David Graziani, p.c.
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Drafted, negotiated and structured the following agreements:


Advertising, Marketing & Sponsorship

• A mobile publisher and advertising agreements with Enpocket, Kiptronic and Quattro granting licenses to such companies to service and add various media company’s into its Advertising Networks. 
• Sponsorship renewal agreement of the Tribeca Film Festival and the New York City Marathon.
• $125,000 hundred thousand dollar advertising and marketing campaign with major Las Vegas real estate developer.  Drafted all print, radio, TV and Internet advertising and marketing agreements including modeling and spokes modeling contracts.  Involved heavily in press and public relations strategy.

IP, New Media, Internet & e-Commerce

• A blanket license with YouTube.com regarding a media company’s entire library catalog and any infringing content in exchange for advertising revenue based upon media company’s percentage share of total content on YouTube.com. 
• A mobile content hosting services agreement with Google Inc.  Reviewed and analyzed all aspects of transaction including intellectual property and rights issues, payment and advertising structure.
• A mobile distribution digital rights license agreement with Digital Music Group, Inc.    
• A mobile distribution license agreement with Movielink, LLC allowing for content to be uploaded and downloaded via the Internet to customers for a pay per view fee during a specified viewing period. 
• A mobile distribution digital rights license agreement with Baainma N.V. (Joost.com) allowing for a media company’s content to be viewed on Joost.com’s Internet TV. 
• A mobile distribution license agreement with InfoSpace Mobile, Inc. allowing for video clip’s to be down loaded via the Internet to customers for a pay per view fee for a specified viewing period as well as ring tones, ring backs and graphics.   
• A content license agreement with the website www.Veoh.com allowing for a media company’s content to be viewed on Veoh’s Internet TV.
• A co-production agreement with V-Me to integrate a media company’s content into V-Me’s Spanish language news segments and co-distribute such new episodes into the Hispanic market.
• A mobile content hosting services agreement with Google Inc.  Reviewed and analyzed all aspects of transaction including intellectual property and rights issues, payment and advertising structure as well as a complex indemnification provision related to its AdSense product.
• A content hosting services agreement with Google Inc. related to Google Earth in which news articles would be placed on Google Earth as links in various sections of the company’s website.
• A content licensing agreement with Tivo, Inc. allowing a media company to establish its own channel on the Tivo system.
• A license agreement with AT&T regarding various links to be placed on AT&T customer mobile devices. 

Joint Venture and Strategic Alliance
 Negotiated and drafted all agreements regarding the strategic alliance and joint venture with Trader Monthly to promote the flagship W Las Vegas Hotel Casino & Residences within the London market with an emphasis on targeting an affluent subscriber base in promoting the W Las Vegas Hotel Casino and Residences.
• Negotiated a strategic alliance with Starwoods Hotels & Resorts Worldwide, Inc.  Drafted operating and strategic alliance agreement, confidentiality and non-disclosure agreements as well as all marketing and advertising documents with clients and the W Hotel.
• Negotiated a strategic alliance with the Cipriani group. Drafted operating and strategic alliance agreement, confidentiality and non-disclosure agreements as well as all marketing and advertising documents.

Merchandising, Clip-Licensing & Litigation
• Numerous merchandising agreements and video game agreements with game publishers, apparel and plush manufacturers as well as television programs and films relating to product placements.
• Oversaw and lead litigation team regarding federal litigation in the 9th Circuit regarding Plaintiff’s purported reversionary interest in Lassie net receipts.  Reviewed, revised and edited briefs, motions, depositions, court appearances and eventual settlement agreement.

Mergers & Acquisitions
• Represented Yahoo.com in its unsolicited $436 million dollar bid for Hotjobs.com.  Initially, TMP Worldwide launched a bid for Hotjobs.com but acting as an interloper, Yahoo.com was successful in it’s acquisition by offering a higher purchase price.
• Represented TRW, Inc. in its defense of an unsolicited hostile tender offer by Northrop Grumman and Northrop’s eventual $7.8 billion dollar acquisition of TRW, Inc.  Participated extensively in the proxy fight.
• Represented IFR, Systems, Inc. in its $60 million dollar merger with Aeroflex Inc.  Drafted merger agreement, ancillary agreements, promissory notes and the stock pledge agreement.
• Represented UEE, Inc. in its 10 million dollar asset acquisition of MSI, Inc.  Drafted numerous documents including the asset purchase and merger agreements, assignment and assumption agreements, promissory notes, bill of sale as well as conducting due diligence and reviewing many of MSI, Inc. internal documents.

Private Equity
• XYZ Capital Partners LP, a New York-based private equity investment partnership, in its $40 million dollar purchase of Hallmark Data Systems and its subsidiary, Bellevue Data Communications, from SourceLink Inc.

Regulatory Analysis
• Provided business team with detailed analysis of the Can-Spam Act of 2003.  Drafted a brief summary of the Act with an emphasis upon the various monetary penalties set forth in the law.
       
Television & Film Agreements
• All legal documents relating to the theatrical production of LASSIE (2006).  Drafted production, co-production, actors’, writers’, director, merchandising, distribution, corporate, film financing and various other ancillary film agreements.
• All legal documents relating to the theatrical production of UNDERDOG (2007).  Drafted production, co-production, actors’, writers’, director, merchandising, distribution, corporate, film financing and various other ancillary film agreements.  Reviewed chain of title documents requested by Disney as well as all rights clearances.
• Negotiated numerous TV distribution agreements for Lassie, Underdog, Casper the Friendly Ghost, Rudolph the Red Nosed Reindeer and Gumby with NBC, Cartoon Network, Nickelodeon, TF1 (France), Super RTL (Germany) and Guilli (France).


© 2008 David Graziani, P.C.
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