EXCLUSIVE EGENT & INTERNATIONAL
MARKETING & SALES AGREEMENT
BETWEEN
STAR E MEDIA CORPORATION
LAKE FOREST, CALIFORNIA
AND
SPACETOON ON LINE CO.
DUBAI - united ARAB Emiretes
----------------------------
This Agreement ("Agreement") is entered in to between STAR E MEDIA CORPORATION,
located at 27171 Burbank; Xxxx Xxxxxx, Xxxxxxxxxx 00000, hereinafter referred to
as "STAR" and SPACETOON ON LINE CO.; located at P.O. box 25924-DUABI-united ARAB
- Emireres, hereinafter referred to as "Spacetoon".
WHEREAS, Star is in the business of developing, producing and distributing
educational software through licensing agreements with various US producers of
educational software and creating original titles for the educational market.
REPRESENT:
Knowledge & Adventure
Scholastic
School zone
And other
WHEREAS, Star is interested in establishing a marketing and sales presence
in the Middle East and other Arabic speaking nations;
WHEREAS, Spacetoon has an established children's television broadcasting
network, radio station and Arabic language magazine devoted to children's
education and entertainment.
WHEREAS, Spacetoon desires to exclusively market, sell and distribute the
Star products throughout the Middle East and Arabic speaking nations as outlined
in Attachment "A";
WHEREAS, Spacetoon agrees to the following conditions of exclusivity:
1. Space Toon will promote the Star products through television
broadcasting commercials;
2. SpaceToon will promote the Star products through radio broadcasting;
3. SpaceToon will advertise the Star products in their entertainment
magazine
WHEREAS, Star desires to enter into and agreement to provide Spacetoon with
an exclusive right to market, sell and distribute the Star products;
NOW THEREFORE, in consideration of the mutual covenants and agreements of each
to the other as set forth herein, both parties hereby agree as follows:
1. EFFECTIVE DATE; TERM
1.1 The effective date of this Agreement is May 1, 2002 ("Effective
Date").
1.2 This Agreement shall continue in effect for a period of five (5)
years effective from the date hereof, renewable automatically for another such
period unless either party, at any time after the initial terms, give the other
at least sixty (60) days prior written notice of its desire to terminate the
agreement.
2. ENTIRE AGREEMENT
This document, together with the attachments included contains all of the terms
and conditions relating to the Exclusive Marketing and Sales Agreement.
3. DELIVERY
Delivery of the Star products shall be FOB Irvine, California. Delivery dates
are estimates and not guarantees. If a specified delivery date is expected to be
missed Star will notify Spacetoon in writing and provide a new delivery
estimate.
Star reserves the right to make partial deliveries. In the event any delivery
or portion thereof is delayed more than 30 days from any scheduled delivery
date.
4. PACKAGING
Star shall package the products in accordance with usual and customary
commercial standards and practices for international shipments and shall arrange
for shipment by the means it deems most appropriate. Spacetoon shall pay or
reimburse Star for the costs of any special packaging requests.
5. PRICES
The initial price to Star products for Spacetoon shall be as indicated in
Attachment "B". ALL PRICES ARE EXCLUSIVE OF SHIPPING, AND DUTY CHARGES.
6. EXCLUSIVE RELATIONSHIP
In consideration of its efforts hereunder, during the term of this Agreement,
Star appoints Spacetoon as its exclusive marketing, sales and distributor of its
products. Space Toon shall remain as Star's exclusive distributor for the Star
products, provided both Parties remains capable of meeting its commitments under
purchase orders issued hereunder and both Parties are not in violation of this
Agreement. It is also agreed that Star will not market, or distribute the
product within a competitive business environment of Spacetoon.
It is agreed between the Parties that there are no other agreements or
understandings between them relative to the subject matter of this agreement.
This agreement supersedes all prior agreements, oral or written, between the
Parties and is intended as a complete and exclusive statement of the agreement
between both Parties.
7. PAYMENT TERMS
Spacetoon agrees to pay Star as follows: all payments for purchases of the
products must be in either Non-Cancelable, Irrevocable Letters of Credit or bank
transfers. Spacetoon will be directed to remit all payments direct to Star as
set out as follows:
BENEFICIARY: Star E Media Corporation
BANK: CALIFORNIA BANK & TRUST
Costa Mesa Office
0000 Xxxxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
ACCOUNT NO.: 3340100231
ROUTING NO.: 000000000
8. ASSIGNMENT
Neither party shall be allowed to sell, transfer, or assign its rights, duties
or obligations under this Agreement without first obtaining written approval of
the other party.
9. TERMINATION FOR REASONS OTHER THAN BREACH
Either party may terminate this Agreement for breach of a material provision by
either party, or circumvention of the agreement by either party. Circumvention
being herein defined to mean Spacetoon purchasing or attempting to purchase Star
products direct from manufacturers or distributors or Star selling or attempting
to sell its product direct to Space Toon customers or distributees. Termination
will not negate any financial obligations expressed herein, between the Parties,
or any sales or assignment(s) outstanding at the time of termination of this
agreement. All other financial obligation after the termination of this
agreement shall be null and void; however, for any sale consummated after
termination, which in fact was negotiated by Space Toon, profits are due and
payable as provided herder.
10. NOTICES
10.1 Notices here under shall be given in writing. The effective
date of such notices shall be deemed to be the following dates, provided the
notices are sent to the last facsimile number, or mailing address given by the
party to whom the notice is being sent:
10.1.1 The date and time such notice is transmitted to the
other Party by facsimile;
10.1.2 The next business day following deposit of the notice
with such agency if the notice is send by overnight delivery such as
Express Mail, Federal Express and the like;
10.1.3 Four (4) business days following deposit of the notice
with at least first class postage prepaid, in a U. S. Mail Box.
10.1.4 Notices shall be sent to the following addresses:
NOTICES TO STAR E MEDIA CORPORATION
Star E Media Corporation
00000 Xxxxxxx
Xxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: E. G. Xxxxxxxxx, President
Telephone: (000) 000-0000
FAX: (000) 000-0000
NOTICES TO SPACETOON ON LINE:
Spacetoon On Line
X.X. Xxx 00000
XXXXX-xxxxxx XXXX Xxxxxxxx
Attention: Xxxxx Xxxxx Xx-Xxxxxxx, President
Phone: 0000 0000000
FAX: 0000 0000000
11. MODIFICATION/AMENDMENT
No modification or amendment to this Agreement shall be valid unless in writing
and signed by the above referenced authorized representatives.
12. APPLICABLE LAW
The validity and interpretation of this terms and conditions and performance
here under shall be governed by the laws of the State of California, exclusive
of California's conflict of laws rules.
13. DISPUTE RESOLUTION
All dispute under this purchase order or the Agreement shall be resolved as
follows:
13.1 Cooperation. The Parties agree to cooperate with each other to
attempt to settle all disputes arising under this purchase order of the
Agreement without resort to mediation or arbitration.
13.2 Mediation. The Parties are unsuccessful in resolving a dispute
within forty-five (45) days from the date begin attempting to resolve it, either
may submit the dispute to mediation in Orange County, California. Neither Party
may initiate arbitration proceedings until mediation is completed.
13.3 Arbitration. All disputes which are not resolved through
cooperation and mediation shall be finally resolved by binding arbitration in
Orange County, California in accordance with the California Arbitration Act -
California Code of Civil Procedures Sec.Sec. 1280et. Seq. in effect at the time.
Each Party shall bear its own costs of preparing and presenting its case; the
costs of arbitration, including the fees of the arbitrators shall be shared
equally by the Parties unless the award provides otherwise.
14. LIMITATION OF LIABILITY
To the fullest extent allowed by law, Star shall not be liable for indirect,
incidental, special or consequential damages hereunder. Star maximum aggregate
liability for any and all other damages for which liability is not disclaimed or
otherwise limited hereunder, shall not exceed the price Space Toon Clients or
Distributees have paid for the Product or Products which are the subject of the
damage claim.
15. FORCE MAJEURE
Neither Star now Space Toon shall be liable for failure to perform any of
its obligations hereunder due to causes beyond its reasonable control. Such
causes shall include but shall both be limited to such things as fire, flood,
earthquake or other natural disaster, war, embargo, riot, the intervention
of any governmental authority, strikes (regardless of the characterization
thereof), labor slowdowns, walkouts and/or shortages, material defects,
deficiencies or shortages, shortage of transport, and failures of vendors to
deliver product, material and components in accordance with the terms of their
contracts.
16. CONFIDENTIALITY, NON-DISCLOSURE AND NON-CIRCUMVENTION
Star is the owner of certain proprietary information relation to the speci-
fication, design development, operation, manufacturing, and maintenance of the
Star products.
Information so designated regarding the Star products, and software and
contracted clients is proprietary to, and a trade secret of Star of which
uncontrolled disclosure would be harmful to each party.
For the purpose of the formation of the business relationship between Star and
Spacetoon, with respect to the potential development of a business relationship,
both parties desires to provide the other certain confidential information
concerning the Nova Screen, related equipment, suppliers and clients under
circumstances which will protect the proprietary information and trade secrets
of both parties.
It is agreed and understood that the contacts of each party hereto are and shall
be recognized by the other s exclusive and valuable contact of the respective
party. Each party will not directly or indirectly negotiate or participate in
any transaction circumventing the party who first preceded the contact.
Each of the undersigned agree, warrant and covenant, therefore, not in any way
whatsoever circumvent or attempt to circumvent each other by directly or
indirectly dealing with the contracts of the other in any present or future
transactions for any reason.
In the event of such attempt or circumvention by either of the parties involve
in this transaction, either directly or indirectly, the parties agree that the
offending party agrees to pay the non-offending party equal to the maximum
aggregate contractual compensation that could be paid to both the offending
party and directly or indirectly, the non-offending party equal to the maximum
aggregate contractual compensation that could be paid to both the offending
party, plus any property or equity losses that occur as a direct or indirect
result of the offending party's actions.
The obligation of the parties hereunder shall continue uninterrupted for two (2)
years after the completion or cessation of any business relationship established
between the parties.
17. TERMINATION
In the event of a material breach of this agreement, prior to terminating this
agreement, the non-breaching Party shall provide written notice to the breaching
Party of such breach. If the breaching Party fails to cure such breach within 60
days following notification thereof, the non-breaching Party may thereupon
terminate this agreement.
18. ATTORNEY'S FEES
Any dispute arising under this agreement shall, upon written request of one
party served on the other, be submitted to binding arbitration conducted in
Orange County. With in ten (10) days of the demand, each party shall name an
arbitrator and with in five (5) days there after, the arbitrators shall be
determined by the application to the Superior Court of Orange County in the
manner prescribed in California Code of Civil Procedures section 1281.6 with
selection from the court supplied list being made by the arbitrators already
appointed the Arbitration hearing shall commence not later than fifteen (15)
days after the appointment of the third arbitrator. Fees charged by the
arbitrators hearing the matter, reasonable attorney fees incurred in the course
of arbitration, other reasonable fees associated with the arbitration, and in
enforcing a judgment of the arbitrators, shall be awarded to the prevailing
party in the arbitration or as determined by the arbitration panel.
19. WAIVER
Either Party electing not to enforce any provision hereunder or of any purchase
order placed hereunder shall not be construed to have waived enforcement of such
provision unless such waiver is in writing. The waiver of any provision in one
instance shall not constitute a waiver of that provision in the future unless
specifically provided in such waiver.
WHEREAS, the Parties have entered into this Agreement by executing
duplicate originals as of the Effective Date hereof.
STAR E MEDIA CORPORATION
/s/ Xxxxxxx Xxxxxx 05/01/02
--------------------
Xxxxxxx Xxxxxx, Chairman & CEO
SPACETOON ON LINE
/s/ Xxxxx Xxxxx Xx-Xxxxxxx 05/01/02
-----------------------------
Xxxxx Xxxxx Xx-Xxxxxxx, President
ATTACHMENT "A"
TERRITORY
MIDDLE EAST & NORTH AFRICA & ARAB SPEAKING
ATTACHMENT "B"
PRICING
SHALL BE 4.75 U.S. F.OB
EXCLUDING THE OLD JUMP START SERIES FROM KNOWLEDGE ADVENTURE
AS QUANTITY INCREASES PRICES WILL BE NEGOTIATED
QUANTITIES AND PRICE BASED ON LETTER OF UNDERSTANDING DATED FEBRUARY 26, 2002
February 26, 2002
Xx. Xxxxx Xxxxx Xx-Xxxxxxx, President
SPACE TOON ON LINE
Golf Park Building, Apt # 000 0/X
Xxxxx Xxxx-Xxxxx
Xxxxxx Xxxx Xxxxxxxx
RE: LETTER OF UNDERSTANDING
Dear Xxxxx,
Thank you for meeting with us in Canada last week. On behalf of both Ghaby and
myself I wish to extend our gratitude for our visit and look forward to a long
and lasting relationship.
Please find below our Letter of Understanding based on our meeting. If this
meets your approval you can kindly sign and fax back the signature sheet to the
number listed above and we will prepare the contract for your signature and
visit next week.
POINTS OF UNDERSTANDING BETWEEN STAR E MEDIA CORPORATION AND SPACE TOON:
1. Star E Media Corporation is in the business of developing, producing and
distributing educational software through licensing agreements with various
US producers of educational software and creating original titles for the
educational market.
2. Star is interested in establishing a marketing and sales presence in the
Middle East and other Arabic speaking nations.
3. Space Toon has an establish children's television broadcasting network,
radio station and Arabic language magazine devoted to children's education and
entertainment.
4. Space Toon desires to establish a strategic relationship with Star E
Media Corporation for a five (5) year exclusive marketing, selling and
distribution of Star E Media Corporation products throughout the Middle East and
Arabic speaking nations.
5. Space Toon agrees to promote the Star E Media Corporation products
through television broadcasting commercials, radio broadcasting commercials and
will advertise the Star products in their entertainment magazine.
6. Space Toon and Star E Media Corporation agrees to include the logo of
Space Toon Interactive on the packaging.
7. Space Toon guarantees a minimum volume sale of 25,000 units per year, per
title to be acquired at the minimum rate of 6,250 units per quarter, per title.
For this guarantee, Star E Media Corporation agrees to sell the current 40
titles at a discount rate as follows:
PRICE @ 25,000
COMPANY UNITS/YEAR/TITLE
Scholastic, Inc. $5.55
Knowledge Adventure $3.25
School Zone Interactive $5.95*
*School Zone Interactive has a bilingual workbook, which creates
a slightly higher production cost.
Future pricing of titles acquired by Star E Media Corporation after the signing
of this contract will be determined on a title-by-title basis. Star E Media
will make every effort to maintain or reduce these prices.
Price per title may be adjusted as follows depending on sales volume:
PRICE @ VOLUME/UNIT/YEAR
COMPANY 20,000 25,000 30,000 35,000
Scholastic, Inc. $6.85 $5.55 $5.27 $5.16
Knowledge Adventure $4.00 $3.25 $3.18 $3.11
School Zone Interactive $7.43 $5.95 $5.83 $5.71
----------------------- ----- ----- ----- -----
Please let us know your thoughts and we are ready to conclude our agreement.
Best regards,
/s/ E.G. Xxxxxxxxx
----------------------------
E. G. Xxxxxxxxx
President
APPROVED AS SHOWN ABOVE:
/s/ Fayes Xxxxx Xx-Xxxxxxx
----------------------------
XXXXX XXXXX XX-XXXXXXX
