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): October 18, 2016


MEEMEE MEDIA INC.
(Exact name of registrant as specified in its charter)

Nevada
000-52961
20-3356659
(State or other jurisdiction
of incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)


6630 West Sunset Blvd.
Los Angeles, California   90027
(Address of Principal Executive Offices)
 
(416) 903-6691
(Issuer's Telephone Number)

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

On October 18, 2016, MeeMee Media Inc. (the "Company"), the Company's wholly-owned subsidiary, ECA360 Corp., a Nevada corporation ("ECA360"), ECA World Fitness Alliance ("Assignor"), and Carol Scott ("Scott"), entered into an Assignment Agreement (the "Assignment") pursuant to which Assignor and Scott assigned to ECA360 the Exclusive License Agreement dated July 17, 2015 previously entered into between the Company, Assignor and Scott (the "License Agreement"), and certain intellectual property related to the License Agreement, in consideration for the payment of $1.00 and ECA360's assumption of $51,198 in debt.  The Assignment also provides for the termination of the previously entered into Consulting Agreement dated July 17, 2015 (the "Consulting Agreement") between the Company and Scott, and a general release between the parties.  In connection with the Assignment, the Company, ECA360, Assignor and Scott also entered into a Termination and Commission Agreement (the "Termination Agreement") pursuant to which the parties affirmed the termination of the Consulting Agreement; Scott agreed to provide referrals to ECA360; and ECA360 agreed to pay Scott certain referral fees for referrals which result in revenues to ECA360.

With the establishment of its wholly-owned subsidiary, ECA360, the Company has moved its ECA fitness event business operations into ECA360 and will operate that business through ECA360.

The foregoing is only a brief description of the material terms of the Assignment and Termination Agreement , and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the agreements which are filed as exhibits to this Current Report.


ITEM 1.02                            TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

As disclosed above in Item 1.01, the Consulting Agreement was terminated effective upon execution of the Assignment and Termination Agreement.


ITEM 9.01                            FINANCIAL STATEMENTS AND EXHIBITS.

(d)      Exhibits

Exhibit No.
Description
   
Assignment Agreement dated October 14, 2016 among ECA360 Corp., the Company, ECA World Fitness Alliance and Carol Scott
Termination and Commission Agreement dated October 14, 2016 among ECA360 Corp., the Company, ECA World Fitness Alliance and Carol Scott


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.

 
MEEMEE MEDIA INC.
 
 
 
October 19, 2016
 
 
 
/s/ MARTIN DOANE
 
Martin Doane, President



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Exhibit 10.26

ASSIGNMENT AGREEMENT

This Assignment Agreement (the " Agreement ") is made and entered into as of October 14, 2016 by and among ECA360 Corp., a Nevada corporation (" ECA360 ") and wholly-owned subsidiary of MeeMee Media, Inc., a Nevada Corporation (" MeeMee "), MeeMee, ECA World Fitness Alliance, a Delaware corporation (" Assignor "), and Carol Scott (" Scott "), the sole owner of Assignor, with reference to the following facts:

WHEREAS, MeeMee, Assignor and Scott entered into an Exclusive License Agreement dated July 17, 2015 pursuant to which Assignor and Scott licensed certain intellectual property to MeeMee (the " License Agreement "), and MeeMee and Scott entered into a related Consulting Agreement dated July 17, 2015 which has been terminated (the " Consulting Agreement ");

WHEREAS, MeeMee has invested $189,913.45 into the business conducted pursuant to the License Agreement as of the date hereof;

WHEREAS, the parties desire for the License Agreement and related intellectual property to be assigned to ECA360;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.              In consideration for the purchase price of One Dollar ($1.00) and ECA360's assumption of the debt owed by Assignor to Marriot International Hotel, Inc. 1965 Hawks Landing, Louisville, TN 37777 in the amount of $51,198.15 described in the payment plan agreement dated July 8, 2016 (the "Marriot Debt"), Assignor and Scott do hereby irrevocably convey, transfer, and assign unto ECA360, and ECA360 hereby accepts Assignor and Scott's entire right, title and interest in and to the following: (a) the License Agreement; and (b) the related intellectual property described on Schedule 1   (hereinafter, the " Assigned IP "). Except for the Marriot Debt, neither MeeMee nor ECA360 shall assume any liabilities or obligations of Assignor or Scott. MeeMee hereby consents to the assignment of the License Agreement as provided herein.

2.              Each party hereby covenants and agrees to cooperate with the other to enable the parties to effectuate their rights and obligations hereunder and to enable ECA360 to enjoy to the fullest extent the right, title and interest to the Assigned IP herein conveyed in the United States and foreign countries.  Such cooperation by the parties shall include execution of documents and other assistance all to the extent deemed necessary or desirable by the other party and ECA360 for perfecting in ECA360 the right, title and interest herein conveyed, so long as there is no cost or expense to Assignor for such cooperation . ECA360 shall effectuate the transfer of ecaworldfitness.com website and emails, ECA membership database, ECA marketing materials, event software and Regonline software to ECA360 within two (2) days of the execution hereof, at which time ECA's obligation to maintain and pay for same shall terminate.

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3.              Each party hereto represents and warrants that: (i) each of them has the power and authority to enter into this Agreement and perform its obligations under this Agreement; (ii) other than the consent of MeeMee as provided herein, no third party consents, assignments or licenses are necessary to perform under this Agreement; (iii) all obligations of each party under the License Agreement and the Consulting Agreement have been fulfilled, and there are no outstanding liabilities or amounts owed by any party to the other party, including, without limitation, there are no outstanding liabilities or amounts owed by either party to the other party pursuant to or in connection with the License Agreement or Consulting Agreement.

4.              Except for any rights or claims created by or contained in this Agreement, Assignor and Scott, for itself, herself and each of their representatives, successors and assigns, does hereby release, acquit and forever discharge each of ECA360, MeeMee, and its directors, officers, shareholders, agents, insurance carriers, parents, subsidiaries, attorneys, insurers, successors, and/or assigns (collectively, the " MeeMee Released Parties "), from and against any and all claims, rights, demands, actions, obligations, liabilities and causes of action, whether asserted or un-asserted, of any and every kind, nature and character whatsoever, known or unknown, that it may now have or has ever had against the MeeMee Released Parties or any one of them, including but not limited to those arising from or in any way connected with or related to the License Agreement and the Consulting Agreement.  It is the intention of the parties that this Agreement shall be effective as a bar to each and every claim, demand and cause of action specified herein.  In furtherance of this intention, each of Assignor and Scott expressly consents that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action specified herein.

Assignor and Scott acknowledge that it or she may hereafter discover claims or facts in addition to, or different from, those which such party now knows or believes to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected this settlement.  Nevertheless, Assignor and Scott hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts.  Assignor and Scott acknowledge that they understand the significance and consequence of such release.

5.              Except for any rights or claims created by or contained in this Agreement, MeeMee and ECA360 for themselves and each of their representatives, successors and assigns, does hereby release, acquit and forever discharge each of Assignor and Scott, and its directors, officers, shareholders, agents, insurance carriers, parents, subsidiaries, attorneys, insurers, successors, and/or assigns (collectively, the " Scott Released Parties "), from and against any and all claims, rights, demands, actions, obligations, liabilities and causes of action, whether asserted or un-asserted, of any and every kind, nature and character whatsoever, known or unknown, that it may now have or has ever had against the Scott Released Parties or any one of them, including but not limited to those arising from or in any way connected with or related to the License Agreement and the Consulting Agreement.  It is the intention of the parties that this Agreement shall be effective as a bar to each

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and every claim, demand and cause of action specified herein.  In furtherance of this intention, each of MeeMee and ECA360 expressly consents that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action specified herein.

MeeMee and ECA360 acknowledge that it may hereafter discover claims or facts in addition to, or different from, those which such party now knows or believes to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected this settlement.  Nevertheless, MeeMee and ECA360 hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts.  MeeMee and ECA360 acknowledge that they understand the significance and consequence of such release.

6.              Each party hereto shall each indemnify, hold harmless and defend each other party and each of its assigns from and against any loss, liability, damages or expense (including attorneys' fees) suffered or incurred by either of them and/or its assigns as a result of a material breach of any obligation, representation, warranty, covenant or agreement made by the breaching party in this Agreement, or because any representation or warranty by the breaching party contained herein shall be false, and any cost and expenses (including reasonable attorneys' fees) incurred by the other party in connection with any claim, action, suit, proceeding, demand, assessment or judgment incident to any of the foregoing.

7.              This instrument, including its exhibits and attachments, contains the entire agreement between the parties relating to the assignment of the Assigned IP.  This Agreement may be modified, amended or supplemented only by a written instrument duly executed by all the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver.  No waiver shall be binding unless executed in writing by the party making the waiver.  This Agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors, and assigns of the parties hereto, except as hereinabove expressly provided.  This Agreement will be governed by and construed in accordance with the laws of the State of New York, as applied to agreements entered into and fully performed therein by residents thereof, without regard to conflict of law principles or rules.  The parties hereby consent to the jurisdiction of the Courts of the State of New York and venue in County of New York for the purposes of commencing any action, lawsuit, motion or proceeding to enforce or interpret any provision of this Agreement.  In the interpretation and construction of this Agreement, the parties acknowledge that the terms hereof reflect extensive negotiations between the parties and that this Agreement shall not be deemed, for the purpose of construction and interpretation, that either party drafted this Agreement.  Each party has been advised by legal counsel or has had the opportunity to do so in connection with this Agreement. The Agreement may be executed in two or more counterparts and may be delivered by facsimile or by electronic mail in portable document format or other means intended to preserve the original graphic content of a signature.


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IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement the day and year first above written.

ECA World Fitness Alliance, a Delaware
corporation
 
ECA360 Corp., a Nevada corporation
 
       
   
By:
HOWARD SICHEL
CAROL SCOTT
 
Name:
Howard Sichel, President
Carol Scott, CEO
     
     
MeeMee Media, Inc.
 
       
CAROL SCOTT
     
Carol Scott, Individually
 
By:
MARTIN DOANE
     
Martin Doane, CEO







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SCHEDULE 1

RELATED INTELLECTUAL PROPERTY

URL:              www.ECAworldfitness.com and all related domain names
 
Other Intellectual Property Rights:
 
 
·
ECA membership database
     
 
·
ECA conference website
     
 
·
ECA online membership registration platform
     
 
·
All software licenses
     
 
·
All trademarks and logos
     
 
·
ECITP (East Coast Instructor Program) manuals and discs







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Exhibit 10.27

TERMINATION AND COMMISSION AGREEMENT

This Termination and Commission Agreement (the " Agreement ") is made and entered into as of October 14, 2016 by and among ECA360 Corp., a Nevada corporation (" ECA360 ") and wholly-owned subsidiary of MeeMee Media, Inc., a Nevada Corporation (" MeeMee "), MeeMee, ECA World Fitness Alliance, a Delaware corporation (" Assignor "), and Carol Scott (" Scott "), the sole owner of Assignor, with reference to the following facts:

WHEREAS, MeeMee, Assignor and Scott entered into an Exclusive License Agreement dated July 17, 2015 pursuant to which Assignor and Scott licensed certain intellectual property to MeeMee (the " License Agreement "), and MeeMee and Scott entered into a related Consulting Agreement dated July 17, 2015 (the " Consulting Agreement ");

WHEREAS, the parties desire to terminate the Consulting Agreement and all parties' past and future rights and obligations under the License Agreement; and

WHEREAS, Scott and ECA360 desire to establish certain future rights and obligations with regard to each other.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.              The Consulting Agreement and all parties' past and future rights and obligations under the License Agreement are hereby terminated and all parties' rights and obligations pursuant to the Consulting Agreement and the License Agreement are hereby waived and/or deemed satisfied.

2.              Notwithstanding paragraph 1 hereof:

(a)              For two (2) years from the date hereof, Scott shall not work with any other fitness/mind body membership conference business and shall refer brands first to ECA360 , before referring them to ECA360 's competitors.  If Scott refers a brand to ECA360 and that brand or ECA360 chooses to not work with the other , Scott shall have the right to refer the brand to ECA360's competitors;

(b)              Scott's fee for any and all referrals to ECA360 shall be as follows:

(i)
15% of the revenue collected by ECA360 from sponsorship sales and exhibitor sales made by ECA360 to Scott's referrals up to $25,000 per client per calendar year;

(ii)
20% of the revenue collected by ECA360 from sponsorship sales and exhibitor sales made by ECA360 to Scott's referrals between $25,000 and $50,000 per client per calendar year; and

(iii)
25% of the revenue collected by ECA360 from sponsorship sales and exhibitor sales made by ECA360 to Scott's referrals in excess of $50,000 per client per calendar year;

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In order for Scott to be entitled to referral fee, the referral must be a new referral to ECA360 and not a referral to a person or entity with whom or with which ECA360 has already been in contact. All such referral fees must be paid by ECA360 to Scott within thirty (30) days of ECA360's receipt of payment from Scott's referrals.  The determination to make a sale to a referral from Scott shall be within the sole discretion of ECA360.  Nothing herein shall be deemed to be a promise or guarantee by ECA360 to make any sales to any referrals from Scott.

3.              Each party hereto represents and warrants that: (i) each of them has the power and authority to enter into this Agreement and perform its obligations under this Agreement and (ii) all obligations of each party under the License Agreement and the Consulting Agreement have been fulfilled, and there are no outstanding liabilities or amounts owed by any party to the other party, including, without limitation, there are no outstanding or future obligations, liabilities or amounts owed by either party to the other party pursuant to or in connection with the License Agreement or Consulting Agreement.

6.              Each party hereto shall each indemnify, hold harmless and defend each other party and each of its assigns from and against any loss, liability, damages or expense (including attorneys' fees) suffered or incurred by either of them and/or its assigns as a result of a material breach of any obligation, representation, warranty, covenant or agreement made by the breaching party in this Agreement, or because any representation or warranty by the breaching party contained herein shall be false, and any cost and expenses (including reasonable attorneys' fees) incurred by the other party in connection with any claim, action, suit, proceeding, demand, assessment or judgment incident to any of the foregoing.

7.              This instrument, including its exhibits and attachments, and the Assignment Agreement of even date herewith, contains the entire agreement between the parties relating to the termination of the Consulting Agreement, Scott's past and future obligations pursuant to License Agreement and Scott's and ECA360's future rights and obligations to each other.  This Agreement may be modified, amended or supplemented only by a written instrument duly executed by all the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver.  No waiver shall be binding unless executed in writing by the party making the waiver.  This Agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors, and assigns of the parties hereto, except as hereinabove expressly provided.  This Agreement will be governed by and construed in accordance with the laws of the State of New York, as applied to agreements entered into and fully performed therein by residents thereof, without regard to conflict of law principles or rules.  The parties hereby consent to the jurisdiction of the Courts of the State of New York and venue in County of New York for the purposes of commencing any action, lawsuit, motion or proceeding to enforce or interpret any provision of this Agreement.  In the interpretation and construction of this Agreement, the parties acknowledge that the terms hereof reflect extensive negotiations between the parties and that this Agreement shall not be deemed, for the purpose of construction and interpretation, that either party drafted this Agreement.  Each party has been advised by legal counsel or has had the opportunity to do so in connection with this Agreement.

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The Agreement may be executed in two or more counterparts and may be delivered by facsimile or by electronic mail in portable document format or other means intended to preserve the original graphic content of a signature.

                     IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement the day and year first above written.

ECA World Fitness Alliance, a Delaware
corporation
 
ECA360 Corp., a Nevada corporation
 
       
   
By:
HOWARD SICHEL
CAROL SCOTT
 
Name:
Howard Sichel, President
Carol Scott, CEO
     
     
MeeMee Media, Inc.
 
       
CAROL SCOTT
     
Carol Scott, Individually
 
By:
MARTIN DOANE
     
Martin Doane, CEO










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