars ($50,000.00), which is due upon the commencement of the second year of the Term.
A copy of the License Agreement is
attached hereto as Exhibit 10.1. The description of the License Agreement herein is qualified by the terms of the full text of
the agreement attached hereto and the terms thereof are incorporated herein by reference.
More information on Universal Music Corp. can be found at their
website http://www.umusicpub.com/
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits:
*10.01 – License Agreement with Universal Music Corp.
dated November 2, 2015.
*Schedules and exhibits omitted pursuant to Item 601(b)(2)
of the Regulation SK. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities
and Exchange Commission upon 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.
Date: November 5, 2015 |
VNUE, INC. |
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By: /s/ Matthew Carona
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Matthew Carona |
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CEO |
Exhibit 10.1
![](http://www.sec.gov/Archives/edgar/data/1376804/000114420415062952/image_001.jpg)
License Agreement
The Term Sheet below and the terms and conditions contained
in the attached Exhibit “A” shall collectively constitute the “License Agreement” between the parties.
To the extent that terms contained in the below Term Sheet conflict with any provisions in the attached Exhibit “A”,
the terms contained in this Term Sheet shall control and supercede any such conflicting provisions. For avoidance of doubt,
this License Agreement hereby voids and supercedes the previous Term Sheet that was executed as of October 21, 2015.
Parties: |
Universal Music Corp. (“Publisher”)
VNUE Inc.(“Licensee”) |
Service: |
Shall mean the service owned, controlled and operated by Licensee specifically in accordance with the descriptions contained herein, and solely branded under the name VNUE (without the ability to “white-label” the Service to third parties) that enables End Users to purchase Longform Concert Products for personal and private use via the Company Site, the Company App, Authorized Retail Vendors or embeddable frame on a third party website. It being understood that VNUE will build, offer and support a content management system that will allow Publisher to track and monitor which Longform Concert Products embody approved Publisher Compositions and the corresponding sales data for each such product. |
Business Model and Price points |
Service will be available via a free-to-download application
and or via embeddable app/widget on third party platforms. End Users can purchase individual Longform Concert Products, with a
rough range of pricepoints as follows:
- Audio-only Longform Concert Products - ~$4.99 - $9.99
- Audio-visual Longform Concert Products - ~$9.99 - $24.99
It is expressly understood that some Longform Concert Products
might be offered free to end user and subsidized by a third party corporate sponsor. Licensee will review those instances with
Publisher on a case by cases basis. Any such sponsorship shall not directly or indirectly imply an endorsement from Publisher,
Publisher Composition, songwriter or Publisher’s other clients.
In the event Licensee chooses to amend the anticipated retail
pricepoints beyond a limited promotional term, Licensee shall communicate same to Publisher in writing. Should Licensee otherwise
alter the business model (eg. Add subscription offering, discontinue sales audio-only products, etc.), Licensee must obtain approval
from publisher in writing at least 15 days prior to commercial launch of new or altered business model. |
Effective Date |
September 8, 2015 |
Term |
The term of this Agreement shall commence on the Effective Date and shall expire two (2) years therefrom. |
Territory |
United States, its territories and possessions |
Grant of Rights |
Subject to the terms and conditions of this Agreement and all Exhibits and Schedules, Publisher hereby grants to Licensee, on a non-exclusive, non-transferable, non-sublicenseable basis, during the Term and within the Territory, the right to do the following, solely as required to operate the Service: (i) create Longform Concert Products which embody Publisher Compositions, (ii) keep server copies of the Longform Concert Products on Licensee owned or controlled servers, (iii) create a database of Longform Concert Products which are accessible by End Users via the Company App, (iv) sell, vend and distribute Longform Concert Products via the Company App, and other Authorized Retail Vendors by means of downloading of each product in its entirety to End Users’ devices, and (v) exhibit promotional clips, not to exceed :30 per Publisher Composition embodied in Longform Concert Products, via the Company App, and other Authorized Retail Vendors by means of real-time streaming while End User maintains a live network connection. |
Minimum Guarantee (“MG”) |
- $50,000.00 for Period 1, which shall commence as of the Effective Date and extend until
the end of the day one (1) year following the Effective Date. Payment of Period 1 amount is due within 10 days of execution.
- $50,000.00 for Period 2, which shall commence upon the expiry of Period 1 and extend
until the end of the day one (1) year following the commencement of Period 1. Period 2 amount is due no later than commencement
of Period 2.
All MG sums are non-refundable, non-returnable, and are recoupable
solely against royalties generated in the applicable Period. |
Royalty Rates |
Licensee shall pay Publisher directly for any Publisher Compositions
embodied in any and all Longform Concert Products distributed through the Service, as follows:
- Audio-only Longform Concert Products: Statutory mechanical rate.
- Audio-visual Longform Concert Products: Greater of (a) 25% of retail, subject to Publisher’s
Pro-Rata Share, or (b) $0.12 per composition
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Most Favored Nations (MFN) |
All financial terms herein shall be no less favorable than any other licensor of copyrightable material used in the Service. |
Accounting & Reporting Terms |
Licensee or Authorized Service Provider shall account to Publisher on a quarterly basis. Each accounting statement is due no later than forty-five days after the end of a given calendar quarter. |
Catalog Availability |
Publisher’s full catalog excluding (a) works from Restricted Writers, (b) works in our production music catalog, and (c) works owned or administered by Capitol Christian Music Group. |
Authorized Service Provider: |
Slingshot, a division of The Harry Fox Agency |
Sandboxing |
All content must remain contained within the Service’s ecosystem. For avoidance of doubt, content cannot be accessible by third party software or exportable to third party hardware or servers. For avoidance of doubt this expressly excludes any whitelabeling or Application Programming Interface (API) rights. |
Branding |
In the event that Licensee, its parent or affiliates, change or add business units (i.e. d/b/a), a formal written notice must be sent to UMPG disclosing same. |
Notices: |
Universal Music Publishing Group:
Sr. VP and Head of Business and Legal Affairs/ Business Development
2100 Colorado Ave.
Santa Monica, CA 90404
Licensee:
VNUE, Inc.
104 West 29th Street
11th Floor
New York, NY 10001
matthew@vnue.com |
UNIVERSAL MUSIC CORP. |
VNUE, INC. |
By: /s/
Name: David Kokakis
Title: Senior VP Head of Legal
and Business Affairs/Business Development
Date Fully Executed:
November 2, 2015
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By: /s/
Name: Matthew Carona
Title: CEO |
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