This Agreement made as of January 1, 2002 (the" Effective Date") is by and
between Heritage Media Corporation having its principal place of business at
1954 Kellogg Ave., Carlsbad, California 92008 (HMC) and Heritage Scholastic
Corp. having its principal place of business at 202 No. Curry St., Suite 100,
Carson City, Nevada 89703 (HSC).
Whereas HSC is willing to purchase certain design and publishing services from
HMC and HMC is willing to provide such services, and
Whereas it is to the mutual benefit of both parties to establish a long term
agreement which fixes with some certainty the terms of such purchases,
Now, therefore, HMC and HSC agree as follows:
1.0 Minimum Purchase Requirement/Exclusivity
HSC agrees to use the services of HMC to publish not fewer than 15 books
during the first five years after the Effective Date of the Agreement. HSC
further agrees to offer HMC the first right of refusal for any publishing
services purchased by HSC during that same period.
In addition, HSC agrees to purchase design services from HMC during the
first five years after the Effective Date of the Agreement or until such
time as HSC employs its own staff for such work, whichever comes first.
HMC agrees to charge HSC for the design and publication of such books at
HMC's standard rate for such publications less a discount of 20%. Such
price shall in no case exceed 90% of the average cost to perform such work
as quoted by three other publishers in the San Diego area.
This Agreement will be for a term of five years ending on December 31,
In addition to rights granted elsewhere herein or generally by application
of law or equity, either party shall have the right to terminate this
Agreement at any time should either party breach any of the terms or
conditions herein, become insolvent or file for bankruptcy. Failure by
either party to terminate this Agreement upon such breach by the other
party shall not be deemed as a waiver of the right of the offended party
to terminate this Agreement for that or any future breach of this
Agreement by the offending party.
5.0 General Terms and Conditions
5.1 Complete Agreement; Amendments The terms and conditions of this
Agreement shall be the final, complete and exclusive statement of the
terms of this arrangement between HMC and HSC. No addition to, deletion
from or modification of any of the provisions of this Agreement shall be
binding upon the parties unless made in writing and signed by a duly
authorized representative of each party. Any such additions deletions or
modifications must refer specifically to this Agreement.
5.2 Assignment; Binding Effect. Neither this Agreement nor any of either
parties' rights or obligations hereunder may be assigned without the
written consent of the other party, which consent may not be withheld
5.3 Confidentiality. Each party agrees to keep the terms and conditions of
this Agreement and each party's performance hereunder confidential and
will not voluntarily disclose such information to anyone outside the
organizations of HMC and HSC other than as required by law or as the
parties shall agree between themselves.
5.4 Law. This Agreement shall be interpreted and construed in accordance
with the laws of the State of Nevada, without reference to conflicts of
laws provisions thereof.
AGREED: Heritage Media Corporation AGREED: Heritage Scholastic Corp.
By: /s/ Charles E. Parks By: /s/ Randall L. Peterson
Title: President Title: CFO
Date: 3/14/02 Date: 3/13/02