EXHIBIT
10.1


 


STRATEGIC ALLIANCE AGREEMENT


 


THIS STRATEGIC ALLIANCE AGREEMENT
(the “Agreement”) is made and entered into effective as of September 23, 2004
(the “Effective Date”), by and between Coming Home Studios, LLC, a California
limited liability company (“CHS”), and SRS Labs, Inc., a Delaware corporation
(“SRS”).


 


RECITALS:


 


A.                                 CHS
is a live concert DVD and television production company focusing on working
with artists to obtain exclusive rights to film and record live concert
performances, produce a finished audiovisual entertainment product and
distribute the show for DVD/home video and broadcast.


 


B.                                     SRS
develops and licenses audio enhancement technologies including a technology
commonly known as Circle Surround and Circle Surround II.


 


C.                                   The
parties desire that CHS use SRS technologies, and particularly the Circle
Surround technologies, in the recording and production of its music DVD
productions. The parties further desire to create new opportunities to promote
their respective brands and products.


 


D.                                  Concurrently
with this Agreement, the parties have also entered into an Operating Agreement
for the CHS/SRS LLC, a California Limited Liability Company in which the
parties are the only members, pursuant to which SRS is providing financing for
certain, selected music DVD productions and CHS is contributing its rights with
respect thereto.  CHS is the sole
manager of that LLC.


 


AGREEMENT


 


Now,
therefore, in consideration of the above recitals and the mutual covenants set
forth below, the parties agree as follows:


 


1.                                      Co-promotional
Activities. The parties will use their reasonable, good faith, best efforts
to identify and implement opportunities to use and promote SRS technologies,
promote CHS productions and to promote their respective brands.  Set forth below is several ways the parties
will work together to achieve these strategic goals.  The list below is not exclusive, and the parties may identify and
implement other opportunities, or discontinue any of the below identified
opportunities, by mutual consent. The parties recognize that many of these
opportunities may be subject to the consent of the artists or other third
parties, and each will use their reasonable, good faith best efforts to obtain
such consent.


 


Trade shows.  CHS and SRS will attend numerous
industry-related trade shows to promote their brands.  Some of the trade shows being discussed are: POPKOM,


 

















 


MIDEM, NAMM, Surround Conference and CES.  The parties will cooperate to develop a
strategy and presentation appropriate for such shows.


 


Movie Theatres.  Both parties desire to promote their brands
via movie theatres.  CHS has a working
relationship  with AEG TV and Regal
Cinemas.  CHS is attempting to influence
Regal to improve its Digital Network. 
CHS will work closely with SRS to assist  SRS in placing SRS Circle Surround in the Regal Cinemas
Theatres.  CHS will use its reasonable
best efforts to ensure that as digital capabilities are added to the 7000
theater network of Regal that Regal agrees to include SRS equipment and that future
showings of CHS’ products at Regal are shown in SRS Circle Surround.


 


Video Streaming.  A goal for CHS is to begin promoting its
shows through video streaming methods. CHS and SRS will work together to
approach Microsoft, Apple and other video streaming companies with whom SRS has
a relationship to promote CHS and SRS products and brands.


 


Demo Reels.  CHS and SRS will create two demo reels to
showcase CHS productions and SRS technologies and promote the parties’ brands;
one reel targeting industry related companies and vendors and the other
targeting consumers.


 


Concert DVDs.  CHS’ primary business is production of
premium quality live concert DVDs.  CHS
will encode all DVD products with SRS Circle Surround as part of its technology
program.  CHS will assist SRS in the
production (at SRS expense) of an SRS animated logo with SRS Audio. The SRS animated logo will
be included in the opening credits of each DVD adjacent to the CHS animated
logo, and every DVD will have the CHS and SRS logos prominently displayed for
maximum awareness.  CHS will not include
logo credit or otherwise promote or advertise the use of competing surround
sound technologies in connection with its DVDs.  CHS and SRS ad slicks or ad cards will be included inside the DVD
media case subject to approval of artist and distributor if required (each
party will absorb the cost of printing its ad slick or ad card).  The parties will work cooperatively to
assure that consumers are aware that the reason the productions look and sound
the way they do is because of the technology and companies behind them – CHS
and SRS.


 


Press Releases.  CHS and SRS will issue press releases upon
each new release or sales plateau on each of its joint products to bring
awareness to the success of  the
parties’ alliance and brands.  These
press releases will be geared towards consumers, industry people and the
investment banking community. The content of all press releases using the name
of either company, or both, shall be subject to the approval of such named company
prior to release.


 


Web Sales.  SRS will begin to sell CHS/SRS DVDs through
its website sharing revenues 50/50 after costs of goods, artists and publishing
royalties and fulfillment costs.  CHS
will use its reasonable best efforts to link the respective CHS and SRS
websites to CHS’ various catalog artists websites for maximum exposure.


 

















 


Artist Endorsements.  CHS prides itself on its close relationships
with the artists with whom it works. 
CHS will approach the artists and seek their consent, endorsement and
assistance in promoting the CHS and SRS brands via interviews, advertisements,
trade show appearances, in-store appearances, quotes for brochures, interview
for the demo reels, etc.


 


Screening Room.  CHS and SRS will work together to approach
manufactures regarding creation of a screening room in the Los Angeles area at
which the parties’ productions and technologies can be demonstrated or
showcased to clients, customers, artists and manufacturers.


 


Bundling and Premium Deals.  CHS and SRS will jointly approach various
manufacturers and product representatives about bundling CHS products for sales
promotions, and similar promotional activities.


 


Preloaded Demonstration Clips. SRS
will work with various product manufacturers to promote preloading of clips
from Circle Surround encoded CHS productions on media playback devices such as
the Apple Vpod or the Portable Media Center supported by Microsoft.  These clips will carry the CHS and SRS logos
and include information on purchase of the full-length productions. This is
subject to the artist’s and label agreements and publishing licenses, if
applicable.


 


Web Based Promotional Clips.  SRS and CHS will work
together to produce short clips (approx 30 seconds) for web-based promotion on
SRS’ and other websites.


 


Road Shows.  The parties will formulate a joint team to
travel to seminars, trade shows, industry events and consumer events to promote
the CHS and SRS brands, and showcase the parties’ products and technologies
through demonstrations, presentations, brochures, etc.


 


2.                                      Expenses.    Implementation of particular
opportunities will involve additional direct costs payable to third parties
(“Direct Costs”). If a particular activity or project benefits one party
predominately then the Direct Costs related thereto will be paid by the
benefited party. If a particular activity or project benefits both parties then
the Direct Costs related thereto will be shared by the parties proportional to
the benefit received and if the parties cannot agree upon the proportional
benefit, then the dispute will be submitted to rapid dispute resolution as
hereinafter provided. . Each party will absorb its own, internal expenses
(including but not limited to the expense of employees, consultants, office and
administrative expenses) related to performing their respective duties under
this Agreement.


 


3.                                      Term
and Termination. Subject to earlier termination as provided below, the
initial term of this Agreement expires July 9, 2006 and will automatically
renew for successive one (1) year terms unless notice of non-renewal is
delivered by either party at least one (1) year prior to expiration the then
current term.


 

















 


Termination
for Breach. If a party has materially breached this
Agreement then the other party may terminate this Agreement immediately upon
delivery of notice; provided however, if the breach is capable of cure, then
the breaching party will have thirty (30) days to cure the breach and avoid
termination.


 


Termination
for Assignment or Bankruptcy. This Agreement may be terminated
by a party if the other party hereunder seeks protection under any bankruptcy,
reorganization, insolvency or other debtor relief or protection law, makes any
assignment of assets for the benefit of creditors, becomes generally unable to
pay its debts when due, or has any such proceeding filed against it which is
not fully dismissed within ninety (90) days after filing.


 


4.
                                   General
Provisions.


 


LIABILITY LIMITATION. IN NO EVENT WILL EITHER
PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, WHETHER IN AN ACTION IN CONTRACT OR
TORT RELATING TO OR ARISING FROM THIS AGREEMENT.


 


Governing
Law. This Agreement will be interpreted and enforced
in accordance with the laws of the State of California, USA, without regard to
choice of law principles.


 


Rapid
Dispute Resolution. 
All disputes, claims or controversies, of any nature, arising out of or
relating to this Agreement, that are not resolved by the parties’ good faith
attempt to negotiate a resolution shall be submitted to one judicial referee,
pursuant to the provisions of California Code of Civil Procedure. The referee
shall have substantial experience in resolving disputes involving software and
technology. The referee, without jury, is to try the entire case, including any
issues of fact and/or law, and is to report his statement of decision in
writing to the Court within twenty days after the close of testimony.  The statement of decision shall be filed
with the court and judgment entered thereon in the same manner as if the action
had been tried by the superior court. 
The referee shall also hear and determine any post-trial motions,
including, but not limited to, motions for new trial.  The parties agree that all matters shall be subject to reference
in Orange County, California. The prevailing party in any proceeding shall be
entitled to recover its reasonable attorneys’ fees, expert witness fees and
other costs of suit in addition to any other relief to which it may be
entitled.  Notwithstanding the
foregoing, actions for equitable relief for breach of confidential information
or other obligations for which equitable relief is appropriate may be brought
in any court of competent jurisdiction.


 


Entire
Agreement. This Agreement, including the exhibits if
any constitutes the entire agreement between the parties, except for any
agreements relating to the protection of confidential information in which case
this Agreement is supplemental thereto and shall supercede such prior
agreements only to the extent inconsistent with the prior agreement.


 

















 


Assignment.
Neither party may transfer, assign or sublicense its rights or duties under
this Agreement without the prior written approval of the other party. A merger,
sale of substantially all the assets of a party or other business combination
will not be considered an assignment for purposes of this provision.


 


Third
Party Beneficiaries. This Agreement is for the sole
benefit of the parties and their permitted successors and assigns and nothing herein
express or implied shall give or be construed to give any other person or
entity any legal or equitable rights hereunder.


 


Amendments
and Waiver. No amendment of this agreement will be
effective unless it is writing and signed by a duly authorized representative
of all parties. No waiver of any provision of this Agreement will be effective
unless contained in a writing referring specifically to such provision and
signed by the party against whom the waiver is alleged. Any waiver shall be
effective only in the specific instance and for the specific purpose stated in
such writing.


 


Successors
and Assigns. This Agreement shall inure to the benefit
of and shall be binding upon the parties and their respective permitted
successors and assigns.


 


Severability.
If any provision of this Agreement is held to be invalid or unenforceable, the
remaining provisions of this Agreement will remain in full force.


 


Confidentiality.  Confidential
Information means non-public information concerning a party’s technology, research
and development, technical specifications and designs, trade secrets,
customers, personnel, financial information, and other information either
marked as confidential or proprietary or due to the nature of the information
and the circumstances of its disclosure would be understood by a reasonable
businessperson as confidential or proprietary. 
Confidential Information does not include information that a receiving
party can demonstrate (a) was or becomes a part of the public domain other than
as a result of a disclosure by the receiving party or its directors, officers,
employees, agents, contractors or advisors (“Representatives”); (b) was or
becomes available to the receiving party on a non-confidential basis from a
source other than the disclosing party or its advisors, provided that such
source is not bound by a confidentiality obligation with disclosing party; (c)
was within the receiving party’s possession prior to it being furnished to the
receiving party by or on behalf of the disclosing party provided the source of
such information was not bound by a confidentiality obligation owed to the
disclosing party with respect thereto or (d) was developed by the receiving
party independent of any use of or reference to the Confidential Information.


 


Any and all Confidential Information received by a party hereunder (the
“Receiving Party”) that is furnished by or on behalf of the other party (the
“Disclosing Party”) in connection with this Agreement will only be used for the
purposes of exercising the rights and performing the obligations of the
Receiving Party under this Agreement or the CHS SRS LLC agreements.  All Confidential Information will be kept
confidential by the Receiving Party and its Representatives; provided, however,
Confidential Information


 

















 


may be disclosed (a) to the Receiving Party’s Representatives who need
to know such information in order to accomplish the business purpose for which
the Confidential Information was disclosed (collectively the “Informed
Persons”); (b) pursuant to a lawful subpoena issued by a court of competent
jurisdiction provided prior notice and opportunity to defend is given to the
Disclosing Party or as otherwise reqired by law; and (c) to any person or
entity to which the Disclosing Party consents in advance and in writing.  The Receiving Party will take appropriate
and reasonable steps to ensure the protection, confidentiality and security of
the Confidential Information including, but not limited to, ensuring that all Informed
Persons are aware of the confidential and/or proprietary nature of the
Confidential Information and have themselves signed confidentiality agreements
providing substantially the same protections for the Disclosing Party as are
provided under this Agreement.


 


IN WITNESS WHEREOF, this
Agreement has been executed as of the Effective Date.


 


	
   

  	
  COMING HOME STUDIOS LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
         /S/ DANIEL E. CATULLO III

  
	
   

  	
  Name:

  	
   Daniel E. Catullo III

  
	
   

  	
  Title:

  	
       Manager

  
	
   

  	
   

  
	
   

  	
  SRS LABS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
         /S/ THOMAS C.K. YUEN

  
	
   

  	
  Name: 

  	
   Thomas C.K. Yuen

  
	
   

  	
  Title:

  	
       Chairman and Chief Executive Officer