Exhibit 10.7
ACCELERATED READER RESALE AGREEMENT
Agreement, made in duplicate this 1st day of May, 1994, between Advantage
Learning Systems, Inc., a Wisconsin corporation of Wisconsin Rapids, Wisconsin,
hereinafter called ALS, and Perma-Bound, a Division of Xxxxxxxxx-New Method,
Inc., of Jacksonville, Illinois, hereinafter called Perma-Bound.
Whereas, ALS is engaged in the publishing and sale of reading management
software and other related products which are sold exclusively to schools under
its Accelerated Reader trademark, which software is hereinafter called AR;
Whereas, Perma-Bound is an important seller of books to the school library
and reading market in the USA and Canada; and
Whereas, sales of AR tends to significantly increase the demand for books;
and
Whereas, ALS and Perma-Bound wish to cooperate for the purpose of selling
AR;
Now, therefore, in consideration of the premises, it is agreed as follows:
1. Appointment. ALS hereby appoints Perma-Bound as a non-exclusive
distributor of AR for the United States and Canada during the term hereof.
Perma-Bound agrees to sell AR on a best-efforts basis. There shall be no minimum
purchase requirement. BRW 4 May 1994 Anb 5 May 94.
2. Restricted to School Customers. Perma-Bound shall sell AR only to
accredited public or private schools, school districts, or other organizations
for use in schools. Perma-Bound shall not sell AR to public or private
libraries, non-school commercial tutoring companies, or to any other person or
organization where AR is not intended to be used in a school. For purposes of
this agreement, a home school is not considered to be a school.
3. Shipment. ALS will ship AR the next working day for orders received
before noon on a best-efforts basis.
4. Prices and Discounts. [Pricing and discount information deleted]
All other prices, discounts, and special promotional pricing will be jointly
reviewed and agreed to in advance of any official announcement.
5. Primary Focus. The primary focus of Perma-Bound's AR selling activity
will be to sell AR kits to schools which are not currently using the program.
6. Training. ALS will provide training once per year at a site to be
determined, and at other times mutually agreed to.
7. Promotional Materials. [Description of promotional materials deleted]
required by Perma-Bound and Reps in their selling activity at no charge. For
videos supplied to Perma-Bound, ALS modify them to include Perma-Bound's
name, telephone, and address information.
8. On-line Support. ALS will provide Perma-Bound field sales
representatives with on-line sales and technical support assistance by assigning
an ALS telephone account representative to each Perma-Bound sales
representative.
9. AR Customer List. For purposes of initial start-up, ALS will provide
to Perma-Bound a subset of existing installed users within the geographic
territory of Perma-Bound rep for purposes of introduction and better
understanding of AR and how it is used.
10. Customer Registration. Upon making an AR kit sale, Perma-Bound shall
provide ALS customer name and address information including contact name, school
name, address, quantity purchased, ALS part number, and Perma-Bound's sales
rep's name. In the case of kit sales to district offices or other offices acting
as the purchasing authority for a school, both the district or other purchasing
authority and the using school, contact name, and address shall be provided if
it is available. ALS will compare the Perma-Bound school customers who have
purchased a kit to the existing ALS customer database. If there is no match, the
school will be considered a "Perma-Bound Source Customer." If there is a match,
the school will not be considered a Perma-Bound Source Customer. ALS will insert
a Perma-Bound flyer and no other book flyer with all software shipments ALS
makes to Perma-Bound Source Customers for as long as Perma-Bound continues as a
reseller.
11. Warranty Service and Technical Support. ALS shall be responsible for
all warranty service and technical support to Perma-Bound Source Customers on
the same basis as such warranty service and technical support is provided to all
ALS customers.
12. Trademarks. Perma-Bound shall not use the signature, monogram, or any
other trademark or name that is now or may hereafter be owned by ALS, except in
a manner, and to an extent that ALS may consent in writing. If any trademark or
name is used by Perma-Bound with the written approval of ALS, Perma-Bound on the
termination of this agreement shall discontinue all such use, and shall not
thereafter use any name, title, or expression in connection with any business in
which Perma-Bound may thereafter be engaged which resembles any trademark or
name, owned by ALS as may be likely to lead to confusion or uncertainty on the
part of the public.
13. Term. This agreement shall be for a term of two years and four months
(5/1/94 through 8/31/96) from the date first set out in this agreement and
continue from year to year thereafter until either of the parties shall give two
months' written notice to the other prior to the end of any such term that this
agreement shall not be renewed.
14. Termination for Cause. Each party hereto reserves the right, in case
the other party fails to carry out any material conditions of this agreement, to
cancel the agreement after due demand in writing addressed to the other party.
If at the end of 30 days from the date of the receipt of such demand or the date
when said demand should be received in the normal course of the mails, the other
party has not complied with the demand, the agreement shall immediately end,
without the necessity of any other steps being taken.
15. Non-assignability. This agreement shall not be assigned or
transferred by Perma-Bound directly or indirectly without the written consent of
ALS.
16. Relationship of Parties. This agreement does not constitute Perma-
Bound or any representative the agent or legal representative of ALS for any
purpose whatsoever. Perma-Bound is not granted any right or authority to assume
or to create any obligation or responsibility, express or implied in behalf of
or in the name of ALS or to bind ALS in any manner or thing whatsoever.
17. Modifications. No change, addition, or erasure of any portion of this
agreement shall be valid or binding upon either party. It is declared by both
parties that there are no oral or other agreements or understandings between
them affecting this agreement, or related to the selling or servicing of said
products. This agreement supersedes all previous agreements between the parties.
18. No Implied Waivers. The failure of either party at any time to
require performance by the other party of any provision hereof shall in no way
effect the full right to require such performance at any time thereafter. Nor
shall the waiver by either party of a breach of any provision hereof be taken or
held to be a waiver of any succeeding breach of such provision or as a waiver of
the provision itself.
19. Governing Law. This agreement is to be governed by and construed
according to the laws of the State of Illinois. It is understood, however, that
this is a general form of agreement, designed for use in the United States of
America, and that if any provision herein which may for any reason be determined
to be void by any enforcing jurisdiction, the void provision shall be severable
and the remaining part of the agreement shall continue to valid.
20. Matters to be Submitted to Arbitration. All disputes and
controversies of every kind and nature between the parties arising out of or in
connection with this agreement as to the existence, construction, validity,
interpretation or meaning, performance, non-performance, enforcement, operation,
breach, continuance, or termination thereof shall be submitted to arbitration
following 30 days of good faith negotiation between the parties after written
notice of a dispute including the particulars. Arbitration shall be conducted
pursuant to the procedures and rules as set forth by the American Arbitration
Association and any dispute or controversy so submitted shall be binding on the
parties.
21. Notices. Any notice provided for or concerning this agreement shall
be in writing and be deemed sufficiently given three days after being sent by
certified or registered mail, if sent to the respective address and title of the
person for each party as set forth below:
For ALS: For Perma-Bound:
Xxxxx X. Xxxxxxx III Xxxxxx Xxxxxx
President National Marketing Manager
Advantage Learning Systems, Inc. Perma-Bound
X.X. Xxx 0000 Xxxxxxxx Xxxx
Xxxxxxxxx Xxxxxx, XX 00000-0000 Xxxxxxxxxxxx, XX 00000
IN WITNESS WHEREOF, the parties have executed this agreement to be
effective on the day and year first above written.
Advantage Learning Systems, Inc. Perma-Bound
a division of Xxxxxxxxx-New Method, Inc.
By /s/ X. X. Xxxxxxx III By /s/ Xxxxxx X. Xxxxxx
------------------------ ----------------------
Title President Title National Mkt Mgr
--------------------- -------------------
Date 5/2/94 Date 5/4/94
---------------------- --------------------
[ADVANTAGE LOGO] ADVANTAGE
----------------------
Learning Systems, Inc.
July 12, 1996
Mr. Ben Magnum
Natl Marketing & Sales Manager
Perma-Bound
Xxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Fax: 000-000-0000
Dear Ben:
As agreed over the phone, the discount structure that will apply to sales of the
S.T.A.R. reading test is as follows:
[Pricing information deleted]
This additional discount will apply for sales made from now through June 30,
1997, at which time we will both re-examine the program and determine whether
and how to continue it.
It was also agreed that your regional managers will come into our headquarters
in Wisconsin Rapids for a full day of training on AR, AR implementation issues,
S.T.A.R., and any other products that we may mutually agree to add to our
arrangement in the future. This training will be held annually, with dates to be
agreed upon, and will be presented at our expense, with your managers' travel
and lodging to be at your expense. Xxxxx Xxxxxxx will be in touch with you next
week to arrange dates for this year's training.
-------------------Publishers of the Accelerated Xxxxxx/XX/--------------------
Xxx 0000 / Xxxxxxxxx Xxxxxx, Xxxxxxxxx 00000-0000 / Toll-Free (000) 000-0000 or
(000) 000-0000 / Fax: (000) 000-0000
Mr. Ben Magnum
July 12, 1996
Page 2
Please sign and return this letter as indication of acceptance. Ben, we look
forward to working with you on S.T.A.R.
Sincerely,
/s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
Chief Executive Officer
MHB/rm
cc: Xxxx Xxxxxx
Xxxxx Xxxxxxxxxxx
Xxxxx Xxxxxxx
Xxxxxx Xxxxx
Accepted:
Perma-Bound Books
By:
/s/ Xxxxxx Magnum
----------------------------------
Xxxxxx Magnum
National Marketing & Sales Manager
