Contract written by Charles Lincoln, J.D. Ph.D. for Alexander, Duke of Manchester

Contract written at the request of Montagu.  Never signed and not active. 

CONTRACT FOR AGENCY & PROMOTIONAL LICENSE

1. Whereas, Alexander Charles David Drogo Montagu, 13^th Duke of Manchester, a natural person, (hereinafter “Montagu”) is the sole owner of copyright in two unique, privately recorded, and produced digital video/film segments of and concerning the late popular singer Michael Joseph Jackson (August 29, 1958 – June 25, 2009, aka “The King of Pop,” recognized in the Guinness Book of World Records as the most successful entertainer of all time); and
2. Whereas these unique digital video/film segments include, to wit, one “home movie” segment 35 minutes in length (including Michael J. Jackson and Montagu’s son playing “Hide and Seek”) undated but filmed in the first half of September 1997 at the Hyatt Hotel in London immediately after funeral of his Grace’s cousin, Diana Frances Spencer, formerly HRH, Princess of Wales, (1 July 1961 – 31 August 1997) and another second and completely distinct digital video/film segment “home movie” entitled “Neverland, Michael Jackson at Neverland” 90 minutes in length, including what appear (and upon personal information and belief are represented here to be) the only existing films of Michael Joseph Jackson at his home, date unspecified:_______; and
3. Whereas Montagu is also the sole owner of his own entire continuous narrative and episodic story of his own life and activities, including but not limited to his upbringing, relationships with, and knowledge concerning members of Montagu’s family and heritage, his education, military and secret services, and other career events, transactions, and processes, as well as his friendships with the aforementioned late Michael Joseph Jackson, his cousin, Diana Frances Spencer, formerly HRH, Princess of Wales, as well as the late Dame Elizabeth Rosemond Taylor (February 27, 1932 – March 23, 2011) and all potential biographical and confidential material relating to and concerning these matters;
4. Now therefore, Montagu wishes to contract for exclusive agency with strictly limited license and hereby does appoint, designate, and grant exclusive agency with such strictly limited license to Melinda Pillsbury-Foster of Cedar Slope, California, and Rayelan Allan, of Rome, Ohio, and Rumor Mill News, to promote and sale of these two videos, and
5. Montagu does further hereby grant limited license of his oral life history and other documentary material disclosed to Melinda Pillsbury-Foster for the purpose of writing his biography, and Montagu does hereby agree and contract with Melinda Pillsbury-Foster to write his biography and to market the same in her own name as author.
6. This Contract for Exclusive Agency with License carries with it no transfer in ownership of Montagu’s personal copyright in any digital or “hard copy” paper or video/film documents, nor in any matter or material nor in all or of any part of Montagu’s complete narrative or episodic life history, but serves simply to license Allan and Pillsbury-Foster to show all or portions of the aforementioned two video/film clips concerning Michael Joseph Jackson.
7. In carrying out this license, it is recognized that Melinda Pillsbury-Foster and Rayelan Allan will circulate Compact Disks (digital recordings or “CDs”, defined here to include e-mailed video-clip attachments) containing short segments or even whole copies of the aforementioned video/film clips concerning Michael Joseph Jackson and Neverland, subject, however, to the following conditions:
8. Within the meaning of the Digital Millenium Copyright Act, 17 U.S.C. §106(3), 17 U.S.C. §109(a), 17 U.S.C. §§501(a)-(b), and all other relevant copyright law, domestic or international, no “first sale” or “first copy” of any document or CD/video-film clip belonging to Montagu or derived in whole or in part from any document or CD/video-film clip belong Montagu will be distributed, provided, or sent to any party;
9. Nor will any such document or CD/video-film clip belonging to or derived from any intellectual property material belonging to Montagu be sent, provided, or distributed as an unsolicited gift or to any individuals such as corporate agents or attorneys, nor to any production studio directors or officers, nor to academic biographers or historians, nor to any art, film, literary, or music critics, television programmers, radio disc jockeys, unless and except under the condition that
10. each recipient of such “sample” CDs expressly agree, in writing (if delivered by mail) and orally (if delivered in person) with full right to refuse to agree, that such recipient will not treat the document, CD/video-film clip or other intellectual property material belonging to Montagu either under the “first sale doctrine” of the Copyright Act nor as “Unordered Merchandise” within the meaning of 39 U.S.C. §101, 39 U.S.C. §§3009(a)-(b), or 15 U.S.C. §45, 43 Fed. Reg. 4113 (Jan. 31 1978), as construed by Judge Canby of the Ninth Circuit Court of Appeals in UMG Recordings, Inc. v. Augusto, 628 F.3d 1175, 97 U.S.P.Q.2d 1244 (January 4, 2011).
11. In short, Montagu grants license to Allan and Pillsbury-Foster subject to the strict requirement that he retains ownership even of the physical copies of each CD to be distributed, so that no gratuitous recipient shall ever have the right to sell or otherwise dispose of the possession of each document, CD, phonorecord, or videoclip which shall be distributed.
12. Subject to this retention of ownership of all copies of the material provided to Allan and Pillsbury-Foster under this strictly limited license, Allan and Pillsbury-Foster may show the material to any person for the purposes of
13. Verifying authenticity of fact-checking
14. Seeking or soliciting potential buyers
15. Promoting the further and derivative licensing of any material belonging to Montagu for use in any public or private movie, television special, radio, or internet/web-based production.
16. To effect the ends of this agreement, any documents, CDs or Video-Clips circulated to any party, potential buyer, or any other recipient, without express solicitation on the part of such recipient, will be DOUBLE-PACKAGED in an exterior and interior envelope, the outer envelope of which will explain the complete waiver of any rights acquired under the First Sale or First Copy Doctrine as set forth above, and the inner envelope of which will be a pre-printed return Label FedEx Envelope with a valid FedEx Account number printed on it, but the outer envelope will clearly state in bold and conspicuously centered type:

“The enclosed Document, Video Clip, CD, or Hard Copy Film or Document is the sole property of Alexander Charles David Drogo Montagu, 13^th Duke of Manchester, who does not waive any claim of copyright by providing you with this Copy. If you do not or cannot agree to the waiver of any claim of copyright ownership in the enclosed Video clip, CD, or Hard Copy Film or Document, you must return this package, unopened, using the prepaid FedEx Label to the sender.”

17. It is agreed among the parties that hand-delivery of documents subject to copyright is a more expensive but less “risky” means of delivery in light of the holdings and opinion of Judge Canby and the Ninth Circuit in UMG Recordings, Inc. v. Augusto, 628 F.3d 1175, 97 U.S.P.Q.2d 1244 (January 4, 2011) cited above.
18. Within the territorial boundaries of the Central, Northern, and Southern Districts of California, the sole sub-agent to be appointed for hand-delivery of any document or CD covered by this agreement will be Charles Edward Lincoln, III. Within the territorial boundaries of the Eastern District of California, Melinda Pillbury-Foster will be the sole agent for hand-delivery of any document or CD covered by this agreement. Within the District of Nevada, only Montagu himself may effect hand-delivery of any document or CD covered by this agreement. Within the State of Ohio, Rayelan Allan will be the sole agent for hand-delivery of any document or CD covered by this agreement.
19. For hand delivery within any other territorial jurisdiction, agents or subagents may only be appointed by a document of equal dignity with the present document, except that Melinda Pillsbury-Foster will have right of first refusal for designation as agent for any hand-delivery within the State of Arizona, and Charles Edward Lincoln, III, will have right of first refusal for designation in any other state or country except and unless Montagu elects to make such hand-delivery in his own person.
20. For all hand-deliveries effected under this agreement, any agent or sub-agent acting on behalf of Montagu will be entitled to 100% compensation for all expenditures of time and the cost of travel to site of delivery. If such costs of hand-delivery are not paid in advance, the agent or sub-agent for delivery, or Montagu himself, may deduct and be entitled to immediate reimbursement of such costs of hand-delivery from the final sales price of the documents/CDs Video Film Clips as finally sold.
21. The parties agreed that copyright and ownership of the two aforementioned CDs/Video-Film Clips concerning Michael Joseph Jackson should be sold and transferred together as a single unit, and that the minimum reserve price for the same shall be $2,500,000.00 U.S. Dollars (U.S. Federal Reserve Notes accepted as legal tender), absent a separate agreement with equal formality to the present document.
22. Of this sales amount, Rayelan Allan and Melinda Pillsbury-Foster shall receive 7% each for their services in effecting sale, providing if and only sale is completed and transfer effected prior to January 31, 2012.
23. For purposes of calculating the base value of this property for sales or income tax purposes, the parties agree that the situs state of sale of this copyright will be Nevada, and Montagu’s interest calculated as a base of $2.5 million dollars. All parties to this agreement will be responsible for their own payment of income taxes individually, and no joint or several liability may accrue.
24. Montagu warrants to Allan and Pillsbury-Foster that he is the sole owner of the intellectual property, documents and CDs/video film-clips, subject of this agreement, and that no trustee or partner of his has any claim upon the ownership of this agreement, in that (if he were married at the time of creation of these documents) he has been lawfully divorced from his spouse and all property rights settled in such a manner as to divest his former wife of any and all contingent, future, potential, or residuary interests in such intellectual property as might have been created during any valid marriage.
25. Montagu further agrees and warrants that he will not give, sell, barter, grant, or otherwise transfer any interest in the intellectual property, subject of this agreement, to any trust, corporation, partnership, nor any other party without notice and full credit to his agents and licensees Rayelan Allan and Melinda Pillsbury-Foster prior to January 31, 2012, for any reason, and that he will not transfer any interest after that date without giving at least one week’s (seven calendar days) formal written notice to Allan and Pillsbury-Foster after January 31, 2012, and although such notice may be delivered by electronic mail, if electronic mail is used, notice must be repeated on three successive days unless expressly acknowledged and accepted.
26. With regard to his Biography, Montagu agrees that Melinda Pillsbury-Foster, for authoring and creating a book from his oral narrative and documents, shall have full payment in the amount of _________ or ______ as a percentage of __________.
27. Montagu further authorizes Melinda Pillsbury-Foster to speak as his agent to any person for the purpose of verifying, elaborating upon, or supplementing any fact or series of facts concerning any event, act, or transaction in his life, except those regarding which Montagu is contractually obligated or obligated by oath to any sovereign nation to maintain silence or secrecy.
28. Melinda Pillsbury-Foster, Rayelan Allan, their (unlicensed) legal counsel Charles Edward Lincoln, III, and his secretary Elena Borissovna-Palleschi agree to maintain secrecy and confidentiality of all facts disclosed to them by Montagu or any other person regarding which Montagu or any other person acting on his behalf shall expressly designate as confidential or secret, but regarding all non-confidential facts, free discussion, research, and investigation shall be permitted and encouraged.
29. Melinda Pillsbury-Foster, Rayelan Allan, Charles Edward Lincoln, III, and Elena Borissovna-Palleschi also agree to follow the instructions of any third-party approved or designated by Montagu concerning confidentiality or the respect of secrets, information, or proprietary interests not belonging to Montagu, personally.
30. All distributions to Allan and Pillsbury-Foster as agents/licensees for Montagu shall be made by cashier’s check---issuance and preparation of such checks to be completed prior to “closing” of any sales transaction.
31. “Closing” shall be defined as the final transfer of the physical possession of the technically best, primary or “original” copy of the subject video & soundtrack totaling _______ minutes, together with all rights to publish, edit, copy, or reproduce.
32. Montagu retain the right to keep and own and privately display the a copy of the original video and soundtrack for groups not to exceed 50 guests (family or friends) and to show excerpts from the video as part of a non-commercial biographical or autobiographical treatment of the life of Alexander, the Thirteenth Duke of Manchester.
33. Allan & Pillsbury-Foster will ask and require that purchasers agree that screen credit will always be given to “Alexander Montagu, 13^th Duke of Manchester” as the author and creator of this video upon every subsequent use and future publication and distribution of all or any part of the video & soundtrack, subject of this contact, including single frame photos through the year 2050, regardless of any other contract rights or copyright laws, but no royalties are anticipated or expected aside from such screen credit.
34. Rayelan Allan and Melinda Pillsbury-Foster acknowledge that as agents with limited license for Montagu and his property they owe fiduciary duties of confidentiality, loyalty, disclosure, communication, and accounting, which will extend beyond the date of this agreement, and Montagu reciprocally acknowledges that he owes fiduciary duties of confidentiality, loyalty, communication, and accounting for any sales or transactions concerning the subject property to Allan and Pillsbury-Foster at least until and through February 7, 2012.
35. Charles Edward Lincoln III and his secretary Elena Borissovna-Palleschi agree that they owe fiduciary duties of confidentiality, loyalty, and communication to all parties to this agreement, although they will not be parties to the primary financial transaction or sale and will have no part in the accounting of same.
36. The present document reflects the complete agreement between the parties. Any addition or alteration to, or amendment or modification of, this agreement shall be done by written agreement of equal formality to the present document, no oral agreements shall be binding or acceptable in any forum except by formal amendment herein.
37. The above and foregoing agreement shall be governed by the laws of the State of Nevada and the United States of America and any and all disputes between the parties arising under this contract shall be governed by and disposed of exclusively under the laws of the State of Nevada and the United States of America, providing however that
38. The proper venue for the resolution of any dispute shall be any court of competent jurisdiction in Las Vegas, Clark County, Nevada.
39. However, no party to any dispute arising concerning this contract shall be entitled to attorneys’ fees or punitive damages unless, prior to filing suit, the party complaining of any provision or application of this contract shall give written notice by certified mail requesting non-binding mediation within 30 days of such letter, nor shall any party be entitled to file suit or demand attorneys’ fees or punitive damages who does not attend and participate in such mediation prior to filing suit.
40. Should any section, paragraph, or part of this agreement be held to be illegal, invalid, or requiring modification by any court of competent jurisdiction, all remaining sections, paragraphs, and parts shall continue in force unaffected and unmodified unless contingent upon some portion of the agreement which has been invalidated or modified.

Done and executed by the parties separately, but not valid until signed in original by all in triplicate.

Alexander Charles David Drogo Montagu, 13^th Duke of Manchester

Date Signed:____________________, October 2011, in Las Vegas, Nevada

Rayelan Allan, Date Signed:______________October 2011, in Rome, Ohio

Melinda Pillsbury-Foster, Date:__________October 2011, Cedar Slope, CA

Charles Edward Lincoln III, Date:_______October, 2011, Los Angeles, CA

Elena Borissovna-Palleschi, Date:_________October, 2011 Los Angeles, CA