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                       AMENDMENT TO SETTLEMENT AGREEMENT

         This Amendment, dated December 28, 2000 ("Amendment") to the Settlement
Agreement, dated as of October 17, 2000 ("Settlement Agreement"), is made by and
between, on the one hand, The Harry Fox Agency, Inc. ("HFA"), a New York
corporation, MPL Communications, Inc. ("MPL") a New York Corporation, and Peer
International Corporation ("Peermusic"), a New Jersey corporation, and on the
other hand, MP3.com, Inc. ("MP3.com"), a Delaware corporation.

                                    RECITALS

         WHEREAS, the parties hereto (the "Parties") wish to extend the deadline
by which individual HFA publisher principals must approve the Settlement
Agreement so that the Parties can maximize the number of music publishers that
participate in the settlement and secure any corresponding licenses provided
therein; and

         WHEREAS, all capitalized terms used herein but not defined shall have
the meanings given to such terms in the Settlement Agreement.

         NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises, covenants, undertakings, and conditions set forth herein, and for
value received, the sufficiency of which is hereby acknowledged, the Parties
agree to amend the Settlement Agreement as follows:

                                    AGREEMENT

I. Amendments

         A. Section 1.5 of the Settlement Agreement is hereby amended and
restated in its entirety to read as follows:

                  1.5 "Effective Date" shall mean the date that is the earlier
                  of (i) February 28, 2001, or (ii) the date on which HFA
                  returns all monies due to MP3.com, if any, pursuant to
                  Sections 5.1 and 5.2, provided that this Settlement Agreement
                  has not been terminated prior to such date pursuant to
                  Sections 5.1(b), 5.2(b), or 9.1.


         B. Section 1.11 of the Settlement Agreement is hereby amended and
restated in its entirety to read as follows:

                  1.11 "Response Date" shall mean February 19, 2001.



                                       1.
<PAGE>   2
         C. Section 1.12 of the Settlement Agreement is hereby amended and
restated in its entirety to read as follows:

                  1.12 "Settling HFA Publisher-Principals" shall mean those HFA
                  Publisher-Principals, other than the Major Recording
                  Companies, from which HFA has received, on or before the
                  Settlement Date, the executed endorsement portion of the
                  Notice and Authorization pursuant to Section 4 authorizing HFA
                  to settle, on their behalf, all claims that were or could have
                  been asserted against MP3.com in connection with the use
                  and/or exploitation of their Copyrighted Works in the
                  My.MP3.com service prior to the Execution Date.

         D. A new Section 1.15 is hereby added to the Settlement Agreement as
follows:

                  1.15 "Settlement Date" shall mean December 28, 2000.

         E. A new Section 1.16 is hereby added to the Settlement Agreement as
follows:

                  1.16 "Additional Settling HFA Publisher-Principals" shall mean
                  those HFA Publisher-Principals, other than the Major Recording
                  Companies and the Settling HFA Publisher-Principals, from
                  which HFA has received, after the Settlement Date but on or
                  before the Response Date, the executed endorsement portion of
                  the Notice and Authorization pursuant to Section 4 authorizing
                  HFA to settle, on their behalf, all claims that were or could
                  have been asserted against MP3.com in connection with the use
                  and/or exploitation of their Copyrighted Works in the
                  My.MP3.com service prior to the Execution Date.


         F. Section 2 of the Settlement Agreement is hereby amended and restated
in its entirety to read as follows:

                  2. Settlement and Release of Claims.

                      2.1 Effective upon the Settlement Date, Plaintiffs, each
                  on behalf of themselves and their respective Affiliates, for
                  good and sufficient consideration, receipt whereof is hereby
                  acknowledged, shall release and discharge MP3.com and its
                  servants, agents, directors, officers, successors, assigns,
                  employees, parent corporations, subsidiary corporations,
                  Affiliates, consultants, attorneys, representatives and
                  insurers (the "MP3.com-Releasees") of and from any and all
                  claims and demands or damages of every kind and nature at law,
                  in equity or otherwise, known and unknown, suspected and
                  unsuspected, disclosed and undisclosed, past, present, and
                  future arising from or related to the Copyright Action, the
                  matters alleged therein or the use and/or exploitation of
                  Copyrighted Works in the My.MP3.com service prior to the
                  Execution Date. Notwithstanding



                                       2.
<PAGE>   3
                  the foregoing, the Plaintiffs do not release the
                  MP3.com-Releasees from any obligations that arise under this
                  Settlement Agreement, the Governing Agreement, any licenses
                  issued pursuant to the Governing Agreement, or from any claim
                  arising under Section 106(4) or Section 106(6) of the U.S.
                  Copyright Act, 17 U.S.C. Sections 106(4) or 106(6), or any
                  copyrights or other rights in sound recordings (as that term
                  is defined in Section 101 of the U.S. Copyright Act, 17 U.S.C.
                  Section 101). The foregoing release may not be changed orally.
                  Plaintiffs further agree that any Copyrighted Works owned or
                  controlled by them which were previously copied by MP3.com in
                  connection with its My.MP3.com service shall be deemed to have
                  been copied with each Plaintiff's respective consent.

                      2.2 Effective upon the Settlement Date, HFA, for and on
                  behalf of the Settling HFA Publisher-Principals (the
                  "HFA-Releasors"), for good and sufficient consideration,
                  receipt whereof is hereby acknowledged, releases and
                  discharges the MP3.com-Releasees of and from any and all
                  claims and demands or damages of every kind and nature at law,
                  in equity or otherwise, known and unknown, suspected and
                  unsuspected, disclosed and undisclosed, past, present, and
                  future that the Settling HFA Publisher-Principals have
                  asserted or could assert against the MP3.com-Releasees
                  relating to MP3.com's use and/or exploitation of Copyrighted
                  Works in its My.MP3.com service prior to the Execution Date.
                  Notwithstanding the foregoing, the HFA-Releasors do not
                  release the MP3.com-Releasees from any obligations that arise
                  under this Settlement Agreement, the Governing Agreement, any
                  licenses issued pursuant to the Governing Agreement, or from
                  any claim arising under Section 106(4) or Section 106(6) of
                  the U.S. Copyright Act, 17 U.S.C. Sections 106(4) or 106(6),
                  or any copyrights or other rights in sound recordings (as that
                  term is defined in Section 101 of the U.S. Copyright Act, 17
                  U.S.C. Section 101). The foregoing release may not be changed
                  orally. Effective upon the Settlement Date, HFA, for and on
                  behalf of the HFA-Releasors, further agrees that any
                  Copyrighted Works owned or controlled by the HFA-Releasors
                  which were previously copied by MP3.com in connection with its
                  My.MP3.com service shall be deemed to have been copied with
                  each of the HFA-Releasor's respective consent.

                      2.3 Effective upon the Settlement Date, MP3.com, for good
                  and sufficient consideration, receipt whereof is hereby
                  acknowledged, hereby releases and discharges Plaintiffs and
                  their respective servants, agents, directors, officers,
                  successors, assigns, employees, parent corporations,
                  subsidiary corporations, Affiliates, consultants, attorneys,
                  representatives and insurers of and from any and all claims
                  and demands or damages of every kind and nature at law, in
                  equity or otherwise, known and unknown, suspected and
                  unsuspected, disclosed and undisclosed, past, present, and
                  future arising from or related to the Copyright Action, the
                  matters alleged therein or the use and/or exploitation of
                  Plaintiffs' Copyrighted Works in the My.MP3.com service prior
                  to the Execution Date. Notwithstanding the foregoing, MP3.com
                  does not release the Plaintiffs from any obligations that
                  arise under this Settlement Agreement, the Governing
                  Agreement,



                                       3.
<PAGE>   4
                  or any licenses issued pursuant to the Governing Agreement.
                  The foregoing release may not be changed orally.

                      2.4 Effective upon the Settlement Date, MP3.com, for good
                  and sufficient consideration, receipt whereof is hereby
                  acknowledged, releases and discharges HFA, the Settling HFA
                  Publisher-Principals and their respective servants, agents,
                  directors, officers, successors, assigns, employees, parent
                  corporations, subsidiary corporations, Affiliates,
                  consultants, attorneys, representatives and insurers (the
                  "Copyright Owners-Releasees") of and from any and all claims
                  and demands or damages of every kind and nature at law, in
                  equity or otherwise, known and unknown, suspected and
                  unsuspected, disclosed and undisclosed, past, present, and
                  future arising from or related to the Copyright Action, the
                  matters alleged therein or the use and/or exploitation of
                  Copyrighted Works in the My.MP3.com service prior to the
                  Execution Date. Notwithstanding the foregoing, MP3.com does
                  not release the Copyright Owners-Releasees from any
                  obligations that arise under this Settlement Agreement, the
                  Governing Agreement, or any licenses issued pursuant to the
                  Governing Agreement. The foregoing release may not be changed
                  orally.

                      2.5 Effective upon the Effective Date, HFA, for and on
                  behalf of any Additional Settling HFA Publisher-Principals
                  (the "Additional HFA Publisher-Principal Releasors"), for good
                  and sufficient consideration, receipt whereof is hereby
                  acknowledged, releases and discharges the MP3.com-Releasees of
                  and from any and all claims and demands or damages of every
                  kind and nature at law, in equity or otherwise, known and
                  unknown, suspected and unsuspected, disclosed and undisclosed,
                  past, present, and future that the Additional Settling HFA
                  Publisher-Principals have asserted or could assert against the
                  MP3.com-Releasees relating to MP3.com's use and/or
                  exploitation of Copyrighted Works in its My.MP3.com service
                  prior to the Execution Date. Notwithstanding the foregoing,
                  the Additional HFA Publisher-Principal Releasors do not
                  release the MP3.com-Releasees from any obligations that arise
                  under this Settlement Agreement, the Governing Agreement, any
                  licenses issued pursuant to the Governing Agreement, or from
                  any claim arising under Section 106(4) or Section 106(6) of
                  the U.S. Copyright Act, 17 U.S.C. Sections 106(4) or 106(6),
                  or any copyrights or other rights in sound recordings (as that
                  term is defined in Section 101 of the U.S. Copyright Act, 17
                  U.S.C. Section 101). The foregoing release may not be changed
                  orally. Effective upon the Effective Date, HFA, for and on
                  behalf of the Additional HFA Publisher-Principal Releasors,
                  further agrees that any Copyrighted Works owned or controlled
                  by the Additional HFA-Releasors which were previously copied
                  by MP3.com in connection with its My.MP3.com service shall be
                  deemed to have been copied with each of the Additional HFA
                  Publisher-Principal Releasor's respective consent.

                      2.6 Effective upon the Effective Date, MP3.com, for good
                  and sufficient consideration, receipt whereof is hereby
                  acknowledged, releases and discharges HFA, the Additional
                  Settling HFA Publisher-Principals and their



                                       4.
<PAGE>   5
                  respective servants, agents, directors, officers, successors,
                  assigns, employees, parent corporations, subsidiary
                  corporations, Affiliates, consultants, attorneys,
                  representatives and insurers (the "Additional Copyright
                  Owners-Releasees") of and from any and all claims and demands
                  or damages of every kind and nature at law, in equity or
                  otherwise, known and unknown, suspected and unsuspected,
                  disclosed and undisclosed, past, present, and future arising
                  from or related to the Copyright Action, the matters alleged
                  therein or the use and/or exploitation of Copyrighted Works in
                  the My.MP3.com service prior to the Execution Date.
                  Notwithstanding the foregoing, MP3.com does not release the
                  Additional Copyright Owners-Releasees from any obligations
                  that arise under this Settlement Agreement, the Governing
                  Agreement, or any licenses issued pursuant to the Governing
                  Agreement. The foregoing release may not be changed orally.

                      2.7 Plaintiffs, Defendant, HFA, the Settling HFA
                  Publisher-Principals and the Additional Settling HFA
                  Publisher-Principals have been fully advised by their
                  respective attorneys of the contents of Section 1542 of the
                  Civil Code of the State of California, and agree that that
                  Section (and any other law of similar effect) and the benefits
                  thereof are hereby expressly waived. Section 1542 reads as
                  follows:

                          "Section 1542. (General Release - Claims
                          Extinguished.) A general release does not extend to
                          claims which the creditor does not know or suspect to
                          exist in his favor at the time of executing the
                          release, which if known by him must have materially
                          affected his settlement with the debtor."


         G. Section 5.1(a) of the Settlement Agreement is hereby amended and
restated to read as follows:

                  5.1 Settlement Payment

                      (a) Fifteen million dollars ($15,000,000) of the Total
                  Payment (the "Settlement Payment") shall be used to settle
                  claims against MP3.com pursuant to Section 2 above. In the
                  event that HFA does not receive by the Response Date executed
                  endorsements of Settlement and License Notice and
                  Authorization forms from all of the Relevant HFA
                  Publisher-Principals, HFA will return to MP3.com an amount
                  that shall be calculated by multiplying the Settlement Payment
                  by the Percent Market Share, and then subtracting that figure
                  from the Settlement Payment. HFA shall return such amount, if
                  any, with accrued interest, to MP3.com by wire transfer on or
                  by February 28, 2001. For purposes of this Section only,
                  Percent Market Share shall be calculated by determining the
                  percentage of Total Revenues attributable to the Settling HFA
                  Publisher-Principals and Additional Settling HFA
                  Publisher-Principals combined, and Total Revenues shall be the
                  sum of all royalties distributed to Relevant HFA Publisher-



                                       5.
<PAGE>   6
                  Principals by HFA over the previous two (2) full calendar
                  years (i.e., 1998 and 1999).


         H. Section 5.2(a) of the Settlement Agreement is hereby amended and
restated to read as follows:

                  5.2 Advance Payment.

                      (a) Fifteen million dollars ($15,000,000) of the Total
                  Payment (the "Advance Payment") shall be used as a recoupable,
                  nonrefundable advance to Licensing HFA Publisher-Principals
                  for royalties due under licenses issued pursuant to the
                  Governing Agreement during the term thereof. In the event that
                  HFA does not receive by the Response Date written
                  authorization to issue licenses to MP3.com for the use of
                  Copyrighted Works as provided in the Governing Agreement, in
                  the form of executed endorsements of Settlement and License
                  Notice and Authorization forms or License Only Notice and
                  Authorization forms, from all of HFA's Publisher-Principals,
                  excluding Universal Music Group and its Affiliates, HFA will
                  return to MP3.com an amount that shall be calculated by
                  multiplying the Advance Payment by the Percent Market Share,
                  and then subtracting that figure from the Advance Payment. HFA
                  shall return such amount, if any, with accrued interest, to
                  MP3.com by wire transfer on or by February 28, 2001. For
                  purposes of this Section only, Percent Market Share shall be
                  calculated by determining the percentage of Total Revenues
                  attributable to Licensing HFA Publisher-Principals, provided,
                  however, that, consistent with Section 5.2(c), should a
                  Licensing HFA Publisher-Principal, in accordance with the
                  Settlement and License Notice and Authorization or License
                  Only Notice and Authorization, choose to license some, but not
                  all, of its Copyrighted Works, that Licensing HFA
                  Publisher-Principal's revenues will be determined based solely
                  on the revenues generated by the Copyrighted Works it has
                  licensed. For purposes of this Section only, Total Revenues
                  shall be the sum of all royalties distributed to HFA
                  Publisher-Principals, excluding Universal Music Group and its
                  Affiliates, by HFA over the previous two (2) full calendar
                  years (i.e., 1998 and 1999).

         I. Section 8.1 of the Settlement Agreement is hereby amended and
restated to read as follows:

                  8.1 Immediately following the Settlement Date, Plaintiffs and
                  Defendant shall cause their respective counsel to execute, and
                  file with the Court, a Stipulation of Dismissal With Prejudice
                  in the Copyright Action (the "Stipulation") in the form set
                  forth in Exhibit B, attached hereto.

II. Controlling Document. The provisions of the Settlement Agreement, as
modified by this Amendment, shall remain in full force and effect; provided that
the letter agreement ("Letter Agreement"), dated December 4, 2000, between
MP3.com and HFA, including but not limited to MP3.com's waivers of Sections
5.1(b) and 5.2(b) of the Settlement Agreement, as modified and



                                       6.
<PAGE>   7
amended by an additional letter agreement dated December 28, 2000, remains in
full force and effect.

III. Counterparts. This Amendment may be executed in any number of counterparts,
each of which may be executed by less than all of the Parties hereto, and all of
which together shall constitute one instrument. This Amendment may be executed
and delivered by facsimile and the Parties agree that such facsimile execution
and delivery shall have the same force and effect as delivery of an original
document with original signatures, and that each Party may use such facsimile
signatures as evidence of the execution and delivery of this Amendment by all
Parties to the same extent that an original signature could be used.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       7.
<PAGE>   8
         IN WITNESS WHEREOF, the Parties have caused this Amendment to the
Settlement Agreement to be executed by their duly authorized representatives as
of the date first above written.

                                       THE HARRY FOX AGENCY, INC.


                                       By: /s/ Robert Shaw
                                           -------------------------------------
                                       Name: Robert Shaw
                                       Title: E.V.P. - Chief Operating Officer

                                       MPL COMMUNICATIONS, INC.


                                       By: /s/ Thomas W. McCabe
                                           -------------------------------------
                                       Name: Thomas W. McCabe
                                       Title: Executive Vice President

                                       PEER INTERNATIONAL CORPORATION


                                       By: /s/ Ralph Peer II
                                           -------------------------------------
                                       Name: Ralph Peer
                                       Title: Chairman

                                       MP3.COM, INC.


                                       By: /s/ Derrick Oien
                                           -------------------------------------
                                       Name: Derrick Oien
                                       Title: Vice President, Operations



                                       8.

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