INTERNATIONAL DISTRIBUTION AGREEMENT
(LOCALIZATION/REPRODUCTION RIGHTS)
SCHOOL ZONE INTERACTIVE
SCHOOL ZONE INTERACTIVE STAR E MEDIA CORP.
0000 Xxxxxxxxxx Xxxxx 000 Xxxxxxxxxx Xxxxx, Xxxxx X
Xxxxx Xxxxx, Xxxxxxxx 00000 Xxxxxx, Xxxxxxxxxx 00000
("School Zone") ("Publisher")
Attention: Xxxxxxxx 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: xx@xxxxxxxxxx.xxx E-mail Address:
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 distributing CD-ROM products and wishes to obtain, and
School Zone is willing to grant Publisher, the limited right to develop a
Licensed Product (as hereinafter defined) and to reproduce, sell, market and
distribute the Licensed Product through normal channels in the Territory (as
hereinafter defined) 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 "Licensed Product" shall have the meaning set forth in paragraph
3.1.
1.2 "Product" means the interactive CD-ROM product of School Zone
specified on the applicable Schedule.
1.3 "Sales Representative" shall have the meaning set forth in
paragraph 3.2.
1.4 "Schedule" shall have the meaning set forth in paragraph 2.1.
1.5 "Subdistributor" shall have the meaning set forth in paragraph 3.2.
1.6 "Territory" means the country or countries listed on the applicable
Schedule.
1.7 "Trademarks" means the trademark SCHOOL ZONE INTERACTIVE and logo
and other trademarks (if any) identified on the applicable Schedule.
2. SCHEDULES FOR LICENSED PRODUCTS.
2.1 Schedules. This Agreement sets forth the terms and conditions
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under which School Zone will grant Publisher certain rights in and to certain
Product(s) as designated in the schedules executed simultaneously with the
execution of this Agreement and such additional schedules as School Zone and
Publisher may subsequently execute from time to time (the "Schedules").
2.2 Conflicting Terms. Each Schedule shall be a part of this Agreement
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and governed by the terms and conditions of this Agreement. If there is a
conflict between the terms of this Agreement and any Schedule, the terms of the
Schedule shall control.
3. LICENSE GRANTS.
3.1 Grants. School Zone grants to Publisher the right and license to:
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3.1.1 Languages. To prepare a localized version of the Product in the
language(s) specified on the applicable Schedule (the "Licensed Product").
3.1.2 Markets. To reproduce sell, market and distribute the Licensed
Product in all markets and normal channels of distribution in the Territory.
Unless otherwise specified on the applicable Schedule, these rights and licenses
shall be nonexclusive.
3.2 Distributors/Sales Representatives. Publisher shall have the right
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to appoint local subdistributors ("Subdistributors") and sales representatives
("Sales Representatives") in the Territory to effect the sale and distribution
of the Licensed Product.
3.2.1 Written Agreements. Publisher shall enter into a written
agreement 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 the applicable Schedule; (b) provide for an automatic
termination in the event of termination of this Agreement or the applicable
Schedule; (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.
3.2.2 Guarantee. Publisher guarantees the performance and obli-
gations of each Subdistributor and Sales Representative.
3.3 Retention of Rights. School Zone retains all rights not expressly
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granted hereunder.
3.4 Territory. Publisher shall not sell or distribute the Licensed
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Product in any country outside the Territory and shall not knowingly sell the
Licensed Product to parties that intend to or are likely to resell them in a
country outside the Territory.
3.5 No Modifications. Except as otherwise authorized in connection
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with the development of the Licensed Product, Publisher shall not alter, edit or
otherwise amend in any manner the Licensed Product approved by School Zone
pursuant to paragraph 6.1.
4. ROYALTY PAYMENTS.
4.1 Advance Royalty Payment. In consideration of the licenses granted
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hereunder, Publisher shall pay School Zone a nonrefundable, advance royalty
payment in the amount and in accordance with the payment terms set forth in the
applicable Schedule.
4.2 Royalties. In consideration of the licenses granted hereunder,
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Publisher shall make royalty payments to School Zone for each Licensed Product
sold or otherwise disposed of by Publisher and any Subdistributor and Sale
Representative. The amount of the royalties shall be as specified in the
applicable Schedule. Unless specified in the applicable Schedule, 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. No payments shall be
required under this paragraph until the cumulative earned royalties exceed the
amount of the advance royalty paid by Publisher under paragraph 4.1. All
royalties due will accumulate interest at the rate of eighteen percent (18%) per
annum compounded daily from the date on which such royalties are due.
4.3 U.S Currency. All royalty payments shall be made in U.S. currency
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as 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.
4.4 Reports. Publisher shall submit to School Zone a quarterly written
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report which shall accompany the royalty payment described in paragraph 4.2.
The written report shall set forth the number of all Licensed Products
sold or otherwise disposed of by Publisher and any Subdistributor and Sales
Representatives, and such other information as School Zone may from time to time
reasonably request.
4.5 Audit. 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 understatement of five percent
(5%) or more in the royalty payment due for any period or periods, Publisher
shall reimburse School Zone for the cost of such audit.
4.6 Duties. Publisher shall have sole responsibility for collecting,
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reporting and paying any and all taxes and any and all customs, import and
remittance duties or assessments arising or in any way related to the activities
contemplated under this Agreement.
5. TERM.
5.1 This Agreement. This Agreement shall be effective as of the date
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of execution by both parties and shall remain in full force and effect until
the last Schedule has expired or has been terminated.
5.2 Schedule. The term for each Schedule shall be as specified in the
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applicable Schedule.
6. QUALITY ASSURANCE. Publisher shall be responsible for the localization
of, and the development of the Gold Master for, each Licensed Product.
Publisher shall submit a copy of the Gold Master of the Licensed Product to
School Zone, for its review and approval, on or before the date set forth in the
applicable Schedule. School Zone shall have the right to terminate the
applicable Schedule immediately upon written notice to Publisher if Publisher
fails to submit the Gold Master to School Zone on or before the specified date.
6.1 Approval by School Zone. Each Licensed Product manufactured, sold
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or otherwise disposed of by Publisher shall be of a quality specified by School
Zone. Upon completing the development of the Licensed Product, Publisher shall
submit to School Zone two (2) copies of the Licensed Product and the packaging
to be used with the Licensed Product. School Zone shall review the copies and
packaging and notify Publisher of any changes to be made to the Licensed Product
or its packaging, or both. Publisher shall not sell or otherwise dispose of any
Licensed Product that has not been approved by School Zone, within its sole
discretion, pursuant to this paragraph 6.1.
6.2 Samples. From time to time and upon request by School Zone,
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Publisher shall submit additional representative samples of currently
distributed Licensed Product. 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.
7. RECORD INSPECTION AND AUDIT.
7.1 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
written notice, inspect, audit and make copies of such books and records during
normal business hours.
7.2 Inspection. All books and records relative to Publisher's obli-
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gations 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. WARRANTIES AND OBLIGATIONS.
8.1 Authority to Contract. School Zone represents and warrants that it
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has 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
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no actual knowledge that the Product infringes any valid copyright or other
proprietary rights of any third party.
8.3 Promotion. Publisher represents and warrants that it will use it
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best efforts to promote, market, advertise, sell and distribute the Licensed
Product in the Territory and shall contractually obligate its Subdistributors
and Sales Representatives to use their best efforts, to promote, market,
advertise, sell, and distribute the Licensed Product in their respective
territories. Publisher and its Subdistributors and Sales Representatives shall
be solely responsible for the localization, manufacture, sale and distribution
of the Licensed Product and will bear all costs associated therewith.
9. PRODUCT MARKINGS.
9.1 Intellectual Property Laws. Publisher shall fully comply with the
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marking provisions of the intellectual property laws of the applicable countries
in the Territory.
9.2 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 Product with an appropriate copyright notice
which will preserve the interests of School Zone and Publisher in the Licensed
Products. Distribution shall also comply with copyright instructions supplied
by School Zone.
9.3 Trademarks. School Zone grants to Publisher, and Publisher agrees
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to 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 "(R)" 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.
10. ADVERTISING AND PROMOTION. In order for Publisher to better promote the
Licensed Product, School Zone shall provide Publisher at no charge the
following:
10.1 English Version. Licensed Product information on the English
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version of the Product.
10.2 Demonstration. A demonstration of each of the titles included in
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the Product for inclusion in Publisher's publications, promotional material,
and/or catalogs.
10.3 Copies. One complete copy of each of the titles included in the
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Product for each Subdistributor and Sales Representative
11. 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.
12. INTELLECTUAL PROPERTY RIGHTS.
12.1 Ownership. Except as otherwise provided herein, School Zone shall
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own all right, title, and interest, including all copyrights, in the Product and
to any modifications or improvements made thereto. Publisher will not obtain
any rights in the Product as a result of its responsibilities hereunder.
Publisher acknowledges that School Zone shall own all right, title and interests
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 party 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 Representatives 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.
13. LICENSED PRODUCT WARRANTY.
13.1 No Warranties. School Zone makes no warranties with respect to
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the Licensed Product. School Zone does not extend to Publisher or any of its
Subdistributors or Sales Representatives any warranties, express or implied, and
Publisher and its Subdistributors and Sales Representatives waive any and all
claims to damages.
13.2 Disclaimer. SCHOOL ZONE DISCLAIMS WARRANTIES AND CONDITIONS,
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EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SCHOOL 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 BREACH OF WARRANTY OR BREACH OF CONTRACT,
NEGLIGENCE, OR ANY OTHER LEGAL GROUND OF ACTION.
13.3 Liability. Publisher shall be liable for any representations or
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warranties made by it or its Subdistributors or Sales Representatives without
the approval of School Zone in its advertising, brochures, manuals, or by its
agents, employees, or representatives, whether in writing or orally with respect
to each Licensed Product.
14. CONFIDENTIALITY.
14.1 Obligation. It is recognized that during the course of its work
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with School Zone, Publisher may have occasion to conceive, create, develop,
review, or receive information that is considered by School Zone to be
confidential or proprietary including information relating to the Licensed
Product, including inventions, patent, trademark and copyright applications,
improvements, know-how, specifications, drawings, cost data, process flow
diagrams, customer and supplier lists, bills, ideas, and/or any other written
material referring to same (the "Confidential Information"). Both during the
term of this Agreement and thereafter, Publisher agrees to maintain in
confidence such Confidential Information unless or until:
14.1.1 It shall have been made public by an act or omission
of a party other than itself; or
14.1.2 Publisher receives such Confidential Information from an
unrelated third party on a nonconfidential basis.
14.2 Reasonable Precautions. Publisher further agrees to use all
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reasonable precautions to ensure that all such Confidential Information is
properly protected and kept from unauthorized persons or disclosure.
14.3 Prohibitions. Publisher agrees that it will not, without first
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obtaining the prior written permission of School Zone, do any of the following:
14.3.1 Directly or indirectly utilize such Confidential Information
in its own business;
14.3.2 Manufacture and/or sell any product that is based in whole
or in part on such Confidential Information; or
14.3.3 Disclose such Confidential Information to any third party.
14.4 Subdistributors/Sales Representatives. Publisher shall have each
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of its Subdistributors and Sales Representatives agree to be bound by the
provisions of this paragraph.
15. COMPLIANCE WITH LOCAL LAWS.
15.1 Laws. Publisher shall comply with all applicable laws and regula-
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tions in the Territory.
15.2 Assistance. Publisher shall cooperate promptly with School Zone
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to assist School Zone in 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 or the transfer of technology.
16. GOVERNMENT APPROVAL.
16.1 Approvals. Where necessary, Publisher shall be required to obtain
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all governmental approvals required to fulfill its obligations under this
Agreement. Such undertaking shall be at Publisher's sole expense.
16.2 Condition Precedent. If approval by any governmental entity in
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the Territory is required before this Agreement is enforceable by School Zone,
then such government approval is a condition precedent to the validity of this
Agreement. It is expressly understood and agreed that School Zone shall have no
obligations under this Agreement until such governmental approval has been
obtained and evidence of such approval has been received by School Zone.
16.3 Material Changes. In the event that any governmental entity
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requires material changes to be made to the terms of this Agreement or the
relationship between the parties, either party may terminate this Agreement upon
thirty (30) days' written notice.
17. TERMINATION.
17.1 Additional Rights. The termination rights set forth in this
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paragraph 20 are in addition to the termination rights that may be provided
elsewhere in the Agreement.
17.2 By School Zone. School Zone shall have the right to immediately
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terminate this Agreement and/or any Schedule by giving written notice to
Publisher in the event that Publisher does any of the following:
17.2.1 Files a petition in bankruptcy or its 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 receiver is not discharged within ninety (90)
days;
17.2.2 Makes any change in the current management of Publisher,
which in the opinion of School Zone, substantially impairs School Zone's rights
under this Agreement, or has or threatens to damage the reputation of School
Zone, or the Licensed Product;
17.2.3 Engages in any illegal, unfair, or deceptive business
practices or unethical conduct whatsoever, whether or not related to the
Licensed Product;
17.2.4 Sells a majority interest in Publisher to a third party;
17.2.5 Breaches paragraph 2.4 of this Agreement;
17.2.6 Appoints a Subdistributor or Sales Representative not
approved by School Zone; or
17.2.7 Breaches paragraph 3.1 of this Agreement.
17.3 Either Party. Either party may terminate this Agreement and/or
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any Schedule on thirty (30) days' written notice to the other party in the event
of a breach of any provision of this Agreement by the other party, provided
that, during the 30-day period, the breaching party fails to cure such breach.
18. POST-TERMINATION RIGHTS AND OBLIGATIONS.
18.1 Inventory Schedule. Not less than ninety (90) days prior to the
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expiration of the applicable Schedule or immediately upon termination thereof,
Publisher shall provide School Zone with a complete schedule of all inventory of
Licensed Product then on hand (the "Inventory").
18.2 Cessation of Activities. Upon expiration or termination of a
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Schedule, Publisher and its Subdistributors and Sales Representatives shall
immediately cease the manufacture, sale and distribution of the Licensed
Product. School Zone shall have the option of purchasing any of the Inventory.
18.3 Reversion of Rights. Upon the expiration or termination of this
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Agreement and/or a Schedule, all rights and licenses granted to Publisher under
this Agreement shall immediately cease and terminate and immediately revert to
School Zone and Publisher and its Subdistributors and Sales Representatives
shall discontinue all uses of the Licensed Product.
18.4 Materials. Upon expiration or termination of a Schedule, School
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Zone may require that Publisher transmit to School Zone, at no cost, all
material relating to the Licensed Product.
18.5 Survival of Obligations. It is understood and agreed that termi-
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ination or expiration of this Agreement and/or a Schedule shall not extinguish
any of Publisher's obligations under this Agreement and/or the applicable
Schedule that by their terms continue after the date of termination or
expiration.
19. INFRINGEMENTS.
19.1 Right to Enforce. Publisher agrees to notify School Zone promptly
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in 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
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and its representatives in the prosecution of any such suit. School Zone shall
reimburse Publisher for the expenses incurred as a result of such cooperation.
20. INDEMNITY.
20.1 By Publisher. Publisher agrees to defend, indemnify, and hold
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School 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 arising out of (a) any breach by Publisher or any
Subdistributor or Sales Representative of any representations or warranties
contained herein; (b) the manufacture, sale or other disposition of the Licensed
Product; or (c) any other actions or inactions of Publisher of any Sub-
distributor or Sales Representative.
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 through claims of third parties against Publisher arising out of any
breach by School Zone of any representations or warranties contained herein or
as a result of any of School Zone's actions or inactions.
21. INDEPENDENT CONTRACTOR. Publisher's performance of its duties and obli-
gations under this Agreement and the performance of its Subdistributors and
Sales Representatives are in a capacity as an independent contractor.
Accordingly, nothing contained in this Agreement shall be construed as
establishing an employer/employee, a partnership, agency, brokerage, or a joint
venture relationship between Publisher, and its Subdistributors and Sales
Representatives, and School Zone.
22. GOVERNING LAW AND JURISDICTION. 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.
23. AGREEMENT BINDING ON SUCCESSORS. This Agreement shall be binding on and
shall inure to the benefit of the parties hereto, and their heirs, admini-
strators, 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 invalid 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.
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, and revokes and supersedes all prior
agreements between the parties and is intended as a final expression of their
Agreement. It shall not be modified or amended except in writing signed by the
parties hereto and specifically referring to this Agreement. This Agreement
shall take precedence over any other documents that may be in conflict
therewith.
28. FOREIGN CORRUPT PRACTICE ACT. Publisher certifies that neither it, nor any
of its directors, officers, employees, Subdistributors, Sales Representa-
tives, or agents, is an official, agent, or employee of any government or
governmental agency or political party or a candidate for any political office
on the date of this Agreement. Publisher shall promptly notify School Zone of
the occurrence of any event that would or may result in an exception to the
foregoing representation. Publisher shall not, directly or indirectly, in the
name of, on behalf of, or for the benefit of School Zone offer, promise or
authorize to pay, or pay any compensation, or give anything of value to, any
official, agent, or employee of any government or governmental agency, or to any
political party, or officer, employee, or agent thereof. Publisher shall require
each of its directors, officers, employees, Subdistributors, Sales Repre-
sentatives, and agents to comply with the provisions of this paragraph.
Notwithstanding any other provision of this Agreement, any breach of the
provisions of this paragraph shall entitle School Zone to terminate this
Agreement effective immediately on notice to Publisher.
Publisher represents and agrees that it has not offered, given, promised to
give, or authorized giving, and will not offer, give, promise to give, or
authorize giving, directly or indirectly, any money or anything else of value to
any government official, political party, political official, or candidate for
political office in connection with its activities under this Agreement.
29. GOVERNMENTAL REQUIREMENTS. Publisher shall assist 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 sale of the Licensed Product.
30. ENGLISH LANGUAGE CONTROLS. This Agreement is entered into in the English
language and 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 language version shall control.
31. DUPLICATE ORIGINALS. Duplicate originals of this Agreement shall be
signed by both parties, each of which shall constitute an original. Each party
shall retain one of the originals
32. AMENDMENTS. No provision of this Agreement may be amended or modified
except by a written agreement signed by duly authorized representatives of the
parties.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
set forth below their respective signatures.
SCHOOL ZONE INTERACTIVE STAR E MEDIA CORP.
By: /s/ Xxxxxxxx Xxxxxxx By: /s/ E. G. Xxxxxxxxx
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(Signature) (Signature)
Xxxxxxxx Xxxxxxx E. G. Xxxxxxxxx
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(Type or Print Name) (Type or Print Name)
Its: Chief Executive Officer Its: President and Chief Operating Officer
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(Type or Print Title) (Type or Print Title)
Date: 04/27/01 Date: 04/25/01
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INTERNATIONAL DISTRIBUTION AGREEMENT
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LICENSED PRODUCT SCHEDULE
This Schedule is made and entered into, and subject to the terms and conditions
of, a certain International Distribution Agreement dated as of, _______2001
by and between School Zone Interactive ("School Zone") and the undersigned
Publisher.
PRODUCT Product No. Title
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[Insert title]
Includes Software and Print
product. Licensed Platform: CDROM for Windows and Mac.
TERRITORY Check one:
__ Worldwide (excluding School Zone's resale
rights described below under Additional Terms
and Conditions)
__ Limited to the following country(ies)
(specify)
LANGUAGES Arabic
Spanish
Publisher's rights shall be exclusive (exclu-
ding School Zone's resale rights described
below under Additional Terms and Conditions)
with respect to these languages only.
TRADEMARKS [GRAPHIC OMITED]
GOLDMASTER Publisher shall deliver the Gold Master to
School Zone upon completion.
TERM Initial ramp period commencing upon execution
of this Schedule and ending December 31, 2001
(the "Ramp-UP Period"). Thereafter, this
Schedule shall continue for a period of four
(4) years (each period referred to as an
"Annual Term") ending December 31, 2005.
MINIMUM ANNUAL UNIT VOLUME The following minimum annual unit volumes
apply on a per title and per language basis:
MINIMUM NUMBER OF
ANNUAL TERM UNITS/ROYALTIES PER TITLE
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Spanish Arabic
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1 8,000 ($13,600) 4,000 ($6,800)
2 4,000 ($ 6,800) 2,000 ($3,400)
3 4,000 ($ 6,800) 2,000 ($3,400)
4 4,000 ($ 6,800) 2,000 ($3,400)
If the total amount of royalties actually
paid by Publisher during any Annual Term
during the term of this Schedule is less
than the applicable minimum amount, Publisher
shall immediately pay School Zone an amount
equal to the difference between the appli-
cable minimum amount and the amount actually
paid. These minimum amounts shall not apply
during the Ramp-Up Period.
ADVANCE ROYALTY $5,000 (US) per title.
Due and payable in full upon execution of
this Schedule.
PER PRODUCT ROYALTY $1.70 per Licensed Product sold or otherwise
disposed of (includes $1.50 for software and
$0.20 for the workbook described below).
Publisher shall be solely responsible for the
localization of the 32-workbook in dual lang-
uage format for Arabic/English and Spanish
Spanish/ English to be enclosed with the
CD-Rom and sold as a single unit.
LOCALIZATION KIT Fee included as part of the advance royalty.
OTHER TERMS AND CONDITIONS Publisher shall provide School Zone with the
(SPECIFY) unassembled parts and pieces for the Licensed
Product (including the CD-ROMs, boxes, jewel
cases, booklets, trays but excluding the
cardboard corrugated inserts) in such quan-
tities as may be reasonably requested by
School Zone. School Zone shall be responsible
for assembling the Licensed Product. School
Zone reserves the exclusive right to resell
the Licensed Products to existing customers
of School Zone located in North America.
School Zone shall pay Publisher its actual
cost of goods or such other price as may be
agreed upon in writing by the parties for
each unit of the Licensed Product sold by
School Zone.
SCHOOL ZONE INTERACTIVE STAR E MEDIA CORP.
By: /s/ Xxxxxxxx Xxxxxxx By: /s/ E. G. Xxxxxxxxx
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(Signature) (Signature)
Xxxxxxxx Xxxxxxx E. G. Xxxxxxxxx
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(Type or Print Name) (Type or Print Name)
Its: Chief Executive Officer Its: President and Chief Operating Officer
----------------------- -------------------------------------
(Type or Print Title) (Type or Print Title)
Date: 04/27/01 Date: 04/25/01
