INTERNATIONAL DISTRIBUTION AGREEMENT
(LOCALIZATION/REPRODUCTION RIGHTS)
SCHOOL ZONE INTERACTIVE
MULTI MEDIA ZONE, INC, a Michigan STAR E. MEDIA CORP., a California
corporation, doing business as corporation
SCHOOL ZONE INTERACTIVE
1819 Industrial Drive 00000 Xxxxxxx
Xxxxx Xxxxx, Xxxxxxxx 00000 Xxxxxxxx Xxxxx, XX 00000
("School Zone") ("Publisher")
Attention: Xxxx Xxxxxxx Attention: E.G. Xxxxxxxxx
Telephone No.: (000) 000-0000 Telephone No.: (000)000-0000
Fax No.: (000) 000-0000 Fax No.: (000)000-0000
E-mail Address: Xxxxx@Xxxxxxxxxx.xxx E-mail Address:
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School Zone is in the business of developing interactive CD-ROM products
and related workbooks, including the Product (as hereinafter defined). Publisher
is in the business of localizing and distributing CD-ROM products and wishes to
obtain, and School Zone is willing to grant to Publisher, the limited right to
develop a Licensed Product (as hereinafter defined) and to reproduce, sell
market and distribute the Licensed Product on the terms and conditions set forth
in this Agreement. Publisher assures School Zone that it has the facilities,
personnel and expertise necessary to develop, reproduce, sell, market and
distribute the Licensed Product in the Territory.
School Zone and Publisher agree as follows:
1. DEFINITIONS. As used in this Agreement:
1.1 "Product(s)" means the interactive CD-ROM products and related
workbooks of School Zone specified on the attached Schedule A,
together with additional titles of similar items developed by
School Zone during the Term of this Agreement. The first four (4)
titles on the list are subject to the special provisions of
paragraph 6..
1.2 "Licensed Product(s)" means the localized versions of the Product
developed by Publisher in the Spanish and Arabic languages.
1.3 "Territory" means the world.
1.4 "Trademarks" means the trademark SCHOOL ZONE INTERACTIVE and logo and
any other trademarks used by School Zone to identify its Products
during the term of this Agreement.
2. License Grants.
2.1 Grants. Except as limited under subparagraph 2.2, School Zone grants
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to Publisher the exclusive right and license to (a) develop localized
versions of the Products in Spanish and Arabic, and (b) reproduce,
market and sell the Licensed Products throughout the world.
2.2 Limitations. School Zone reserves the exclusive right to sell the
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Licensed Products to the markets listed on attached Schedule B. School
Zone shall have no obligation to pay royalties to Publisher for sales
of Licensed Products to School Zone's reserved markets. School Zone
shall pay all of its own costs for replication of the Licensed
Products. Publisher's rights to the School Zone workbooks are limited
to sales of combined CD-ROM/workbook units; School Zone reserves the
right to sell workbooks in Spanish and Arabic throughout the world
when not combined with a CD-ROM.
2.3 Retention of Rights. School Zone retains all rights not expressly
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granted to Publisher.
3. Distributors/Sales Representatives Subject to School Zone's prior approval
for each appointment, which approval School Zone shall not unreasonable
withhold, Publisher shall have the right to appoint local subdistributors
("Subdistributors") and sales representatives ("Sales Representatives") in
the Territory to effect the sale and distribution of the Licensed Product
in accordance with the following provisions:.
3.1 Written Agreements. Publisher shall enter into a written agreement
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with each Subdistributor and Sales Representative that conforms in all
respects to the terms of this Agreement. The written agreement shall
(a) not extend beyond the Term of this Agreement; (b) provide for an
automatic termination in the event termination of this Agreement; ( c
) provide that School Zone is a third party beneficiary of that
agreement; and (d) provide that in the event of any inconsistency
between the terms of this Agreement and that agreement, the provisions
of this Agreement shall govern.
3.2 Guarantee. Publisher guarantees the performance of each Subdistributor
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and Sales Representative.
4. Procedure for Developing Licensed Products. School Zone and Publisher will
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develop the Licensed Products in cooperation with each other. The following
provisions will govern that development:.
4.1 Initial Materials. Upon execution of this Agreement, School zone shall
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provide to Publisher a Licensing Manual and a Technical Specifications
Guide for use with Licensed Products.
4.2 Localization Manuals. At the time each Product title is to be
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developed, School Zone shall provide to Publisher a Localization
Manual for the title containing (a) the media for the workbook; (b)
media for the CD-ROM package design, label, jewel case tray, and
liners; and ( c ) the engineering code for the Product applications.
4.3 Scheduling and Coordination. Attached as Schedule C is a timetable and
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task assignment for development of the Licensed Product. Should School
Zone remain in material breach of its obligations under Schedule C
following ten (10) days written notice of breach, the Term of this
Agreement shall, at Publisher's option, be extended for a period equal
to the delay. Should Publisher remain in material breach of its
obigations under Schedule C following thirty (30) days written notice
of breach, School Zone may terminate this Agreement. Schedule C may be
amended from time to time by written agreement.
4.4 Mininum Number of Titles. Publisher is obligated to develop a minimum
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of twenty-five (25) titles of the Product during the Term. Any titles
in addition to the required minimum shall be at Publisher's option.
4.5 School Zone Review. Each Licensed Product manufactured, sold or
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otherwise disposed of by Publisher shall be of a quality specified by
School Zone. Within ten (10) business days after receiving the Gold
Master from Publisher, unless Schedule C otherwise provides, School
Zone shall complete its initial quality control review to determine
that the Licensed Product (a) operates properly, (b) conforms to the
requirements of this Agreement, and ( c ) satisfies requirements other
software and hardware providers impose on School Zone.
4.6 Final Approval. Publisher shall as expeditiously as possible remedy
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any defects in the Gold Master identified by School Zone and resubmit
the revised Gold Master for final approval. The parties shall assist
each other's performance to achieve final approval. School Zone and
Publisher shall retain approved samples of each Licensed Product as
the performance standard for later manufacture of the same title.
4.7 No Modifications. Publisher shall not alter in any manner the Licensed
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Product approved by School Zone pursuant to subparagraph 4.6 except
with the consent of School Zone.
4.8 Sale of Unapproved Items. Publisher shall not sell or otherwise
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dispose of any Licensed Product that has not been approved by School
Zone,
4.9 Meetings and Consultation. The parties will make their personnel
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available to each other for consultation to support performance of
this Agreement. Each party will be responsible for any travel expenses
incurred by its own personnel.
4.10 Samples. From time to time and upon request by School Zone, Publisher
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shall submit representative samples of currently distributed Licensed
Products. School Zone shall promptly notify Publisher if any
additional sample does not meet the quality of the approved initial
samples and Publisher shall immediately address all objections of
School Zone.
4.11 Improvements. School Zone shall share with Publisher, for
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incorporation into the Licensed Products, improvements made by School
Zone in the Products during the Term.
5. Royalty Payments.
5.1 Lump Sum Royalty Payments. Within six (6) months following final
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approval under subparagraph 4.6, Publisher will pay a lump sum royalty
of Two Thousand Five Hundred Dollars ($2,500) for the approved title
in each language. Any earned royalties for such title paid by
Publisher during the first six (6) months following approval shall be
credited against the lump sm royalty, and the amount of the lump sum
still remaining shall be treated as advance payment of future earned
royalties.
5.2 Earned Royalties.. Publisher shall make royalty payments to School
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Zone for each Licensed Product sold or otherwise disposed of by
Publisher and any Subdistributor and Sale Representative in the
greater of: (a) twenty percent [20%] of the gross selling price for
each unit, and (b) seventy-five cents ($.75) per CD-ROM and Ten Cents
[$.10] per work book. These royalty payments shall be due and payable
quarterly within thirty (30) days after March 31, June 30, September
30, and December 31 of each year. The term "gross selling price" means
the total amount invoiced by Publisher (or its Subdistributors and
Sales Representatives) to customers, less sales and use taxes, duties,
and actual transportation costs. Where competitive or other market
conditions require, for the mutual benefit of both parties, Publisher
and School Zone will negotiate in good faith for modification of the
royalty structure on a case-by-case basis.
5.3 Minimum royalties. Publisher shall pay School Zone minimum annual
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royalties. For each title of the Licensed Product in each language,
the period measuring the annual obligation shall begin on the date
final approval is given under subparagraph 4.6. For the first year,
minimum royalties for each title shall be Thirteen Thousand Six
Hundred Dollars ($13,600) for the Spanish right and Six Thousand Eight
Hundred Dollars ($6,800) for the Arabic rights. For subsequent years,
minimum royalties for each title shall be Six Thousand Eight Hundred
dollars ($6,800) for the Spanish rights and Three Thousand Four
Hundred Dollars ($3,400) for the Arabic rights. If this Agreement
terminates on a date other than the anniversary date for final
approval of a given title, the amount of the minimum royalty shall be
prorated on a per diem basis. Lump sum royalties under subparagraph
5.1 and earned royalties under subparagraph 5.2 shall be credited
against Publisher's minimum royalty obligations.
5.4 Interest on Delinquent Payments. All royalties due will accumulate
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interest at the rate of eighteen percent (18%) per annum compounded
daily from the date on which such royalties are due.
5.5 U.S. Currency. All royalty payments shall be made in U.S. currency as
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determined on the basis of the rate of exchange published by the
International Monetary Fund in effect on the date payment is due, or,
if payment is delayed, on (a) the date such payment is due, or (b) the
date payment is actually made, whichever rate results in a higher
dollar payment.
5.6 Reports. Publisher shall submit to School Zone a quarterly written
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report which shall accompany the royalty payment described in
paragraph 5.2. The written report shall set forth the number of all
Licensed Products sold or otherwise disposed of by Publisher and any
Subdistributor and Sales Representative, and such other information as
School Zone may from time to time reasonably request.
5.7 Duties. Publisher shall have sole responsibility for collecting,
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reporting and paying any and all taxes, customs import and remittance
duties or assessments arising or in any way related to the activities
contemplated under this Agreement.
6. Prior Contract..The parties had earlier entered into a prior contract
dated April 25, 2001, covering much of the same subject matter. This
present Agreement cancels and supercedes the prior contract. In performing
the prior contract, School Zone had furnished the codes and media for the
first four (4) titles listed on Schedule A, and Publisher had paid Two
Thousand Five Hundred Dollars ($2,500) advance royalty for each title in
each language. Such payments will be treated as prepaid lump sum royalties
for those titles under subparagraph 5.1.
7. Term. This Agreement shall be effective as of the date of execution by both
parties and shall remain in effect until December 31, 2007, unless
otherwise extended or terminated by agreement of the parties or by right of
one party ("Term").
8. Record Inspection and Audit.
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8.1 Books and Records. Publisher shall keep, and shall contractually
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obligate each Subdistributor and Sales Representative to keep, full,
complete and accurate books and records relating to the manufacture
and sales of the Licensed Product. Representative of School Zone may,
upon ten (10) days prior writen notice, inspect, audit and make copies
of such books and records during normal business hours.
8.2 Inspection. All books and records relative to Publisher's obligations
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hereunder shall be maintained and made accessible to School Zone for
inspection at least two (2) years after expiration or termination of
this Agreement.
8.3 Audit Expense. If an audit discloses an understatement of any royalty
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payment due, Publisher shall promptly pay School Zone the full amount
of the understated amount. If the audit discloses an underpayment of 5
percent (5%) or more in the royalty amount due for any period or
periods, Publisher shall reimburse School Zone for the cost of such
audit.
9. Warranties and Obligations.
8.1 Authority to Contract. School Zone represents and warrants that it has
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the right and power to enter into this Agreement and that there are no
other agreements with any other party in conflict with such grant.
8.2 Non-Infringement. School Zone represents and warrants that it has no
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knowledge that the Product infringes any valid copyright or other
proprietary rights of any third party.
8.3 Promotion. Publisher represents and warrants for itself, and shall
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contractually obligate its Subdistributors and Sales Representatives,
to use best efforts to promote, market, advertise, sell and distribute
the License Product in the Territory. Publisher and its
Subdistributors and Sales Representatives will be solely responsible
for the expenses they incur in their performance.
10. Product Markings.
10.1 Intellectual Property Laws.. Publisher shall comply with the marking
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provisions of the intellectual property laws of the applicable
countries in the Territory where it markets or sells the Licensed
Products.
10.2 Copyright Notices. Publisher shall xxxx all Licensed Products,
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packaging and all advertising, promotional and display materials
illustrating, utilizing or featuring the Licensed Products.
Distribution shall also comply with copyright instructions supplied by
School Zone.
10.3 Trademarks. School Zone grants to Publisher, and Publisher agrees to
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use, the Trademarks on all Licensed Products reproduced by Publisher.
The Trademarks shall be conspicuous on all packaging, and all
advertising, promotional or display materials illustrating, utilizing
or featuring the Licensed Products and shall be in compliance with
School Zone's guidelines on trademark usage. Publisher shall identify
each Trademark with the designation "TM" or (copyright symbol) as
specified by School Zone. Each Licensed Product shall contain a
marking legend specified by School Zone stating that the Licensed
Product is manufactured by Publisher under license from School Zone.
Publisher shall not use the Trademarks on any other product except the
Licensed Products. Publisher acknowledges School Zone's ownership of
the Trademarks throughout the world and the validity of School Zone's
registration thereof, and shall not dispute or put at issue such
ownership or validity. Publisher shall not at any time apply for or
obtain the registration of any Trademark in any country or do any
other act which might in any way impair the rights of School Zone in
and to the Trademarks. Upon request by School Zone, Publisher will
sign all papers prepared at School Zone's expense and perform such
other acts as may be necessary to establish Publisher as a registered
user of the Trademarks or otherwise acknowledge School Zone's
ownership thereof.
11. Advervising and Promotion. In order for Publisher to better promote the
Licensed Product, School Zone shall provide Publisher at no charge the
following:
11.1 English Version. Information on the English version of the Product.
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11.2 Demonstration. A demonstration of each of the Product titles for
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inclusion in Publisher's publications, promotional
materials, and/or catalogs.
11.3 Copies. One complete copy of each of the Product titles for each
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Subdistributor and Sales Representative.
12. Notices. Any notice required to be given pursuant to this Agreement
shall be in writing in the English language and mailed by certified or
registered mail, return receipt requested, or delivered by a international
express courier service.
13. Intellectual Property Rights..
13.1 Ownership. Except as otherwise provided herein, School Zone shall own
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all right, title, and interest, including all copyrights, in the
Products and the Licensed Products and to any modifications or
improvements made thereto, including the changes made in the
Publisher's localization development. When furnishing Gold Masters for
School Zone's approval or integration, Publisher shall include all
codes. Publisher will not obtain any rights in the Product s a result
of its responsibilities hereunder. Publisher acknowledges that School
Zone shall own all right, title and interest to any translations,
modifications, or improvements or other changes made by Publisher to
the Product. The parties agree to execute any documents reasonably
requested by the other to effect any of the above provisions.
12.2 Exclusive Rights. Publisher acknowledges School Zone's exclusive
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rights in the Product and that the Product is unique and original to
School Zone and that School Zone is the owner thereof. Unless
otherwise permitted by law, neither Publisher nor any of its
Subdistributors or Sales Representative shall, at any time during or
after the effective Term of the Agreement, dispute or contest,
directly or indirectly, School Zone's exclusive right and title to the
Product or the validity thereof.
14. Licensed Product Warranty
14.1 No Warranties. School Zone makes no warranties with respect to the
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Licensed Product except for non-infringement. School Zone does not
extend to Publisher or any of its Subdistributors or Sales
Representatives any other warranties, express or implied, and
Publisher and its Subdistributors and Sales Representatives waive any
and all claims to damages, excerpt those resulting from infringements
that are the responsibility of School Zone.
14.2 Disclaimer. SCHOOL ZONE DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS,
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EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO
THE PRODUCTS ADN THE LICENSE PRODUCTS. IN NO EVENT SHALL SHCOOL ZONE
BE LIABLE FOR DAMAGES, DIRECT OR INDIRECT, INCLUDING INCIDENTAL OR
CONSEQUENTIAL DAMAGES SUFFERED BY PUBLISHER, ANY SUBDISTRIBUTOR, SALES
REPRESENTATIVES, END USER OR OTHER THIRD PARTY ARISING FROM THE
MANUFACTURE, DESIGN, SALE, SHIPMENT, OR USE OF THE PRODUCTS OR THE
LICENSED PRODUCTS.
14.3 Liability. Publisher shall indemnify and hold School Zone harmless
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from all damages and expenses resulting from any representations or
warranties made by it or its Subdistributors or Sales Representatives
without the approval of School Zone in advertising, brochures,
manuals, or by their agents, employees, or representatives, whether in
writing or orally with respect to each Licensed Product.
15. Confidentiality.
15.1 Obligation. Publisher and School Zone may have occasion to review or
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receive information that is considered by the other party to be
confidential or proprietary (the "Confidential Information"). Both
during the term of this Agreement and thereafter, the parties agree to
maintain in confidence each other's Confidential Information unless or
until:
15.1.1 It shall have been made public by an act or omission of a
party other than itself; or
15.1.2 The party receives such Confidential Information from
an unrelated third party on a nonconfidential basis.
15.2 Reasonable Precautions. Publisher and School Zone shall use all
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reasonable precautions to ensure that the other party's Confidential
Information is properly protected and kept from unauthorized persons
or disclosure.
15.3 Prohibitions. The parties will not, without first obtaining the prior
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written permission of the other, do any of the following:
15.3.1 Directly or indirectly utilize such Confidential Information
in its own business;
15.3.2 Manufacture and/or sell any product that is based in whole
or in part on the other party's Confidential Information; or
15.3.3 Disclose the other party's Confidential Information to
any third party.
15.4 Subdistributors/Sales Representatives. Publisher shall have each of
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its Subdistributors and Sales Representatives agree to be bound by the
provisions of this paragraph.
16. Compliance With Local Laws.
16.1 Laws. Publisher shall comply with all applicable laws and regulations
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in the portions of the Territory where Publisher markets or sells the
Licensed Products.
16.2 Assistance. Publisher shall cooperate to assist School Zone in
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complying with all U.S. laws and laws of each country in the
Territory, including but not limited to, all U.S. laws and regulations
relating to the control of exports, the transfer of technology, and
the Foreign Corrupt Practices Act.
17 Termination.
17.1 Additional Rights. The termination rights set forth in this paragraph
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17 are in addition to the termination rights that may be provided else
where in this Agreement.
17.2 By School Zone. School Zone shall have the right to terminate this
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Agreement by giving written notice to Publisher in the event the
Publisher does any of the following:
17.2.1 Files a petition in bankruptcy or is adjudicated bankrupt
or insolvent, or makes an assignment for the benefit of
creditors, or an arrangement pursuant to any bankruptcy law,
or if Publisher discontinues or dissolves its business, or
if a receiver is appointed for Publisher or for Publisher's
business and such receivership is not discharged within
ninety (90) days;
17.2.2 Engages in any illegal, unfair, or deceptive business
practices or unethical conduct which impairs Publisher's
ability to carry out its obligations or threatens to impair
School Zone's goodwill in its Trademarks, the Products, or
the Licensed Products.
17.2.3 Appoints a Subdistributor or Sales Representative not
approved by School Zone; or
17.2.6 Commits any other breach of this Agreement, and
Publisher fails, within thirty (30) days following written
notice of the breach from School Zone, to either cure the
breach or to give School Zone all the reasonable assurances
School Zone requires to ameliorate a noncurable breach or
prevent its recurrence.
17.3 By Publisher. Publisher shall have the right to terminate this
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Agreement by written notice if School Zone commits any breach of this
Agreement, and School Zone fails, within thirty (30) days following
written notice of the breach from Publisher, to either cure the breach
or to give Publisher all the reasonable assurances Publisher requires
to ameliorate a non-curable breach or prevent its recurrence.
18. Post-Termination Rights and Obligations. The following rights and
obligations shall continue or arise incident to expiration of the Term or
termination of this Agreement.
18.1 Inventory Schedule. Not less than ninety (90) days prior to the
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expiration of the Term, or within ten (10) days following earlier
termination, Publisher shall provide School Zone with a complete
inventory of Licensed Products then on hand (the "Inventory").
18.2 Cessation of Activities. Publisher and its Subdistributors and Sales
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Representatives shall immediately cease the manufacture, sale and
distribution of the Licensed Product.
18.3 School Zone's Purchase of Inventory. School Zone and Publisher shall
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negotiate in good faith for School Zone's purchase of the remaining
Inventory.
18.4 Reversion of Rights. All rights and licenses granted to Publisher
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under this Agreement shall terminate and revert to School Zone.
18.5 Materials. School Zone may require that Publisher transmit to School
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Zone, at no cost, all material relating to the Licensed Product.
18.6 Survival of Obligations. The rights and obligations of the parties
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shall survive with respect to payment of royalties, Confidential
Information, Trademarks, copyrights, accounting, audits, inspections,
warranties, and indemnification.
19. Infringement.
19.1 Right to Enforce. Publisher agrees to notify School Zone promptly in
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the event Publisher becomes aware of any infringements of the Product
or Licensed Product. School Zone shall have the right, in its sole
discretion, to prosecute lawsuits against third parties for
infringement of School Zone's rights in the Product or Licensed
Product. All costs and expenses associated with such lawsuits shall be
borne by School Zone, which shall be entitled to any recovery received
as a result thereof, whether by adjudication or settlement.
19.2 Cooperation. Publisher agrees to fully cooperate with School Zone and
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its representatives in the prosecution of any such suit. School Zone
shall reimburse Publisher for the expenses Publisher incurs as a
result of such cooperation.
20. Indemnity
20.1 By Publisher, Publisher agrees to defend, indemnify, and hold School
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Zone, and its officers, directors, agents, and employees, harmless
against all costs, expenses, and losses ( including reasonable
attorney fees and costs) incurred by School Zone through claims of
third parties against School Zone arising out of (a) any breach by
Publisher or any Subdistributor or Sales Representative of any of
their obligations; and (b) the manufacture, sale, shipment, use or
other disposition of the Licensed Product, except for infringements
that are the responsibility of School Zone.
20.2 By School Zone. School Zone agrees to defend, indemnify, and hold
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Publisher, and its officers, directors, agents, and employees,
harmless against all costs, expenses, and losses (including reasonable
attorney fees and costs) incurred by Publisher through claims of third
parties against Publisher arising out of any breach by School Zone of
any of its obligations.
21. Independent Contractors. The parties' performance of their duties and
obligations under this Agreement are in a capacity as independent
contractors. Nothing contained in this Agreement shall be construed as
establishing a partnership, agency, or a joint venture relationship between
Publisher and School Zone.
22. Governing Laws and Jurisdiction; Arbitration. This Agreement shall be
governed by the laws of Michigan, USA. All disputes hereunder shall be
resolved in the applicable state or federal courts of Michigan. The parties
consent to the jurisdiction of such courts, agree to accept service of
process by mail, and waive any jurisdictional or venue defenses otherwise
available. Before initiating any court action, other than for injunctive
relief, a party seeking relief shall first submit the dispute or claim to
arbitration under the rules of the American Arbitration Association, with
the site of arbitration in Grand Rapids, Michigan. Judgement on the award
in any arbitration proceeding may be entered in any court of competent
jurisdiction.
23. Agreement Binding on Successors. This Agreement shall be binding on and
shall inure to the benefit of the parties hereto, and their heirs,
administrators, successors, and assigns.
24. Waiver. No waiver by either party of any default shall be deemed as a
waiver of any prior or subsequent default of the same or other provisions
of this Agreement.
25. Severability. If any provision hereof is held valid or unenforceable by a
court of competent jurisdiction, such invalidity shall not affect the
validity or operation of any other provision, and such invalid provision
shall be deemed to be severed from the Agreement, unless the enforcement of
the Agreement as modified would be manifestly unjust.
26. Assignability. The license granted hereunder is personal to Publisher and
may not be assigned by any act of Publisher or by operations of law except
with the consent of School Zone.
27 Integration. This Agreement (including all Schedules) constitutes the
entire understanding of the parties, is intended as a final expression of
their agreement, and takes precedence over any other documents that may be
in conflict. This Agreement may not be modified except in writing signed by
both parties specifically referring to this Agreement.
28. Governmental Approvals. Publisher and School Zone shall assist each other
in obtaining import licenses, export licenses, currency exchange approvals,
customs approvals, visas and other governmental approvals and permits
within the Territory that may be necessary to permit the same of the
Licensed Product.
29 English Language Controls. This Agreement is entered into in the English
language. In the event it is ever translated into another language and
there is a dispute as to the meaning or interpretation of this Agreement as
a result of the translation, the original English version shall control.
IN WITNESS WHEREOF the parties hereto have signed this Agreement as of the
date set forth below their respective signatures.
SCHOOL ZONE INTERACTIVE STAR E MEDIA CORPORATION
By: /s/ Xxxxxxxx Xxxxxxx By: /s/ E.G. Xxxxxxxxx
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Xxxxxxxx Xxxxxxx E.G. Aggadessa
Its President Its President
Date: 1/31/03 Date: 3.14.03
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SCHEDULE A
"Products"
TITLES ON START TO
ORIGINAL WORKBOOK READ BOOK
AGREEMENT PRODUCT ID PRODUCT NAME NUMBER NUMBER UPC
--------- ---------- ----------------------------------------------- -------- --------- ---------------
FLASH ACTION
08021 Multiplication & Division 0-76645-08021-9
08022 Addition & Subtraction 0-76645-08022-6
08050 Alphabet Number 1-100 0-76645-08050-9
08049 Colors, Shapes & More 0-76645-08049-3
ON-TRACK
X . . . . 08028 Same or Different Preschool 02052 0-76645-08028-8
08029 Does it Belong? Preschool 02059 0-76645-08029-5
08030 Shapes Preschool 02063 0-76645-08030-1
X . . . . 08031 Beginning Sounds Preschool 02054 0-76645-08031-8
X . . . . 08032 Math 2 02030 0-76645-08032-5
08033 Math 3 02031 0-76645-08033-2
08034 Transition Math K-1 02027 0-76645-08034-9
08035 Spelling Puzzles 1 02016 0-76645-08035-6
X . . . . 08036 Xxxxxxx Xxxxxxxxx X-0 Xx0 02004 0-76645-08036-3
08037 Thinking Skills Preschool 02068 0-76645-08037-0
08043 Math 1 02028 0-76645-08043-1
08047 Alphabet K 02003 0-76645-08047-9
08054 Multiplication & Division 3-4 20034 0-76645-08054-7
08057 Time, Money & Fractions 1-2 02044 0-76645-08057-8
08058 Vocabulary Puzzles 1 02130 0-76645-08058-5
Beginning Reading K-1 06006
08076 Jog, Frog, Jog/Nine Men Chase a Hen Reading K-1 06009 0-76645-08076-9
Beginning Reading 1-2 06028
08077 A Different Tune/It's Magic Reading 1-2 06029 0-76645-08077-6
08064 Phonics 2-3 02008 0-76645-08064-6
Beginning Reading K-1 06007
08074 Beep, Beep!/I want a Pet 06003 0-76645-08074-5
Beginning Reading 1-2 06018
08075 The Big Race/Xxxxxx Digs a Hole 06026 0-76645-08075-2
PENCIL-PAL
08080 Pencil-Pal Preschool 0-76645-08080-6
08081 Pencil-Pal Kindergarten 0-76645-08081-3
08082 Pencil-Pal First Grade 0-76645-08082-0
08083 Pencil-Pal Phonics 0-76645-08083-7
SCHEDULE B
School Zone Reserved Markets
I. Schools and School Districts in the United States and Canada.
II. The following primary customers:
Best Buy Office Depot
Costco Xxxx Stores
CVS Sam's Club
Discovery Toys School Zone Publishing
Fry's Electronics Super Duper Publications
Giant Foods Target
X.X. Xxxx Toys R Us
K-Mart Walgreen's
Lakeshore Wal-Mart
Meijer
III. The customers listed on the CE-ROM in the pocket on the next page.
