SETTLEMENT AGREEMENT AND MUTUAL RELEASE
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the “Agreement”) is entered into as of June __, 2009, by and between Michael Aston (“Plaintiff”), on the one hand, and Jay Aston (“J. Aston”), James Stevenson (“Stevenson”), Peter Rizzo (“Rizzo”), Chris Bell  (“Bell”), Robert Adams (“Adams”) (J. Aston, Stevenson, Rizzo, Bell and Adams will be collectively referred to as “the Band,”), and Libertalia Entertainment, LLC (“Libertalia”) (the Band and Libertalia will be collectively referred to as the “Defendants”), on the other hand.  The parties to this Agreement will collectively be referred to as “the Parties.”

RECITALS
On February 15, 2008, Plaintiff commenced a proceeding before the United States District Court, Central District of California, Case No. SACV 08-181 JVS (RNBx), entitled Michael Aston v. Jay Aston, et al. (“the Action”), in which Plaintiff alleged the following causes of action against Defendants in the Complaint (the “Complaint”), based on Defendants’ alleged infringement of the mark GENE LOVES JEZEBEL (the “Mark”) in connection with live musical performances and the sale of musical recordings (in addition to related merchandise collectively )(“Goods & Services”), and U.S. Registration No. 2,694,773 (the “Registration”) owned by Plaintiff (the “Mark”):  Trademark Infringement (15 U.S.C. § 1114(1));  Trademark Infringement, Unfair Competition, and False Designation of Origin (15 U.S.C. § 1125(a)); Trademark Infringement (Cal. Bus. & Prof. Code § 14335); Unfair Competition (Cal. Bus. & Prof. Code § 17200, et seq.); False Advertising (15 U.S.C. § 1125(a)); False Advertising (Cal. Bus. & Prof. Code §§ 17500 and 17535); and Common Law Trademark Infringement. Defendants deny the allegations in the Complaint.
On June 30, 2008, Defendant Libertalia filed a First Amended Counterclaim (“Counterclaim”) against Plaintiff alleging, inter alia, fraud, seeking cancellation of the Mark and a declaration of non-infringement of the Mark and Registration by Libertalia.  Plaintiff denies the allegations of the Counterclaim.

  1. The Parties now wish to resolve, compromise and settle the differences between them as provided in this Agreement and the attached and incorporated Stipulated Permanent Injunction, without any admission of liability of any kind on the part of any party.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
TERMS OF AGREEMENT
Acknowledgment of Plaintiff’s Rights in the Mark and The Bands’ Rights in the UK Mark
The Defendants hereby acknowledge that they are informed and believe that (i) Plaintiff is the sole and exclusive Owner of the Registration and (ii) his rights in and to the Registration and the Mark in connection with the Goods and Services are legal and valid in the US.   
Plaintiff hereby acknowledges that he is informed and believes that (i) Gene Loves Jezebel, Ltd. (“Ltd.”) is the sole and exclusive Owner of the registration of the Mark in the United Kingdom (“UK”) pursuant to UK Trademark Registration No. 2342224 (“UK Registration”) and (ii) that Ltd.’s rights in and to the Registration and the Mark in connection with the Goods and Services are legal and valid in the UK.  J. Aston, Stevenson and Risingham warrant and represent that they are the principals of Ltd. and have the full power and authority necessary to grant, on behalf of Ltd., the license to Plaintiff for use of the Mark in the UK as set forth hereinbelow.
The Defendants covenant and agree that they will not initiate any action or proceeding challenging Plaintiff’s sole and exclusive ownership of the Registration, the validity of his rights in the Mark in the US in connection with the Goods & Services, or the validity of the Registration including, but not limited to, any action or proceeding seeking a cancellation of the Registration or a declaration or judgment that Plaintiff is not the sole and exclusive owner thereof.  
Plaintiff covenants and agrees that he will not initiate any action or proceeding challenging Ltd.’s sole and exclusive ownership of the UK Registration, the validity of Ltd.’s rights in the Mark in the UK in connection with the Goods and Services, or the validity of the UK Registration including, but not limited to, any action or proceeding seeking a cancellation of the UK Registration or a declaration or judgment that Ltd. is not the sole and exclusive owner thereof.
Permanent Injunction

  1. A.            The Band, and each individual Member thereof, agree to the entry of a Permanent Injunction (in the form attached hereto as Exhibit A) against each of them and their predecessors, successors, assigns, affiliates, parent corporations, subsidiaries, representatives, agents, officers, directors, and shareholders, including, without limitation, any entity owned or affiliated with any of them.  The Band and each individual Member thereof, further agree not to use or display the Mark in commerce in the United States (“US”) in connection with the Goods and Services, including, without limitation, the promotion, advertising and marketing thereof, except under written license from Plaintiff as provided hereinbelow.
  2. B.            Plaintiff agrees to the entry of a Permanent Injunction (in the form attached hereto as Exhibit A) against him and his predecessors, successors, assigns, affiliates, parent corporations, subsidiaries, representatives, agents officers, directors, and shareholders, including, without limitation, any entity owned or affiliated with him.  Plaintiff further agrees not to use or display the Mark in commerce in the United Kingdom (“UK”) in connection with the Goods and Services, including, without limitation, the promotion, advertising and marketing thereof, except under written license from Ltd. as provided hereinbelow.    
  3. III.       The Band’s Use Of The Mark In The United States
  4. The Band’s performance of a concert at a public venue in the US utilizing the Modified Mark as their name and for which they receive compensation shall be considered a “US Performance”.  A venue is considered a “public venue” if it is normally open to the public, even if the specific event is considered private.  The Band’s sale in the US of musical recordings and related merchandise affixed with the Modified Mark shall be considered “US Sales”.  Notwithstanding the terms set forth in Paragraph II(A) above, Plaintiff hereby grants an irrevocable license to the Band in perpetuity, to use the Mark in connection with the Goods and Services on the following terms:
  5. A.            For any and all of the Band’s US Performances, the Band shall be identified in all advertising, publicity, press releases, marketing and promotional material, and posters as “Jay Aston’s Gene Loves Jezebel.”  The appearance of the words “Jay Aston” in any and all text or artwork shall be at least two thirds of the size (including, but not limited to, height and thickness) of the Mark (the “Modified Mark.”).  The Band shall contractually require that any venue, booker, promoter or other third party agent or representative of the Band in the US only promote, advertise and/or market the Band’s US Performance(s)using the Modified Mark (“Third Party Contractual Obligations”).  If the Band receives written notice of a violation of this section from Plaintiff, it shall cure said violation as soon as practicable, but in no event later than ten (10) days after receiving said notice, or (ii) if the violation is based on the action(s) of a third party(ies), within ten (10) days of the notice, demand said third party promptly cure the violation (with a copy sent to Plaintiff), except that if such notice is sent seven (7) days or less prior to the US Performance, the cure and/or demand periods herein shall be reduced to two (2) days.  The notice and cure provision of this section shall not apply to the Band’s obligation to include Third Party Contractual Obligations.
  6. B.            The Band may play a maximum of fifty (50) US Performances per calendar year, on a maximum of three (3) Tours.  Except as provided hereinbelow, a “Tour” shall mean the Band’s entry into the US, completion of a US Performance, and exit from the US.   One of the three Tours may be a “Package Tour,” which will mean any Tour on which the majority of the Band’s Performances are on a bill or program with two or more other  bands/musical acts.   Notwithstanding the foregoing:
  7. (i.)            Up to two (2) times a year, the Band may perform a single US Performance which will not count as a Tour.  However, each said single Performance(s) will count against the 50 total permitted Performances.
  8. (ii)            A Tour that overlaps a new year for a period of one week or less (e.g., November 15, 2009 through January 7, 2010 or December 24, 2009 through February 1, 2010), will count as only one (1) Tour and will only apply against the three (3) Tour limit in the calendar year in which the majority of the Performances on that Tour occur; however, the individual Performances will still apply against the 50 Performance limit in the actual calendar year in which they were performed.
  9. (iii)            The Band may, after commencement of a Tour, exit the US one (1) time during that Tour, for a period of up to one (1) week, and reenter the US to continue the same Tour.
  10. C.            Not later than seventy five (75) days prior to the date of any US Performance, the Band will notify Plaintiff in writing of said Proposed Performance(s) (“Tentative Booking Notice”) (the Parties agree that an e-mail will constitute “in writing” for the purposes of this paragraph).  The Tentative Booking Notice shall contain the location (at least city) of the venue and the date of the Proposed Performance.  If Plaintiff has already booked a performance of his own band (identified by the Mark) for a location within thirty (30) miles and ten (10) days of the location and date of the Proposed Performance (“Conflicting Performance”), then Plaintiff shall have the right to notify Band in writing, within five (5) business days of receipt of the Request Notice, of his refusal to grant permission for the Band to book or play such Proposed Performance (“Refusal Notice”).  In the event the Band receives a valid and timely Refusal Notice, it will not finalize the booking or play such Proposed Performance.  Upon request, Plaintiff will provide written proof of the Conflicting Performance which forms the basis for a Refusal Notification.  A copy of the executed contract with a statement attesting its authenticity, or a statement attesting the existence and accuracy of the Conflicting Performance from the Conflicting Performance booker, promoter, or venue shall constitute said written proof.

D.             If the Band plays a non-Package Tour Performance where it is guaranteed and receives two-thousand-five-hundred dollars ($2,500.00) or more, the Band shall pay Plaintiff ten percent (10%) of the amount actually received by the Band for said Performance.  If the Band plays a Package Tour where it is guaranteed and receives an average per Performance of two-thousand dollars ($2,000.00) or more, the Band shall pay Plaintiff ten percent (10%) of the amount actually received by Band for such Package Tour.   If the Band plays a Package Tour where it is guaranteed and receives an average per Performance of less than two-thousand dollars ($2,000.00), but it plays an individual Package Tour Performance where it is guaranteed and receives two-thousand dollars ($2000.00) or more, the Band shall pay Plaintiff ten percent (10%) of the amount it received from such individual Performance.   The Band shall pay Plaintiff within thirty (30) days of the Band’s receipt of payment.

E.            Any albums recorded by the Band which have not yet been produced, printed or released by the Band in the US as of the date of this Agreement (“New Albums”) shall include the Modified Mark in the artwork, liner notes, and any and all advertising, promotion, publicity, or marketing therefore.  Any albums that have already been released, produced or printed as of the date of this Agreement, or that are being sold by third parties, e.g., import music stores, shall not require the use of the Modified Mark in any manner.   Any merchandise sold by the Band or its agents or representatives in the US, including but not limited to Tour merchandise or merchandise sold at any individual Performance, and any advertising, promotion, publicity or marketing for any such merchandise, shall include the Modified Mark.  Any merchandise sold by third parties, e.g., import music stores, shall not require the use of the Modified Mark in any manner.  Nothing in this Section modifies the Band’s obligation(s) to utilize the Modified Mark in US Sales.

            F.            For any and all actions pursuant to this license, Plaintiff shall not interfere with (i) the Band’s use of the Modified Mark, (ii) the Band’s activities in booking US Performances, or (iii) any of the Band’s Performances once booked. 

  1.  
  2. IV.            Plaintiff’s Use Of The Mark In The United Kingdom
  3. Plaintiff’s performance of a concert at a public venue in the UK utilizing the UK Modified Mark as his (or his band’s) name and for which he receives compensation shall be considered a “UK Performance”.  A venue is considered a “public venue” if it is normally open to the public, even if the specific event is considered private.  The Band’s sale in the UK of musical recordings and related merchandise affixed with the UK Modified Mark shall be considered “UK Sales”.  Notwithstanding the terms set forth in Paragraph II(B) above, the Ltd. hereby grants an irrevocable license to Plaintiff in perpetuity, to use the Mark in connection with the Goods and Services on the following terms:
  4. A.            For any and all of Plaintiff’s UK Performances, the Plaintiff shall be identified in all advertising, publicity, press releases, marketing and promotional material, and posters as “Michael Aston’s Gene Loves Jezebel.”  The appearance of the words “Michael Aston” in any and all text or artwork shall be at least two thirds of the size (including, but not limited to, height and thickness) of the Mark (the “UK Modified Mark.”).  Plaintiff shall contractually require that any venue, booker, promoter or other third party agent or representative of Plaintiff in the UK only promote, advertise and/or market Plaintiff’s UK Performance(s)using the UK Modified Mark (“Third Party Contractual Obligations”).  If Plaintiff receives written notice of a violation of this section from the Band or Ltd., he shall cure said violation as soon as practicable, but in no event later than ten (10) days after receiving said notice, or (ii) if the violation is based on the action(s) of a third party(ies), within ten (10) days of the notice, demand said third party promptly cure the violation (with a copy sent to the Band and Ltd.), except that if such notice is sent seven (7) days or less prior to the UK Performance, the cure and/or demand periods herein shall be reduced to two (2) days.  The notice and cure provision of this section shall not apply to Plaintiff’s obligation to include Third Party Contractual Obligations.
  5. B.            Plaintiff may play a maximum of fifty (50) UK Performances per calendar year, on a maximum of three (3) UK Tours.  Except as provided hereinbelow, a “UK Tour” shall mean Plaintiff’s entry into the UK, completion of a UK Performance, and exit from the UK.   One of the three UK Tours may be a “UK Package Tour,” which will mean any UK Tour on which the majority of the Band’s Performances are on a bill or program with two or more other bands/musical acts.   Notwithstanding the foregoing:
  6. (i.)            Up to two (2) times a year, Plaintiff may perform a single UK Performance which will not count as a UK Tour.  However, each said single Performance(s) will count against the 50 total permitted Performances.
  7. (ii)            A UK Tour that overlaps a new year for a period of one week or less (e.g., November 15, 2009 through January 7, 2010 or December 24, 2009 through February 1, 2010), will count as only one (1) UK Tour and will only apply against the three (3) UK Tour limit in the calendar year in which the majority of the Performances on that Tour occur; however, the individual Performances will still apply against the 50 Performance limit in the actual calendar year in which they were performed.
  8. (iii)            Plaintiff may after commencement of a UK Tour, exit the UK one (1) time during that UK Tour, for a period of up to one (1) week, and reenter the UK to continue the same Tour.
  9. C.            Not later than seventy five (75) days prior to the date of any UK Performance, Plaintiff will notify the Band in writing of said Proposed Performance(s) (“Tentative Booking Notice”) (the Parties agree that an e-mail will constitute “in writing” for the purposes of this paragraph).  The Tentative Booking Notice shall contain the location (at least city) of the venue and the date of the Proposed Performance.  If the Band has already booked a performance of their own band (identified by the Mark) for a location within thirty (30) miles and ten (10) days of the location and date of the Proposed Performance (“Conflicting Performance”), then the Band shall have the right to notify Plaintiff in writing, within five (5) business days of receipt of the Request Notice, of their refusal to grant permission for Plaintiff to book or play such Proposed Performance (“Refusal Notice”).  In the event Plaintiff receives a valid and timely Refusal Notice, he will not finalize the booking or play such Proposed Performance.  Upon request, the Band will provide written proof of the Conflicting Performance which forms the basis for a Refusal Notification.  A copy of the executed contract with a statement attesting its authenticity, or a statement attesting the existence and accuracy of the Conflicting Performance from the Conflicting Performance booker, promoter, or venue shall constitute said written proof.

D.             If Plaintiff plays a non-Package UK Tour Performance where it is guaranteed and receives two-thousand-five-hundred dollars ($2,500.00) or more, Plaintiff shall pay the Band ten percent (10%) of the amount actually received by Plaintiff for said Performance.  If Plaintiff plays a UK Package Tour where it is guaranteed and receives an average per Performance of two-thousand dollars ($2,000.00) or more, Plaintiff shall pay the Band ten percent (10%) of the amount actually received Plaintiff for such UK Package Tour.   If Plaintiff plays a UK Package Tour where he is guaranteed and receives an average per Performance of less than two-thousand dollars ($2,000.00), but it plays an individual UK Package Tour Performance where it is guaranteed and receives two-thousand dollars ($2000.00) or more, Plaintiff shall pay the Band ten percent (10%) of the amount he received from such individual Performance.  Plaintiff shall pay the Band within thirty (30) days of the Plaintiff’s receipt of payment.

E.            Any albums recorded by Plaintiff which have not yet been produced, printed or released by Plaintiff in the UK as of the date of this Agreement (“New Albums”) shall include the UK Modified Mark in the artwork, liner notes, and any and all advertising, promotion, publicity, or marketing therefore.  Any albums that have already been released, produced or printed as of the date of this Agreement, or that are being sold by third parties, e.g., import music stores, shall not require the use of the UK Modified Mark in any manner.   Any merchandise sold by Plaintiff or his agents or representatives in the UK, including but not limited to UK Tour merchandise or merchandise sold at any individual Performance, and any advertising, promotion, publicity or marketing for any such merchandise, shall include the UK Modified Mark.  Any merchandise sold by third parties, e.g., import music stores, shall not require the use of the UK Modified Mark in any manner.  Nothing in this Section modifies Plaintiff’s obligation(s) to utilize the UK Modified Mark in UK Sales.

  1. F.            For any and all actions pursuant to this license, the Band shall not interfere with (i) Plaintiff’s use of the UK Modified Mark, (ii) Plaintiff’s activities in booking UK Performances, or (iii) any of Plaintiff’s Performances once booked.

 

 

  1. Internet Use; No Derogatory Comments
  2. A,            Notwithstanding the foregoing, Plaintiff acknowledges that it is impossible to limit the territorial accessibility of the Internet such that the Band’s fans in the US can access the Band’s website www.genelovesjezebel.co.uk and Plaintiff’s fans in the UK can access his band’s website www.genelovesjezebel.com.    Accordingly, Plaintiff agrees that the Band is obligated to use the Modified Mark on its website only in connection with the listing, promotion or marketing of Performances by the Band in the US and the Band similarly agrees that Plaintiff is obligated to use the UK Modified Mark on his website only in connection with the listing, promotion or marketing of UK Performances by the Plaintiff.     

B.            No party shall post or publish derogatory statements about the other on that party’s website or elsewhere online.    If third parties post derogatory statements about a Party(ies) on their Party’s(ies’) website(s), the party shall cause the derogatory post(s) to be deleted from his/their website.  Each party shall have ten (10) business days after receipt of written notice of a breach of this provision to cure said breach and come into compliance. 

C.            Prior hereto, the Band and Plaintiff each had a MySpace page/account utilizing the Mark, as well as pages/accounts on other websites and social networking services, e.g., Facebook.  Upon receiving a written request from the other, the Plaintiff or the Band, as the case may be, shall notify the provider of such page(s) or account(s) that he/they have no objection to the other party’s use of said page(s) or account(s) or the restoration of the such other party’s page(s) or account(s); provided, however, that this does not remove or reduce the requirements set forth hereinabove for the Band’s use of the Modified Mark or the Plaintiff’s use of the UK Modified Mark.

  1. Attorneys’ Fees And Costs
  2.             The Parties shall be responsible for their own respective attorneys’ fees and costs related to this Action.  However, in any dispute to enforce the terms of the permanent injunction and/or this Agreement, the prevailing party shall be entitled to its reasonable attorneys’ fees and costs incurred therein.

Jurisdiction  and Venue

  1.             The Court, U.S. District Judge James V. Selna, shall retain jurisdiction to enforce the terms of the Permanent Injunction and the terms of this Agreement, and the Parties hereby consent to said jurisdiction.  The Parties also hereby consent to concurrent jurisdiction in the courts of the UK.  Any action or proceeding related to or arising out of this Agreement or the permanent injunction shall be filed in the United States District Court for the Central District of California or a Court of competent jurisdiction in the UK.
  2.  

Mutual Releases.
            Except as to the rights and obligations created by or arising from this Agreement, and in consideration of the terms and provisions of this Agreement, Plaintiff, on the one hand, and Defendants, on the other, shall and hereby do forever relieve, release and discharge each other and their respective predecessors, successors, assigns, affiliates, parent corporations, subsidiaries, agents, officers, directors, shareholders, and attorneys from any and all claims, cross‑claims, demands, debts, liabilities, obligations, promises, acts, agreements, costs, offsets, expenses, damages, actions and causes of action of whatever kind or nature, whether known or unknown, suspected or unsuspected which exist, or have existed at any time up to and including the date hereof arising out of or in connection with the allegations of the Complaint or the Counterclaim.
The Parties acknowledge that they may hereafter discover facts different from or in addition to those which they now know or believe to be true with respect to any release herein made, and agree that every release herein made is now and will remain effective notwithstanding such different or additional facts or the discovery thereof.  The Parties hereto expressly waive and relinquish any and all rights and benefits conferred upon them by the provisions of section 1542 of the California Civil Code, which are as follows:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
            The Parties acknowledge that the foregoing waiver of the provisions of section 1542 of the California Civil Code is part of the consideration hereunder.  The Parties expressly consent that the mutual releases set forth herein shall be given full force and effect in accordance with each and all of their express terms and provisions, including those terms and provisions relating to unknown and unsuspected Claims, demands and causes of action, if any, to the same effect as those terms and provisions relating to any other Claims, demands and causes of action hereinabove specified.
Miscellaneous.
No Admission of Liability or Fault.  The Parties hereto expressly understand and agree that this Agreement is a good faith compromise and settlement of disputed claims.
Headings and Interpretations.  The titles and headings of the various paragraphs of this Agreement are intended solely for convenience of reference and are not intended to define, limit, extend, explain, modify or place any construction on any of the provisions of this Agreement.  This Agreement has been prepared by and through the combined efforts of the parties and their respective attorneys, and shall not be interpreted more strictly against any party(ies) than any other party(ies.)
Entire Agreement/Amendments.  This Agreement is integrated and, with the attached exhibit, constitutes the entire understanding of the Parties.  This Agreement may not be altered or modified except by a writing executed by the Parties at the time of the alteration or modification.
Assignment.  This Agreement, including without limitation the mutual releases herein, shall inure to the benefit of and be binding on the Parties and their respective successors, heirs, legal representatives and assigns.
Severability.  The fact that a covenant, condition or other provision herein contained may be held to be invalid, void or illegal by a court of competent jurisdiction will not automatically render this Agreement, in its entirety, invalid, void, or illegal.
Waiver.  No breach of any provision hereof can be waived except in writing by the party against whom enforcement of the waiver is sought.  Waiver of one breach of any provision hereof shall not be deemed to be a waiver of any other breach of the same or any other provision hereof. 
Choice of Law and Venue.  This Agreement is entered into in the State of California and shall be construed and interpreted according to its laws.   
Counterparts.  This Agreement may be executed in counterparts.  When each party has signed and delivered such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterparts, shall constitute an Agreement which shall be binding upon and effective as to all of the Parties.  No counterpart shall be effective until all parties hereto have executed and exchanged an executed counterpart hereof.  A signature will be deemed binding and the party bound upon receipt of a fax copy of the signature page.
Effective Date.  This Agreement shall become effective upon execution of this Agreement by all of the Parties.
Modification.  No modification, amendment, supplement to or waiver of any provision of this Agreement shall be binding upon the parties hereto unless made in writing and duly signed by both parties.
Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.  Any unenforceable provision will be replaced by a provision which comes closest to the intention of the parties at the time the original provision was agreed upon.

Use of Terms.  Use of the terms herein, hereunder and hereof mean in this Agreement.  Terms herein shall be deemed to refer to masculine, feminine, neuter, singular, and or plural, in each instance as the context and/or particular facts may require male or female and singular or plural.
Notices. All notices will be in writing and will be delivered personally or sent by confirmed facsimile transmission, overnight letter or United States certified mail, proper postage prepaid at the addresses specified below:
If to Plaintiff:


Michael Aston

With a copy to:
Michael R. Blaha
Law Offices of Michael R. Blaha
2530 Wilshire Blvd., 3rd Floor
Santa Monica, CA  90403
(mikeyb@earthlink.net)

If to the Band at:


Gene Loves Jezebel, Ltd.       
*
*

With a copy to:
Arash Samadani
SAMADANI LAW, APC
2070 N. Tustin Ave.
Santa Ana, CA  92705-7827
(AS@SamadaniLaw.com)

If to Libertalia at:


Libertalia Entertainment, LLC

With a copy to:
Arash Samadani
SAMADANI LAW, APC
2070 N. Tustin Ave.
Santa Ana, CA  92705-7827
(AS@SamadaniLaw.com)

  1. Any party may change the office, department or address to which notices are directed by giving written notice to the other parties.  Notices sent via confirmed facsimile must also be sent by another accepted method to be considered properly given.  Personally delivered or confirmed facsimile notices will be deemed given when delivered.  Notices sent by United States certified mail, return receipt requested, will be deemed given four (4) business days after dispatch, or upon receipt, whichever is earlier.  Notices sent overnight letter will be deemed given on the next business day after dispatch.  Notwithstanding the foregoing, notices of change of address will be deemed given only upon receipt by the party to whom it is directed.
  2. Notices sent via email to provided addresses shall be considered “in writing”, and deemed given when received or one (1) day after dispatch, whichever is later.  However, any party may unilaterally elect to no longer accept email as written notice by giving written notice to the other Parties.

Independent Parties.  This Agreement in way makes any party an agent, representative or partner of the any other party.  This Agreement neither creates nor contemplates that any party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the another party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such relationship upon any Party, and no express or implied representations to the contrary shall be made by any party.
Ownership.  The Parties represent that they are the sole and lawful owner of all right, title, and interest in and to every claim and every matter that they purport to release hereby, and that they have not heretofore assigned or transferred, or purported to assign or transfer to any person or entity any claims or other matter herein released.
Additional Acts or Documents:  Plaintiff and the Band shall promptly execute all papers and perform such other proper acts as the Plaintiff or Band may deem necessary to enforce this Agreement and secure their rights set forth herein in the US or the UK.

  1.  

IN WITNESS WHEREOF, the Parties hereby execute this Agreement.

                                                                       
                                                                       
DATED:  ___________, 2009                                                                _____________________________________
                                                                                                                                                MICHAEL ASTON
 DATED:  ___________, 2009                                                                _____________________________________
                                                                                                                                                JAY ASTON
DATED: ____________, 2009              _____________________________________
                                                                        LIBERTALIA  ENTERTAINMENT, LLC
                                                                        Its: __________________________________
DATED:  ___________, 2009                                                                _____________________________________
                                                                                                                                                JAMES STEVENSON
DATED:  ___________, 2009                                                                _____________________________________
                                                                                                                                                PETER RIZZO
DATED:  ___________, 2009                                                                _____________________________________
                                                                                                                                                CHRIS BELL
DATED:  ___________, 2009                                                                _____________________________________
                                                                                                                                                ROBERT ADAMS
AGREED TO AS TO FORM AND CONTENT:
                                                                        LAW OFFICES OF MICHAEL R. BLAHA
DATED:  ___________, 2009                                                                _____________________________________
                                                                        MICHAEL R. BLAHA, Attorneys for Plaintiff
                                                                        SAMADANI LAW, APC
DATED:  ___________, 2009                                                                _____________________________________
                                                                        ARASH SAMADANI, Attorneys for Defendants