EXHIBIT 10.20
SOUND SOURCE INTERACTIVE INC.
IONA SOFTWARE LTD.
REPUBLISHING ** MARKETING ** DISTRIBUTION
AGREEMENT
CHILDREN'S EDUCATION & EDUTAINMENT SOFTWARE
-------------------------------------------
This Agreement is made and entered into as of this first day of June, 1998,
which supersedes the Agreement dated December 5, 1996 which was as this new
Agreement is by and between:
Sound Source Interactive, Incorporated, a California Corporation, and carrying
on business at:
00000 Xxxxxx Xxxx, Xxxxx X
Xxxxxxxxx, XX 00000-0000
Xxxxxx Xxxxxx of America
hereinafter "SSII"
and
IONA Software Limited a company incorporated in Ireland and carrying on business
at:
Xxxx 0, XXX Xxxxxxxxxx Xxxxxx,
Xxxx Xxxx Xxxx
Xxxxxx 0, Xxxxxxx
hereinafter "IONA"
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WHEREAS:
"SSII" is engaged in licensing, creating, developing and marketing and is
the sole and exclusive owner and / or licensee of the computer software products
(hereinafter "Articles") specified in Schedule "A" as attached hereto, and made
a part hereof, including the documentation and operating manuals therefor;
"SSII" proposes extending the market for the "Articles" by granting to
"IONA" the right to republish, market, distribute and sell copies of the same
outside the United States of America, within the countries (hereinafter
"Territory") as set forth in Schedule "B", which is made a part hereof, and in
accordance with conditions as set forth herein and as attached hereto;
"IONA" is engaged in the business of republishing, manufacturing marketing,
distributing and selling localized language versions of computer software and
wishes to acquire from "SSII" the right to carry on such business with respect
to the "Articles" as set forth in Schedule "A";
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, "IONA" and "SSII" agree as follows:
1. GRANT OF RIGHTS / SERVICES
A. "SSII" hereby grants to "IONA" and "IONA" hereby accepts the exclusive
right to republish the "Articles" (as set forth in Schedule "A") for the
purpose of creating localized language versions of the "Articles" and to
republish, manufacture, market, distribute, display, and sell the localized
language versions throughout the "Territory" (as set forth in Schedule
"B").
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B. "SSII" shall not itself nor through agents or third parties publish,
republish, manufacture, market, distribute, display or sell the localized
language versions (non-English language version) in the "Territory" while
this "Agreement" is in force.
C. "SSII" shall not be liable to "IONA" for any loss or damage incurred as a
result of any unauthorized republishing, manufacturing, marketing,
distribution, displaying or of "Articles" in the "Territory" during the
term of this "Agreement".
D. "SSII" grants to "IONA" the right to make such adaptations (pending
original licensor approval) to the "Articles" as are necessary to develop
localized language versions of them and allow "IONA" to exercise its rights
under paragraph (a) and without prejudice to the generality of the
foregoing the right to use disks, manuals, CD's and read only memories and
the right to translate the "Articles" into any language approved by "SSII"
as listed in and in accordance with Schedule "A" and "B" of this
"Agreement" or as incorporated herein by amendment hereto. However, in
exercising its rights herein, "IONA" is not authorized to make any changes
to the function or content audio and / or visual) of the "Articles" without
the written consent of "SSII".
E. "SSII" does NOT grant to "IONA" ANY rights under paragraph (I-A) to
publish, republish, manufacture, market, distribute, sale, nor in any way
use the "Articles" through-sharing services or networks unless pre-approved
by "SSII".
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F. As and when "SSII" develops new software products and chooses to have them
sold in the languages and in the "Territory" as listed in Schedule "B",
"IONA" is hereby granted right of first refusal and shall have sixty (60)
days from receipt of an "SSII" Beta CD to exercise such right of first
refusal. That period can be extended to ninety (90) days if requested in
writing by "IONA" then agreed to in writing by "SSII" to accept such offer.
Should "IONA" accept any or all such further software product, it shall be
regarded as a constituent part oft his "Agreement" and added by amendment
hereto and incorporated into the schedules herein accordingly.
2. TERM
A. This "Agreement" shall commence on July 1, 1998 and shall endure for a
period of thirteen (13) months through July 31, 1999 (the "Term"), subject
always to prior termination as herein specified and subject to continued
effectivity of "SSII"s" licensed properties.
B. Both parties shall use their best efforts to reach a mutual agreement on
any disputes, controversies or differences which may arise between the
parties, out of or in connection with this Agreement.
C Notwithstanding 2. A., either party may terminate this Agreement without
cause by giving ninety (90) day written notice to the other party. If such
notice is given by "SSII", "IONA" shall have a ninety (90) day sell off
period for all existing "SSII" licensed inventory and all work in progress
(W.I.P.) inventory.
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MASTER DISK & TECHNICAL INFORMATION
A. "SSII" shall forthwith upon execution of this Agreement furnish "IONA" with
one master disk of the "Article" and reproducible copies of all available
file maintenance documentation, drawings, data, upgrade and "bug" lists
that are necessary to enable "IONA" to republish, manufacture, market,
distribute, sell and support the Articles", including but not limited to
the information contained in Schedule "C" "Master Disk & Technical
Information", as attached hereto.
B. "SSII" shall keep "IONA" fully informed of and issue "IONA" with any
changes, additions or modifications to the master disk and to such
documentation, drawings, data upgrade- and "bug " lists that have affect on
marketing, operations, performance, cost or support by furnishing "IONA"
with one reproducible copy of the modified master disk, within a fortnight
(14 days) of release of such revisions by "SSII".
C. "SSII" shall offer limited technical support of owner's (Rhode Island Soft
Systems, Digital Media, Inc. and Way Forward Technologies) "Source Code".
4. LICENSE FEE
A. "IONA" agrees to pay "SSII" the Republishing Fee as set forth in Schedule
"E" and made a part hereof as the same may be amended from time to time by
mutual agreement between the "SSII" and "IONA". The republishing fee will
be a percentage of "Net Sales."
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B. The term "Net Sales" shall mean all moneys billed or billable by "IONA,"
from the exercise of its rights to distribute and sell licensed "Articles"
in the "Territory" before any allowances or discounts which have been
deducted from the normal selling price, inclusive of interest, monetary
correction, and any other payment charges whatsoever, less the following
items only:
(i) any sales, excise or value added taxes, which are
separately stated, and which are required to be
collected from customers as part of net sales, and
which are payable to taxing authorities; and
(ii) actual returns; and
(iii) actual quantity discounts; and
(iv) the actual cost of any premium purchased for
inclusion in a "bundle" with another "Article" and
(v) excluding freight, (if separately invoiced).
C. It is specifically understood and agreed that no deduction may be made for
any bad debts, or any reserves therefor, any manufacturing costs, importing
costs, selling costs, advertising costs, any real estate taxes, business
license taxes, net income taxes, franchise taxes, withholding taxes or any
other taxes not billed as part of net sales.
D. "Net Sales" shall not include any sales by "IONA" or its 'affiliated
companies to itself or its affiliated companies, the primary purpose of
which is the transfer of "Articles" for eventual resale. Republishing Fees
as a result of such sales shall be based upon and paid when the "Article"
is ultimately sold to the distributor, retailer, consumer or other
unaffiliated third party.
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E "IONA" will pay all taxes, customs, duties, assessments,
excise except as provided in 4-B (i), and other charges
levied upon the importation of or assessed against the
"Article" under this "Agreement," as well as all "IONA's"
costs of doing business and "SSII" shall have no liability
therefor.
F. It is a material term and condition of this "Agreement"
that "IONA" report net sales on a country-by-country
and title-by-title basis. In the event "IONA" fails to do so,
"SSII" shall have the right to terminate this "Agreement,"
in accordance with the provisions herein.
G. "IONA" shall account to "SSII" the Republishing Fee by
making payment in accordance with Schedule "E" which is
made a part hereof.
5. INDEMNIFICATIONS:
A. "SSII" hereby indemnifies "IONA" and shall hold it harmless from any loss,
liability, damage, cost or expense arising out of any claims or suits which
may be brought or made against "IONA" by reason of the breach by "SSII" of
the warranties or representations as set forth herein.
B. "IONA" hereby indemnifies and agrees to hold "SSII" and its agents,
servants, employees, officers and directors harmless from any loss,
liability, damage, cost or expense arising out of any claims or suits which
may be made against "SSII" by reason of or alleging any unauthorized or
infringing use by "IONA" of any patent, process, trade secret, copyright or
other similar property in connection with the "Articles" or the Trademarks
covered by this
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"Agreement" or by reason of any alleged defects (design, manufacturing,
handling or other).
6. APPROVALS / QUALITY / SAMPLES:
A. "IONA" agrees that the "Articles" as well as all packaging, labels,
press releases, advertising, promotion display or other material
prepared in connection with the "Articles" ("Collateral Materials"),
shall be of the highest standard and quality and shall ensure that all
"Articles" and the distribution thereof, comply with all applicable
laws throughout the "Territory".
B. "IONA" shall submit to "SSII" and "SSII" shall have absolute approval of
all republished "Articles" and all "Collateral Materials" at all relevant
stages of development and application thereof. "IONA" may not republish,
manufacture, market, display, distribute or sell any "Articles" until and
unless "IONA" has received "SSII"s" prior written approval. The terms of
this paragraph shall be deemed material to the "Agreement".
C. In the event "IONA" is not the manufacturer of the "Articles", "IONA" shall
be subject to the prior written approval of "SSII and its Licensor(s),
(which approval shall not be unreasonably withheld), entitled to utilize a
third party manufacturer in connection with the manufacture and production
of the "Articles" provided that such manufacturer shall execute a letter in
the form of Exhibit 1 attached hereto and by this reference made a part
hereof. In such event, "IONA" shall remain primarily obligated to "SSII"
and its Licensor(s) under all of the provisions of this "Agreement". In no
event shall any such authorization include the right to grant any
additional authorization or any sublicense whatsoever.
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D. Any submission not expressly approved in writing by "SSII" within fourteen
(14) days after submission shall be deemed disapproved. "SSII" will provide
"IONA" with written reasons for its disapproval. All such material
submitted by "IONA" to "SSII" shall be at "IONA's" expense.
E. "IONA" shall supply "SSII" with twenty-five (25) samples of each Article in
each localized language produced, at the time of first distribution. A
Republishing Fee shall not be payable on such samples. "SSII" may purchase
additional samples (for promotional purposes) as reasonably necessary at
"IONA's" actual cost.
F. "SSII" may purchase from "IONA" localized language version of "Articles" as
authorized and produced here under at actual cost, for direct sale within
the United States of America, its Territories, Commonwealth Nations and
Free Associated States.
7. COPYRIGHT AND TRADEMARK
A. All ownership of copyrights and trademarks in "Articles" republished
hereunder, as well as all artwork, packaging, copy, literary text,
advertising material of any sort, shall be in such names and all such items
shall bear copyright and trademark notices and any other legal notices as
"SSII" directs.
B. "IONA" shall furnish all applicable notices and markings as appropriate
and as otherwise required by local governments within the "Territory."
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8. RESERVATION OF RIGHTS:
A. All rights of "SSII" not expressly granted herein to "IONA" are hereby
expressly reserved by "SSII" or its designees without restriction.
B. "IONA" acknowledges that the right to republish as granted herein, does not
include any right, title, or interest in or to the Proprietary Subject
Matter nor to any copyrights, patents, and / or trademarks therein or
associated therewith.
C. "IONA" acknowledges that this Agreement relates solely to the Proprietary
Subject Matter. "IONA" is not, by virtue of this Agreement acquiring any
right whatsoever in any motion picture or television production or other
endeavor which is based upon, derivative of, or otherwise related to the
Proprietary Subject Matter, including without limitation, remakes, sequels,
sound recordings, publications, or copyrights and / or trademarks in the
Proprietary Subject Matter.
D. With respect to the Proprietary Subject Matter, "SSII" reserves unto itself
and / or its designees the right to manufacture, sell, advertise, promote,
display and otherwise exploit software product similar and / or identical
to the "Articles" outside "Territory."
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9. UNDERTAKINGS by "SSII"
A. "SSII" shall respond to requests from "IONA" for end user software support
in accordance with the level of support specified in Schedule "D" as
attached hereto and incorporated herein. For such purposes "SSII" shall
employ and maintain employment of suitably qualified personnel (English
speaking only) to operate an efficient call control desk during normal
office hours of 0730 to 1700, Pacific Standard or Daylight Saving Time,
Monday through Friday inclusive, excluding public holidays as celebrated in
the United States of America.
B. "SSII" shall prepare, compile, maintain and update the master disks and
related documentation at its own cost to enable "JONA" to satisfactorily
develop localized language versions and to market, distribute, sell and /
or otherwise support the "Articles"in accordance with the terms of this
Agreement and to provide "IONA" with such documentation or sufficient
access thereto or to the appropriately qualified personnel for such
purposes.
C "SSII" shall satisfactorily resolve any defect in the "Article" and for
such purpose shall forthwith take all such action and / or make available
all such facilities to rectify the defect. This only extends to operation
on systems as used in the USA. Any factors unique to other nations is the
responsibility of "IONA" to adjust or compensate for.
D "SSII" shall provide "IONA" at mutually agreed intervals or at such
reasonable times or at the request of "IONA" with information concerning
"Articles", enhancements, current developments, support and any changes
relating to ultimate users, customers and activities of competitors and
such other matters and information in any way relating to the constructive
performance of this "Agreement".
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E "SSII" warrants that the "Articles" are reliable and robust for the
purposes of marketing, is not-infringing on third party intellectual
property rights and complies with all rules and regulations laid down by
any society, institution or other body to which the "Articles" may relate
and that "SSII" shall continually reflect any changes required by such
societies, institutions or bodies.
F. "SSII" warrants to "IONA" that each master disk of the
software issued to "IONA" upon execution hereof or from
time to time hereafter shall be free from such faults,
defects, "bugs" or inadequacies as would restrict "IONA"
from marketing and / or supporting the "Articles".
G. "SSII" agrees that within a period of five (5) working days from
notification of the same and in any other case, as soon as possible, to
rectify or replace free of charge a Master Disk of an "Article" found
faulty, defective or inadequate, upon receipt of "IONA", and shall
forthwith replace each such master disk of the "Article" with one
incorporating appropriate corrections.
10. MUTUAL UNDERTAKINGS of "SSII" and "IONA"
It is mutually understood and agreed that neither "SSII" nor "IONA" shall incur
any liability on behalf of the other or in any way to pledge to the others
credit or accept any order or make any contract binding upon the other without
obtaining prior written consent.
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11. UNDERTAKINGS by "IONA":
A. "IONA" agrees to use its best efforts and optimum abilities in its
endeavors to republish, manufacture, market, distribute and sell copies of
the "Articles" and generally to market the "Articles" in a form which at
least meets the same standards of quality as that established by "SSII" in
the original "SSII" released product.
B. "IONA" agrees to support the "Articles" in good operational order to such
standards as are generally accepted throughout the PC software application
industry.
C. "IONA" agrees not to market or deal with the "Articles" in any way with any
party so as to bring the "Article" or its name nor "SSII"s" name into
disrepute or in which would otherwise affect the marketability of the
"Article."
D "IONA" agrees to maintain and retain complete and
accurate books and records relating to any obligation
assumed by "IONA" under this "Agreement." "SSII" or its
designee through the use of a certified public accountant,
upon two weeks prior notice and during the term of this
"Agreement" and for two years following the expiration
or termination, to inspect and examine and make copies
'of such books, records, and correspondence, as "SSII" may
deem appropriate to determine the accuracy of account
ings and reports made pursuant to this "Agreement." All
accountings and reports made pursuant to the "Agreement"
and all accountings and reports rendered by
"IONA" under this "Agreement" shall be deemed "binding"
unless objected to in writing by "SSII" within two years
of the statement's being rendered.
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12. LIABILITY:
"SSII" shall not be liable to "IONA" or any other person for loss or damage
arising directly in connection with the "Article" developed by "IONA" or any
modification, variation, enhancement or upgrade thereof, and any documentation,
manual or training relating thereto.
13. COPYRIGHTS:
"SSII" agrees to protect and save harmless and defend at its own expense "IONA"
from and against any and all claims of infringement of copyrights, patents,
trade marks, industrial designs or other property rights issued under the laws
of any country affecting the "Article."
14. CONFIDENTIAL INFORMATION:
The parties have imparted and may from time to time impart to the other certain
confidential information relating to the "Article," successor "Article" or other
software, marketing or support thereof including specifications and copyright
manuals therefor.
Each party hereby agrees that it will use such confidential information solely
for the purposes of this Agreement and that it shall not disclose, whether
directly or indirectly, to any third party such information other than as
required to carry out the purposes of this Agreement.
Where disclosure is essential, such party will prior to any disclosure obtain
from such third parties duly binding agreements to maintain in confidence the
information to be disclosed to the same extent at least as the parties are so
bound hereunder.
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15. EXPIRATION or TERMINATION of "AGREEMENT":
A. Notwithstanding any other provisions herein contained, this Agreement may be
terminated by notice in writing from the non- breaching party if any of the
following events shall occur: (1) If the other party shall commit any act
of bankruptcy, shall have a receiving order made against it, shall make or
negotiate for any composition or arrangement with or assignment for the
benefit of its creditors or present a petition or have a petition presented
by a creditor for its winding up or shall enter into any liquidation (other
than for the purpose of reconstruction or amalgamation), shall call a
meeting of its creditors, shall have a receiver of all or any of its
undertakings or "assets appointed, shall be unable to pay its debts, shall
cease to carry on business or avail of any debtor relief law; (2) If the
other party shall at any time be in default under this Agreement and shall
fail to remedy such default within thirty (30) days from receipt of notice
in writing specifying such default.
B. If any such event referred to in (1) or (2) above shall occur, termination
shall become effective forthwith or on such later date set forth in such
notice.
C. In the event "SSII" commits a material breach of this "Agreement", "SSII"
shall reimburse "IONA" 50% of the Localization costs expended to the date
of termination if termination date is within the first six (6) months of
the effectivity date of this "Agreement".
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D. In the event "IONA" does not commence in good faith to republish,
manufacture, market, distribute, and sell each "Article" throughout the
"Territory" and on or before the Marketing Date specified in Schedule "B"
(page 1) "IONA" shall, by default, forfeit that specific nation(s) as an
authorized "Territory" which or wherein "IONA" fails to meet said marketing
date requirements.
E. "IONA" agrees to use its best efforts to republish manufacture, distribute
and sell the "Articles" throughout the Territory, specifically, it shall:
(i) Republish, manufacture, distribute and sell "Articles" in such price
and quality brackets as are required to meet competition by manufacturers
of similar articles;
(ii) Make and maintain adequate arrangements for the distribution of the
"Articles" throughout the "Territory;"
(iii) Will not deliver or sell "Articles" outside the "Territory" or
knowingly sell "Articles" to a third party for delivery outside the
"Territory."
F. This "Agreement" may be terminated without cause by
either party by giving ninety (90) days written notice to
the other party. Sell-off period will not be effected by
the exercise of such termination rights.
G. "SSII" shall have the right to terminate this "Agreement"
without prejudice to any right which it may have in the
promises, whether in law, or in equity, or otherwise, upon
the occurrence of any one or more of the following events
(herein called "defaults"):
(i) If "IONA" defaults in the performance of any of its
obligations provided for in this "Agreement;" or
(ii) If "IONA" shall fail to make any payment due
hereunder on the date due; or
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(iii) If "IONA" fails to deliver any of the statements herein referred to
or to give access to the premises and / or records pursuant to the
provisions hereof to "SSII"s" authorized representatives for the
purposes permitted hereunder, and such failure shall continue for
ten (10) days after written notice thereof is sent by "SSII" to
"IONA;" or
(iv) If any governmental agency finds that the "Articles" produced by
"IONA" are defective in any way, manner or form; or
(v) If "IONA" shall republish, manufacture, sell or distribute,
whichever first occurs, any of the "Articles" without the prior
written approval of "SSII" as provided herein; or
(vi) If "IONA" has made a material misrepresentation or has omitted to
state a material fact necessary to make the statements misleading.
16. RENEWABILITY:
Ten days prior to the expiration of this Agreement, the parties shall have
completed negotiations in good faith with a view to its renewal.
17. FORCE XXXXXX:
"XXXX" shall be under no liability to "SSII" in any way whatsoever for
destruction, damage, delay or any other matters of the nature whatsoever arising
out of war, rebellion, civil commotion, strikes, lock-outs and industrial
disputes, fire, explosion, earthquake, act of GOD, flood, drought or bad
weather, the unavailability of delivers or supplies or requisitioning or other
act or order by any
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government department, council or other constituted body that could not have
been reasonably foreseen by a reasonably prudent business officer in the
'Territory".
18. ASSIGNMENT:
This "Agreement" is NON-ASSIGNABLE without the prior written consent of "SSII",
nor shall this "Agreement" inure to any other company in the event "IONA"
amalgamates or is incorporated by another, without "SSII's" written approval.
19. NOTICES:
Any notice required or permitted under the terms of this Agreement or required
by statute, law or regulation shall (unless otherwise provided) be in writing
and shall be delivered in person, sent by registered- mail or by DHL or Federal
Express, properly posted and fully pre-paid in an envelope properly addressed or
to such other address as may from time to time be designated by notice
hereunder. Any such notice shall be in the English language and shall be
considered to have been given at the time when actually delivered, or in any
event within fourteen (14) days after it was mailed in the manner as herein
provided.
20. AGREEMENT:
This Agreement supersedes any arrangements, understandings, promises or
agreements made or existing between the parties hereto prior to or
simultaneously with this Agreement and constitutes the entire understanding
between the parties hereto. Except as otherwise provided herein, no addition,
amendment to or modification of this Agreement shall be effective unless it is
in writing and signed by and on behalf of both.
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21. HEADINGS:
The headings of the paragraphs of this Agreement are inserted for convenience of
reference only and are not intended to be part of or to affect the meaning or
interpretation of this Agreement.
22. SEVERABILITY:
In the event that any of these terms, conditions or provisions shall be
determined invalid, unlawful or unenforceable to any extent such term,
condition, or provision shall be severed from the remaining terms, conditions
and provisions which shall continue to be valid to the fullest extent permitted
by law.
23. LAW:
The parties hereby agree that this Agreement and the provisions hereof shall be
construed in accordance with U.S. law and it is agreed that the Courts of
California, in and for the County of Los Angeles, have jurisdiction to settle
any disputes which may arise out of or in connection with this Agreement.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
the day and year as herein set forth at the effectivity date.
SIGNED for and on behalf of "SSII"
_____________________________ _____________
SIGNED for and on behalf of "IONA"
_____________________________ _____________
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"SSII" - "IONA" EXHIBIT I
----------
Sound Source Interactive, Inc.
Attn.: Legal Compliance Section
0000 X. Xxxxxxxxx Xxxxx, Xxxxx X
Xxxxxxxx Xxxxxxx, XX 00000
Gentlemen:
This letter will serve as notice to you that pursuant to Paragraph 6-C of
the Agreement dated June 1, 1998 between you and IONA Software Ltd., we have
been engaged as the manufacturer for IONA Software in connection with the
manufacture of the "Articles" as defined in the aforesaid Agreement. We hereby,
acknowledge we are cognizant of the terms and conditions set forth in said
Agreement and hereby, agree to observe those provisions of said Agreement which
are applicable to our function as manufacturer of the "Article (s)". It is
understood that this engagement is on a royalty free basis. We further agree
that we shall have no right to manufacture, sell or utilize the "Articles" or
Trademarks to advertise, promote or publicize ourselves or such manufacture in
any, manner of form.
We understand that our engagement as the manufacturer for "IONA" is subject
to your written approval. We request, therefore, that you sign in the space
below, thereby showing your acceptance of our engagements as aforesaid.
Very truly yours,
( manufacturer )
By-: ____________________ _____________________
Signature date
____________________ _____________________
print name phone / fax
_____________________________________________________________________
address
AGREED TO AND ACCEPTED BY:
SOUND SOURCE INTERACTIVE, INC.
_______________________________ ________________
signed date
AGREED TO AND ACCEPTED BY:
"PRIMARY LICENSOR"
_______________________________ ________________
signed date
Page A-1
SCHEDULE "A" "Articles"
-------------- ----------
Titles of the computer software referred to in the "Agreement" as the "Articles"
and as set forth herein below made a part of and incorporated into the
"Agreement" as follows:
MOVIEBOOK - TITLE:
------------------
BABE: A LITTLE PIG GOES A LONG WAY
FREE WILLY 2
THE LAND BEFORE TIME
AN AMERICAN TAIL
ALL DOGS GO TO HEAVEN II
ACTIVITY CENTER - TITLE
-----------------------
THE LAND BEFORE TME
CASPER: A SPIRITED BEGINNING
LEARNING ADVENTURE - TITLE
--------------------------
LOST IN SPACE
THE LAND BEFORE TIME - MATH ADVENTURE
Page B-1
SCHEDULE "B" "Language & Territories"
------------ ------------------------
"LANGUAGE:"
"Articles" licensed and approved by "SSII" to be developed and manufactured by
"IONA" in the Localized Languages as set forth herein below ONLY, is made a part
of and is incorporated into the "Agreement" as follows:
French Spanish
Swedish Italian
Danish Japanese
German Portuguese
Dutch Norwegian
Finnish
MARKETING DATE:
"IONA" shall republish, manufacture, distribute and commence the marketing,
throughout the "Territory" of 90% of the "Articles" (titles and languages) not
later than December 31, 1998. Sequence of titles and languages selection shall
be in accordance with "IONA's" own sound business judgment If "IONA" fails to
commence marketing and distribution of "Articles" in any country of or
substantial portion of the "Territory", "SSII", in addition to any another other
remedies available to it hereunder, may, by giving 'written notice thereof to
"IONA", to terminate the license granted hereunder With respect to such
"Articles" within such portion of the "Territory". Notice shall be effective
thirty (30) days after being given.
Page B-2
"TERRITORY"
"SSII" authorizes the "Localized Language" version of "Articles to be
distributed for sale by "IONA" in the following countries, which constitute the
"Territory It as referred to herein and is incorporated into and made a part of
the "Agreement":
1. European nations of
France Spain Portugal Italy
Germany Netherlands Belgium Denmark
Norway Sweden Finland Iceland
in Localized non-English language version only
2. South American nations / products are limited to:
BABE FREE WILLY 2
---- ------------
Brazil Brazil
Argentina Argentina
Chile Chile
Colombia Colombia
Bolivia Bolivia
Ecuador Ecuador
Peru Peru
CASPER LBT A/C
------ -------
Brazil Brazil
Argentina Argentina
Chile Chile
Colombia Colombia
Bolivia Bolivia
Ecuador Ecuador
Peru Peru
Product - by - Product / Country - by - Country basis in Localized non-English
language version only
Page B-3
Asian nations:
Product - by - Product / Country - by - Country basis
in Localized non-English language version only
Japan: MovieBooks only.
Page C-1
SCHEDULE "C" "MASTER DISK & TECHNICAL INFORMATION"
------------
"SSII" will supply to "IONA" information on:
1. Program files on disk;
Where the files are to be found; menu files and control programs.
2. Data files on disk;
Where the files are to be found; their structure, e.g. records, fields,
characters (enough information to enable "IONA" to access the data)
3. Interaction of program / data files
4. Utility programs / recovery programs to look at data files; for the
reconstruction of data / records and executables.
A. Bug list on current release and updates
B. Documentation
C. Information on future plans / development
Page D-1
SCHEDULE "D" "Support Level"
-----------------
A. Call Control Desk (0730 to 1700 M-F)
B. Rhode Island Soft Systems Technical Support
C. Digital Media International
D. Way Forward Technologies
E. Other
Page E-1
SCHEDULE "E" "Republishing Fee & Payment"
------------
All payment to "SSII" shall be in United States Dollars, although the
computation of revenues will be in local currencies.
1. Republishing Fee
A. Royalty for the first one hundred and twenty days (0- 120) from
the date of release of each localized SKU shall be 25% of Net Sales
or S3.00 per unit, which ever is greater.
B. Royalty for each localized SKU that has been released for over
one hundred and twenty (120 +) days shall be 25% of Net Sales or
$2.00 per unit, which ever is greater.
C. Royalty for each localized SKU that has been released for over two hundred
and ten days (210 +) shall be 25% of the Net Sales or S1.50 per unit, which ever
is greater.
2. Republishing Fee shall be payable
No later than twenty days after the close of the calendar quarter in which
product is sold by "IONA" in the format set forth on page E-2 hereof. All
payments to "SSII" shall be in United States Dollars, although the computation
of revenues will be in local currencies.
Payments shall be made via 'Wire Transfer":
3. Reporting & Report Format:
Reports are due quarterly, per "Article" / per Language, whether or not a
Republishing Fee is due. The Reports shall be on a title-by-title, country by
country basis..
Report format shall be the same as that set forth on page E-2.
Page E-2
SCHEDULE "E"
-------------
PRODUCT: BABE: A LITTLE PIG GOES A LONG WAY
----------------------------------
COUNTRY QTY SOLD $US
------- -------- ---
Br BRAZILIAN
--------------------------------------------------------------------------------
DK DANISH
--------------------------------------------------------------------------------
N DUTCH
--------------------------------------------------------------------------------
K FINNISH
--------------------------------------------------------------------------------
F FRENCH
--------------------------------------------------------------------------------
G GERMAN
--------------------------------------------------------------------------------
T ITALIAN
--------------------------------------------------------------------------------
J JAPANESE
--------------------------------------------------------------------------------
H NORWEGIAN
--------------------------------------------------------------------------------
Po PORTUGUESE
--------------------------------------------------------------------------------
E SPANISH
--------------------------------------------------------------------------------
S SWEDISH
