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): July 10, 2017

 

VNUE, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-53462

 

98-0543851

(State of Incorporation)

 

(Commission File No.)

 

(Tax ID No.)

 

104 W. 29 th Street 11 th Floor, New York, NY 10001

(Address of principal executive offices)

 

Registrant's Telephone Number, including area code: (857) 777-6190

 

_________________________________________________

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below).

 

o

Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)).

 

 
 
 
 

Section 1 - Registrant’s Business and Operations

 

Item 1.01 Entry into a Material Definitive Agreement

 

On July 10, 2017, the Company entered into a Licensing Agreement with RockHouse Live Media Productions, Inc., DBA “DiscLive” or “DiscLive Network” (“DiscLive”). VNUE has acquired an exclusive license from DiscLive, for a period of three years unless earlier terminated under the Agreement, for the use of all its assets, including but not limited to the DiscLive brand, website (including eCommerce platform), intellectual property, inventory, equipment, trade secrets and anything related to its business of “instant live” recording. Under the terms of the Agreement, DiscLive granted the Company a worldwide exclusive license. In exchange for the license, DiscLive will receive a license fee equal to five percent (5%) of any sales derived from the sale and use of the products and services.

 

Section 7 - Regulation FD

 

Item 7.01 Regulation FD Disclosure

 

On July 14, 2017 VNUE, Inc. issued a press release regarding the license agreement with DiscLive. The press release is attached to this Report as Exhibit 99.1.

 

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. The information contained in the Slides is summary information that is intended to be considered in the context of the Company's Securities and Exchange Commission ("SEC") filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this Current Report on Form 8-K, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. 

 

Section 8 - Other Events

 

Item 8.01 Other Events.

 

On July 14, 2017 Vnue, Inc. paid its convertible promissory note obligation to Tarpon Bay Partners, LLC and Registrant has no further outstanding contractual obligations with Tarpon Bay Partners, LLC or its principal owner, Stephen Hicks.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1

 

License Agreement by and between Vnue, Inc. and RockHouse Live Media Productions, Inc., DBA “DiscLive” dated July 10, 2017.

 

 

99.1

 

Press Release issued July 14, 2017.

 

 
2
 
 

  

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.

 

 

VNUE, Inc.

 

Date: July 14, 2017

By:

/s/ Zach Bair

 

Zach Bair, CEO

 

 

3

EXHIBIT 10.1

 

License Agreement

 

This License Agreement (this "Agreement") is made effective as of July 10, 2017 between RockHouse Live Media Productions, Inc., of 1779 Kirby Parkway 1-332, Memphis, Tennessee 38138 and VNUE, Inc., of 104 W. 29th 11th Floor, New York, New York 10001.

 

In the Agreement, the party who is granting the right to use the licensed property will be referred to as "RockHouse Live Media Productions," and the party who is receiving the right to use the licensed property will be referred to as "VNUE."

 

The parties agree as follows:

 

1. GRANT OF LICENSE. RockHouse Live Media Productions owns The DiscLive Network brand, website, intellectual property, inventory, equipment and all assets connected to the business of "instant live" recording. (the "Authored Work"). In accordance with this Agreement, RockHouse Live Media Productions grants VNUE an exclusive license to use the Authored Work. RockHouse Live Media Productions retains title and ownership of the Authored Work and derivative works will be assigned to Licensor by Licensee.

 

2. PAYMENT OF ROYALTY. VNUE will pay to RockHouse Live Media Productions a royalty which shall be calculated as follows: 5% of sales. The royalty shall be paid monthly, starting August 1 st , 2017. With each royalty payment, VNUE will submit to RockHouse Live Media Productions a written report that sets forth the calculation of the amount of the royalty payment.

 

3. MODIFICATIONS. Unless the prior written approval of RockHouse Live Media Productions is obtained, VNUE may not modify or change the Authored Work in any manner.

 

4. DEFAULTS. If VNUE fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, RockHouse Live Media Productions shall have the option to cancel this Agreement by providing 60 days' written notice to VNUE. VNUE shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period.

 

5. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to RockHouse Live Media Productions, whether or not owned or developed by RockHouse Live Media Productions, which is not generally known other than by RockHouse Live Media Productions, and which VNUE may obtain through any direct or indirect contact with RockHouse Live Media Productions. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by RockHouse Live Media Productions concerning the business, technology and information of RockHouse Live Media Productions and any third party with which RockHouse Live Media Productions deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.

 
 
1
 
 

 

A. "Confidential Information" does not include:

 

- matters of public knowledge that result from disclosure by RockHouse Live Media Productions;

- information rightfully received by VNUE from a third party without a duty of confidentiality;

- information independently developed by VNUE;

- information disclosed by operation of law;

- information disclosed by VNUE with the prior written consent of RockHouse Live Media Productions;

- any other information that both parties agree in writing is not confidential.

 

6. PROTECTION OF CONFIDENTIAL INFORMATION. VNUE understands and acknowledges that the Confidential Information has been developed or obtained by RockHouse Live Media Productions by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of RockHouse Live Media Productions which provides RockHouse Live Media Productions with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by VNUE of any Confidential Information, VNUE agrees as follows:

 

A. No Disclosure. VNUE will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of RockHouse Live Media Productions.

 

B. No Copying/Modifying. VNUE will not copy or modify any Confidential Information without the prior written consent of RockHouse Live Media Productions.

 

C. Unauthorized Use. VNUE shall promptly advise RockHouse Live Media Productions if VNUE becomes aware of any possible unauthorized disclosure or use of the Confidential Information.

 

D. Application to Employees. VNUE shall not disclose any Confidential Information to any employees of VNUE, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of RockHouse Live Media Productions.

 

7. ARBITRATION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative (ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.

 

8. WARRANTIES. Neither party makes any warranties with respect to the use, sale or other transfer of the Authored Work by the other party or by any third party, and VNUE accepts the product "AS IS." In no event will RockHouse Live Media Productions be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the Authored Work.

 

9. NON-EXCLUSIVE LICENSE TO LICENSOR. As of the effective date, VNUE grants back to RockHouse Live Media Productions a non-exclusive royalty-free license to use the Authored Work as RockHouse Live Media Productions sees fit, including for the creation of derivative works; provided, however, this license shall not limit VNUE's rights and public rights under this License.

 

10. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.

 
 
2
 
 

 

11. TERMINATION. This Agreement may be terminated by RockHouse Live Media Productions by providing 30 days' written notice to the other party. This Agreement shall terminate automatically on June 20, 2020.

 

12. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

 

13. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

 

14. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

 

15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

 

16. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Tennessee.

 

17. SIGNATORIES. This Agreement shall be signed on behalf of RockHouse Live Media Productions by Zach Bair, President and on behalf of VNUE by Matthew Carona, COO & Director and effective as of the date first above written.

 

 

Licensor:

RockHouse Live Media Productions, Inc.

     
By:

/s/ Zach Bair

 

Zach Bair

 
 

President

 
     

 

 

 

Licensee:

 

VNUE, Inc.

 

 

 

 

By:

/s/ Matthew Carona

 

 

Matthew Carona

 

 

COO & Director

 

 

 

3

EXHIBIT 99.1  

 

 

FOR IMMEDIATE RELEASE

 

DISCLIVE SIGNS EXCLUSIVE LICENSE AGREEMENT WITH VNUE

PIONEER IN ‘INSTANT LIVE’ RECORDING TO PROVIDE ASSETS AND SERVICES

 

(July 14 th , 2017 – New York, NY) – VNUE Inc. today announced that it had struck an exclusive license agreement with RockHouse Live Media Productions, Inc., which does business as DiscLive Network – the pioneer in the “instant recording” space.

 

Under the terms of the multi-year agreement, DiscLive will provide to VNUE an exclusive license to utilize all assets, brands, intellectual property, inventory, etc., connected to its business of instant live recording. This means that DiscLive will provide its services exclusively through the business of VNUE, and that VNUE will book that revenue.

 

The license agreement was approved by a majority of the Board of Directors in a Board Resolution that was passed on July 10 th , 2017.

 

Zach Bair, CEO of VNUE, and also president of DiscLive, said, "This license agreement is the natural progression of the DiscLive brand, and the next evolution of the immediate live industry. The DiscLive brand has been built over a 14 year time period, and that goodwill is valuable to the future of VNUE.”

 

Bair noted that since he is president of both companies, his fellow board members Matthew Carona, COO, and Anthony Cardenas, CCO, voted in favor of the license agreement in order to avoid a potential conflict.

 

About VNUE, Inc. (www.vnue.com)

VNUE, Inc., (OTC: VNUE) is a VNUE is a music technology company dedicated to further monetizing the live music experience for artists, labels, writers, publishers, and literally all stakeholders, by creating new and exciting products; by leveraging automation technology and second-to-none experience in the instant live space; and by identifying issues such as lack of transparency with performance rights organizations and solving this through innovation and our patent-pending solutions.  The VNUE team is the most experienced in our space, a group of technology entrepreneurs, artists and songwriters who are passionate about the future of the industry, and ensuring that the value of the rights holders are not lost in the context of new and ever-changing technology.  Our team has produced live content and created experiential products for such artists and companies as Peter Frampton, Bad Company, Devo, Blondie, Wind Up Records, EMI, Capitol Records, and many more. By (a) selling only live content through our platforms, to include not just major and independent label content, but creating and scaling our own “instant” live exclusive content, (b) processing and paying mechanical royalties on instant live content, and (c), ensuring proper accounting and payment to rights holders of material played in venues, VNUE has a perfect trifecta of solutions that will revolutionize the live music business.

 

About DiscLive (www.disclive.net)

DiscLive Network, formerly known as Abbey Road Live, and before that, Immediatek’s DiscLive, is the longtime pioneer in the field of recording artists live and releasing quality content to fans immediately after the show.  Lead by CEO Zach Bair, the DiscLive team is the most experienced in the space, and also provides all live production and operations for VNUE.  The DiscLive team has recorded concerts around the world and has produced exclusive content for such artists as Slash, Peter Frampton, Seether, Bad Company, REO Speedwagon, and many others. DiscLive provides live music fans with an exciting, high-quality replacement for “bootleg recordings.”  For additional information, please visit www.rockhouselive.com.

 

MEDIA CONTACTS:

For VNUE/DISCLIVE

Laurie Jakobsen – laurie@jaybirdcom.com

 

XXX