SAMPLE DISTRIBUTION AGREEMENT
(for a Multimedia Product)

Table of Contents

1. Appointment
1.1 Producer Appoints the Distributor
1.2 Exclusive Appointment for On Line Service
1.3 license
2. Obligations of the Distributor
3. Delivery of Delivery Materials
3.1 Producer to Deliver Delivery Materials to Distributor
3.2 If Delivery Materials are not Delivered
4. Terms of Agreements between Distributor and Subscribers
4.1 Agreements with Subscribers
4.2 Producer’s Consent
4.3 Supply
5. No Modifications or Bundling
5.1 No Modifications
5.2 Distributor’s Name and Logo
5.3 No Bundling
5.4 license Terms
6. Payment
6.1 Producer’s Royalty
6.2 Producer’s Royalty Free from Expenses
6.3 Underlying Materials
6.4 Payments to Producer and Reports
6.5 Payment to Producer Less than Minimum Guarantee
6.6 Distributor to Account to Producer after Termination
6.7 Taxes
6.8 Government Approvals
7. Accounts, Audits and Inspection
7.1 Distributor to Keep Records
7.2 Producer’s Right to Inspect Records
7.3 Producer’s Right to Inspect for 7 years
7.4 Payment of Any Difference Revealed by Inspection
7.5 If Reports Not Delivered
7.6 Inspection of Distributor’s Facilities
8. Warranties
8.1 General Warranties
8.2 Warranties by Producer
8.3 Producer does not Warrant
8.4 Warranties by Distributor
8.5 Amendment
9. Acknowledgment
10. Scope of Liability
10.1 Producers Indemnity
10.2 Distributor’s Indemnity
10.3 Exclusion of Liability
10.4 Liability Limit
10.5 Notification of Claims
10.6 Keep Producer Informed
10.7 Producer to Conduct Litigation
10.8 Conduct of Litigation
10.9 Payment of Judgment against Distributor
10.10 Consent to Settlement
10.11 Payment of Sums under Indemnity
10.12 Suspension of Payment of Producer’s Royalty
11. Marketing and promotion
11.1 Marketing Plan
11.2 Producer to Approve all Marketing Material
11.3 Producer’s Approval
12. Withdrawal of Product
12.1 Suspension of Distribution
12.2 Distributor to Notify
12.3 If Producer is Unable to Rectify the Product
12.4 If Producer is Able to Rectify the Product
13. Clearance by Censor
13.1 Submission to Censor
13.2 No Alterations without Producer’s consent
13.3 Termination if the Producer Does Not Consent to the Alterations
14. Confidentiality
14.1 Confidential Information
14.2 No Disclosure
14.3 No Unauthorized Copying
14.4 Return of Materials
14.5 Responsibility for Employees, Agents etc
15. Term and Termination
15.1 Initial Term
15.2 Notice to Terminate Initial Term
15.3 Automatic Renewal
15.4 Termination for Breach
15.5 Immediate Termination
15.6 Accrued Rights
15.7 Termination under Certain Clauses
16. Relationship of the Parties
16.1 No Partnership
16.2 No Representations of Authority
17. Publicity
18. Insurance
18.1 Distributor to Take Out Insurance
18.2 Producer’s Interest
18.3 Delivery of copies
18.4 Claims
19. Notices
19.1 Legibility
19.2 Address
19.3 How a Notice May Be Served
19.4 When a Notice is Received by Post
19.5 When a Notice is Received by Fax
20. Enforceability
20.1 Ineffectiveness
20.2 Severance of Ineffective Parts
21. Waiver
21.1 No Waiver Except by Notice in Writing
21.2 No Waiver of Subsequent Breaches
21.3 No Waiver by Extension or Forbearance
22. Variation
23. Assignment
24. Any Further Steps
25. Entire Agreement
26. Counterparts
27. Survival
28. Legal Advice
29. Costs, Stamp Duty and Other Taxes
29.1 Costs
29.2 Stamp Duty and Taxes
30. Governing Law and Jurisdiction
30.1 Governing Law
30.2 Jurisdiction
31. Definitions and Interpretation
31.1 Definitions
31.2 Interpretation

DISTRIBUTION AGREEMENT

Details of the Agreement

Date of the Agreement:

This Agreement is made on (month, day, year)

Parties to the Agreement:

1. “Producer” (#2#)

and

2. “Distributor”

Background to the Agreement

A. The Producer has developed a multimedia product known by the title
set out in Item 1(a) of the Schedule.

B. The Producer wishes to appoint the Distributor to distribute the
Product by way of online or other electronic forms of
distribution and the Distributor has agreed to accept the
appointment on the terms and conditions of this Agreement.

The parties agree as follows:

1. Appointment

1.1 Producer Appoints the Distributor

The Producer appoints the Distributor to distribute the Product for the
Term through the Service, but only by the Delivery Mode, on the terms
and conditions set out in this Agreement.

1.2 Exclusive Appointment for On Line Service

(a) The Producer agrees not to appoint any other distributor to
distribute the Product during the Term through an online Service.

(b) For the avoidance of doubt, the Distributor is entitled to appoint
any other person to distribute the Product otherwise than through an
online Service.

1.3 License

For the purposes of the appointment referred to in Clause 1.1, the
Producer grants to the Distributor a license during the Term:

(a) to reproduce all Underlying Materials embodied in the Product;

(b) to apply the Trade Mark to the Product, but only in the manner as
directed by the Producer from the names, photographs and likeness of
any authors, producers, creators, performers, artists or other persons
associated with the development or production of the Product, but only
in the manner as directed by the Producer from time to time; and

(d) to display the Product to prospective Subscribers in the course of
reasonable promotion and marketing of the Service.

2. Obligations of the Distributor

The Distributor will use its best endeavors:

(a) to maintain and operate the Service;

(b) to ensure that the Service is error free, virus free and uninterrupted;

(c) to promote and market the Product in accordance with the Marketing Plan;

(d) to distribute the Product through the Service;

(e) to make the Product available to Subscribers to the Service by the
Release Date;

(f) to be competent and knowledgeable in and conversant with all aspects
of the Product;

(g) to ensure that any notices relating to Intellectual Property Rights
appearing in or on the Product or literature relating to the Product
are not altered or removed;

(h) to inform the Producer of any matter which may affect or assist
the promotion and marketing of the Product;

(i) to act in good faith at all times towards the Producer and provide
assistance and cooperation as practicable on request by the Producer; and

(j) to furnish to the Producer, within two (2) Business Days of the
Producer’s request, any information sought by the Producer regarding
the promotion and distribution of the Product in the Territory.

3. Delivery of Delivery Materials

3.1 Producer to Deliver Delivery Materials to Distributor

The Producer will deliver the Delivery Materials to the Distributor
in accordance with the Delivery Requirements on or before the Delivery
Date unless otherwise agreed in writing.

3.2 If Delivery Materials are not Delivered

If the Delivery Materials are not delivered to the Distributor by the
Delivery Date, such an event will constitute a Termination Event and
the provisions of Clauses 15.5 and 15.7 will apply.

4. Terms of Agreements between Distributor and Subscribers

4.1 Agreements with Subscribers

The Distributor will include conditions in all agreements with its
Subscribers which relate to the distribution of the Product whereby
its Subscribers agree:

(a) not to disseminate, distribute or make available the Product or
any part of it via computer terminals or in machine readable form
or otherwise without the prior written consent of the Distributor;

(b) not to transfer the Product or any part of it to another
information distribution network or publication system (whether in
electronic form or otherwise) without the prior written consent of
the Distributor;

(c) not to use or permit the use of the Product for any unlawful
purposes; and

(d) to accept and agree to be bound by the license Terms.

Upon request from the Producer, the Distributor will supply to the
Producer a copy of its agreement with Subscribers.

4.2 Producer’s Consent

Where matters referred to in Clause 4.1 require the prior consent
of the Distributor, the Distributor will provide details of such
matters to the Producer and obtain the Producer’s prior written
approval before consenting to the Subscriber’s request.

4.3 Supply

The Distributor will not supply the Product to anyone other than
a Subscriber and will not supply the Product to a Subscriber on
terms that would allow that Subscriber to do any act or thing that
the Distributor has agreed not to do under this Agreement.

5. No Modifications or Bundling

5.1 No Modifications

The Distributor will not, without the prior written consent of the
Producer modify, alter, adapt, disassemble, reverse engineer, decompile
or amend the Product or any of the Underlying Materials in any way.

5.2 Distributor’s Name and Logo

The Distributor may, with the prior written approval of the Producer,
affix the Distributor’s name and logo on the Product in the manner
approved by the Producer.

5.3 No Bundling

The Distributor will not bundle, package or otherwise distribute the
Product with, or as part of, any other product or collection of products
without the prior written approval of the Producer.

5.4 License Terms

The Distributor will not remove the license Terms from the Product or
otherwise amend or modify the license Terms embodied in the Product or
otherwise attached to the Product.

6. Payment

6.1 Producer’s Royalty

The Distributor will pay the Producer’s Royalty to the Producer in
respect of all exploitation of the Product through the Service.

6.2 Producer’s Royalty Free from Expenses

The Producer’s Royalty will be free and clear of all expenses associated
with the promotion, marketing and distribution of the Product including,
but not limited to, costs of advertising, transmission, administration
and all taxes.

6.3 Underlying Materials

Subject to Clause 6.2, the Producer will be responsible for paying any
fees, royalties or other payments due to the owners, exclusive licensees
or assignees of any of the Underlying Materials which are payable in
respect of the distribution of the Product, unless agreed to the contrary
in writing by the parties.

6.4 Payments to Producer and Reports

Within 30 days of the end of each Calendar Quarter during the Term the
Distributor will:

(a) remit to the Producer, in the manner as directed by the Producer
in writing, the Producer’s Royalty which amount shall equal or exceed
the Minimum Guarantee for that Calendar Quarter; and

(b) furnish to the Producer a report (”Report”) detailing:

(1) the number of Subscribers for the Product during the
preceding Calendar Quarter;

(2) the Gross Receipts for that Calendar Quarter;

(3) a computation of the Producer’s Royalty including details
of any tax deducted under Clause 6.7; and

(4) if requested by the Producer, copies of all invoices and
other documents necessary to enable the Producer to verify
the Distributor’s statement of Gross Receipts.

6.5 Payment to Producer Less than Minimum Guarantee

If any payment under Clause 6.4(a) is less than the Minimum
Guarantee, then the Producer may, at its option:

(a) continue this Agreement on a non-exclusive basis; or

(b) elect to treat the failure to achieve the Minimum Guarantee
as a Termination Event in which event the provisions of Clauses 15.5
and 15.7 will apply.

6.6 Distributor to Account to Producer after Termination

Subject to the termination of this Agreement, however caused, the
Distributor will continue to account to the Producer under
Clause 6.4 for as long as the Producer continues to receive Gross
Receipts in respect of the distribution of the Product during the Term.

6.7 Taxes

The Distributor will deduct from the Producer’s Royalty due to the
Producer such taxes, levies or other charges as are required by the
law of the Territory to be paid by or withheld from the Producer and
will submit to the Producer receipts for any sum which has been paid
or withheld.

6.8 Government Approvals

The Distributor is responsible for obtaining all of the necessary
government or other official permission for the release of the
Producer’s Royalty to the Producer.

7. Accounts, Audits and Inspection

7.1 Distributor to Keep Records

The Distributor will keep all proper books, records and accounts
(”Records”) relating to the distribution of the Product and will
retain such Records for a period of seven (7) years after the date
of termination of this Agreement.

7.2 Producer’s Right to Inspect Records

(a) The Producer is entitled, on five (5) Business Days prior notice
in writing to the Distributor, to attend (or appoint an independent
accountant to attend) the Distributor’s premises and inspect such
of the Distributor’s Records as may be reasonably necessary to
verify the information contained in any Report delivered by the
Distributor under Clause 6.4 of this Agreement.

(b) The Distributor will permit any such inspection.

7.3 Producer’s Right to Inspect for seven (7) years

The Distributor may exercise the right of inspection under this
Clause 7 at any time up to seven (7) years after termination of this
Agreement.

7.4 Payment of Any Difference Revealed by Inspection

(a) If an inspection under Clause 7.2 reveals that the total amount
payable to the Producer in respect of any Calendar Quarter is a sum
greater than the amount specified in the relevant Report or Reports,
then the Distributor will pay to the Producer the difference within
fourteen (1)4 days of demand in writing by the Producer which demand
will be accompanied by a copy of any accountant’s report.

(b) If the amount payable to the Producer under this Clause 7.4
exceeds the amount specified in the relevant Report or Reports by 5%
or more, then the Distributor will also pay the costs and expenses
of that inspection.

7.5 If Reports Not Delivered

(a) If the Distributor fails to deliver a Report or Reports within
the time required by Clause 6.4, the Producer may appoint an
independent accountant to examine the Records of the Distributor
for the purpose of ascertaining the amount payable by the Distributor
for the relevant Calendar Quarter.

(b) The Distributor will permit that accountant to inspect the
Distributor’s Records.

(c) The amount certified by that accountant to be payable in respect
of any Calendar Quarter together with the costs and expenses of that
inspection are payable by the Distributor within 14 days of demand by
the Producer for that amount, such demand to be in writing and
accompanied by a copy of the accountant’s report.

7.6 Inspection of Distributor’s Facilities

In addition to the foregoing rights of inspection, the Producer may
during regular Business Hours on not less than 5 Business Days’ prior
written notice inspect the Distributor’s premises and facilities in
order to verify the Distributor’s compliance with any terms of this
Agreement.

8. Warranties

8.1 General Warranties

Each party warrants to the other that:

(a) it has authority to enter and to perform its obligations under
this Agreement; and

(b) it has the ability to perform its obligations under this Agreement.

8.2 Warranties by Producer

The Producer represents and warrants to the Distributor that:

(a) the Product is not defamatory, obscene, false, misleading or
deceptive and does not breach any statute; and

(b) use of the Product in accordance with this Agreement will not
infringe the rights, including the Intellectual Property Rights,
of any person.

8.3 Producer does not Warrant

The Producer does not represent and does not warrant to the
Distributor that:

(a) the Product is error free or virus free;

(b) the use of the Product will be uninterrupted; or

(c) the Product will provide any function not designated in any
Product definition.

8.4 Warranties by Distributor

The Distributor represents and warrants to the Producer that:

(a) subject to Clauses 8.5 and 13, it is authorized by all
necessary government and other agencies and authorities and will,
throughout the Term, continue to be authorized to distribute the
Product in the Territory;

(b) that it will not alter the Delivery Mode without the prior
approval of the Producer, which approval may be withheld by the
Producer in its absolute discretion; and

(c) the information provided to the Producer in relation to the
subject matter of this Agreement before its entry into this Agreement
is true and correct.

8.5 Amendment

Subject to anything to the contrary, if compliance with the
specified warranty in Clause 8.4 or any other term of this Agreement
would require an amendment, variation or modification to the Product,
then no such amendments, variations or modifications are to be
made without the prior approval of the Producer, which approval may
be withheld in its absolute discretion. If such approval is withheld,
such an event will constitute a Termination Event and the provisions
of Clauses 15.5 and 15.7 will apply.

9. Acknowledgment

The Distributor acknowledges and accepts that it will not as a
result of entering into this Agreement, acquire any Intellectual
Property Rights in the Product, the Underlying Materials or the
Delivery Materials or in any copies thereof.

10. Scope of Liability

10.1 Producers Indemnity

The Producer will at all times indemnify and keep indemnified the
Distributor and its sub-distributors and both their respective
officers, employees and agents (in this Clause 10.1 referred to as
“those indemnified”) from and against any loss (including
reasonable legal costs and expenses) or liability incurred by any of
those indemnified arising from any claim, demand, suit, action or
proceeding by any person against any of those indemnified where
such loss or liability arose out of:

(a) any breach of this Agreement by the Producer, excluding any
breach of the warranties referred to in Clause 8.2;

(b) any breach of the warranties referred to in Clause 8.2; and

(c) any infringement or alleged infringement of the rights,
including the Intellectual Property Rights of any person occurring
by the use of the Product in accordance with this Agreement.

10.2 Distributor’s Indemnity

The Distributor will at all times indemnify and keep indemnified
the Producer its officers, employees and agents (in this Clause
10.2 referred to as “those indemnified”) from and against any
loss (including reasonable legal costs and expenses) or liability
incurred by any of those indemnified arising from any claim,
demand, suit, action or proceeding by any person against any of
those indemnified where such loss or liability arose out of:

(a) any use of the Product by the Distributor and the
sub-distributors otherwise than in accordance with this Agreement; and

(b) any other breach of this Agreement by the Distributor.

10.3 Exclusion of Liability

(a) The Producer acknowledges and accepts that, to the extent
permitted by law, the Distributor will be under no liability to the
Producer whatsoever, whether in:

(1) contract or tort (including, without limitation, negligence);

(2) breach of statute; or

(3) any other legal or equitable obligation,
in respect of any loss or damage referred to in Clause 10.3(b).

(b) The loss or damage referred to in Clause 10.3(a) is loss or
damage (including loss of profit or savings), however caused,
which may be:

(1) suffered or incurred or which may arise directly or
indirectly in respect of any infringement by any End User
or other person of the Intellectual Property Rights of the
Producer or any other right of the Producer in or in relation
to the Product; or

(2) which may be caused directly or indirectly by any act or
omission of any End User or any other person who may access
the product, except to the extent that the Distributor has
knowledge of, authorized or otherwise permitted such
infringement, act or omission.

10.4 Liability Limit

Except as provided in Clauses 10.1(b) and 10.1(c) the total
liability of each party arising out of any particular breach of
this Agreement for damages regardless of the cause of action,
whether contract, tort (including, without limitation, negligence)
or breach of statute or any other legal or equitable obligation is
limited to the amount set out in Item 9 of the Schedule.

10.5 Notification of Claims

The Distributor will notify the Producer in writing as soon as
practicable and in any event within 2 Business Days of any
claim or demand made, or action, suit or proceeding threatened
or brought, against the Distributor arising from any breach of
the warranties referred to in Clause 10.1(b) or from the
infringement or alleged infringement referred to in Clause 10.1(c).

10.6 Keep Producer Informed

After notice has been given under Clause 10.5 and upon the
Licensor admitting its obligations under the indemnity in Clause
10.1(b) or 10.1(c) and, where requested by the Distributor,
lodging security in a reasonable amount with the Distributor,
the Distributor will:

(a) continue to keep the Producer informed of all developments; and

(b) to the extent permitted by law, act in accordance with the
reasonable directions of the Producer in respect of those
developments including in relation to application for leave to
withdraw from the litigation and in relation to the settlement of
claims or demands that do not result in litigation.

10.7 Producer to Conduct Litigation

Where litigation is commenced against the Distributor in respect of
any matter involving any breach of the warranties referred to in
Clause 10.1(b) or any infringement or alleged infringement referred
to in Clause 10.1(c), the Distributor will, on leave being granted,
withdraw from the litigation and the Producer will, in its own name
and its own expense, conduct the litigation.

10.8 Conduct of Litigation

(a) Where leave is not granted to the Distributor to withdraw from
the litigation and for the Producer to conduct litigation in its
own name, the Distributor will:

(1) upon the Producer admitting its obligations under the
indemnity in Clause 10.1(b) or 10.1(c); and

(2) to the extent that it is permitted by law, defend,
arbitrate, appeal, settle or otherwise conduct the litigation
as the Producer may from time to time reasonably direct.

(b) For the purpose of Clause 10.8(a), the Producer will lodge
security in a reasonable amount with the Distributor to off set
the Distributor’s costs of conducting the litigation at the
Producer’s direction.

10.9 Payment of Judgment against Distributor

If a final judgment or award is made against the Distributor in the
litigation referred to in Clause 10.8, or if a settlement is reached
with the Plaintiff, which has been approved by the Producer, (in a
situation where the Producer is providing an indemnity under Clause
10.1(b) or 10.1(c)), the Distributor will:

(a) not less than five (5) Business Days before the date on which the
Distributor must pay the amount referred to in the judgment, award
or settlement; or

(b) if no date for payment is fixed by that judgment, award or
settlement, within five (5) Business Days of receipt of a notice in
writing from the Distributor that it intends to pay the amount referred
to in that judgment, award or settlement, pay to the Distributor by
bank check a sum equal to the sum that the Distributor is required
to pay.

10.10 Consent to Settlement

The Distributor’s approval to the settlement referred to in Clause
10.9 will not be unreasonably withheld.

10.11 Payment of Sums under Indemnity

The Producer will pay to the Distributor all other sums required
to be paid under the indemnity provided under Clause 10.1 within
five (5) Business Days of receipt by the Producer of a notice from
the Distributor requiring payment of those sums.

10.12 Suspension of Payment of Producer’s Royalty

Without prejudice to any other right or action or remedy which
the Distributor may have, if the Producer fails to comply with
this Clause 10, the Distributor will have the right to suspend
payment of the Producer’s Royalty due under this Agreement until
such claim, demand, suit, action or proceeding has been resolved.

11. Marketing and promotion

11.1 Marketing Plan

(a) The Distributor will comply with the Marketing Plan in
relation to the publicity, advertising and marketing
strategies of the Product in the Territory.

(b) Any variations to the Marketing Plan will be agreed in
writing by the parties.

11.2 Producer to Approve all Marketing Material

The Distributor will submit all advertising, sales promotion and
public relations material used from time to time by the Distributor
and relating to the Product for the Producer’s prior written
approval. Subject to Clause 11.3, no such material may be used in
conjunction with the promotion of the Product without the
Producer’s prior written approval.

11.3 Producer’s Approval

(a) The Producer will notify the Distributor within 10 Business
Days following receipt of the material referred to in Clause
11.2 whether it approves, disapproves or requires any alteration
to such material.

(b) If no notification is received within the said period, the
Producer will be deemed to have given its approval.

(c) The Producer will not unreasonably withhold its consent to
such material.

12. Withdrawal of Product

12.1 Suspension of Distribution

The Producer may direct the Distributor in writing to suspend the
distribution of the Product (and the Distributor will comply with
that direction) for a period up to ninety (90) days
(”Suspension Period”) if:

(a) the Product is defective; or

(b) if the Producer is advised by its legal advisers that the Product:

(i) infringes or may infringe the Intellectual Property
Rights of any person; or

(ii) is or may be defamatory, obscene, false, misleading or
deceptive.

12.2 Distributor to Notify

(a) If the Distributor becomes aware of any of the matters described
in Clauses 12.1(a) or (b), the Distributor will immediately notify
the Producer in writing and request the Producer to issue a direction
under Clause 12.1.

(b) The Producer will not be obliged to issue any such direction.

12.3 If Producer is Unable to Rectify the Product

If the Producer is unable to rectify the Product within the
Suspension Period, such inability will constitute a
Termination Event and the provisions of Clauses 15.5 and 15.7
will apply.

12.4 If Producer is Able to Rectify the Product

If the Producer is able to rectify the Product within the Suspension
Period (or any extension thereof agreed by the parties) the
Distributor must resume distribution of the Product.

13. Clearance by Censor

13.1 Submission to Censor

(a) If the Producer has not already arranged a censorship
classification for the Product, the Distributor will, as soon as
practicable, submit a copy of the Product to the duly constituted
censorship authorities if the Product is one which requires
classification.

(b) Any costs incurred by the Distributor in submitting the
Product for classification and obtaining such classification are
to be paid by the Distributor.

13.2 No Alterations without Producer’s consent

If the censorship authorities require any alterations to be made
to the Product before permitting the Product to be distributed
through the Service, the Distributor will not make any such
alterations until the consent of the Producer has been obtained
which consent may be withheld in its absolute discretion.

13.3 Termination if the Producer Does Not Consent to the Alterations

If the Producer does not consent to the alterations referred to
in Clause 13.2, such an event will constitute a Termination Event
and the provisions of Clauses 15.5 and 15.7 will apply.

14. Confidentiality

14.1 Confidential Information

The Distributor acknowledges that the Distributor, its employees
or agents, may be given access to Confidential Information of the
Producer in the course of negotiating or performing this Agreement.

14.2 No Disclosure

The Distributor will keep the Confidential Information confidential
and will not disclose it to any third party or use it otherwise than:

(a) for the purposes of this Agreement;

(b) as authorized in writing by the Producer;

(c) as required by any law, judicial body or governmental agency; or

(d) by way of disclosure to its professional advisors who have
agreed to keep the Confidential Information confidential.

14.3 No Unauthorized Copying

The Distributor will not copy any document containing Confidential
Information except as necessary to perform this Agreement.

14.4 Return of Materials

On termination of this Agreement, the Distributor will return all
documents or copies of documents containing information which is,
at the date of termination, Confidential Information to the Producer.

14.5 Responsibility for Employees, Agents etc

The Distributor will ensure that its employees, agents, contractors
and other Persons within its control comply with this Clause 14.

15. Term and Termination

15.1 Initial Term

This Agreement commences on the date of this Agreement and continues
for the Initial Term unless terminated under the terms of this
Agreement, including without limitation under Clause 15.2.

15.2 Notice to Terminate Initial Term

This Agreement will terminate at the expiry of the Initial Term
provided that one party gives notice of termination to the other
not less than ninety (90) days before the expiry of the Initial Term.

15.3 Automatic Renewal

This Agreement will continue indefinitely on the same terms and
conditions after the expiry of the Initial Term unless and until
one party gives the other party at least ninety (90) days prior
written notice that it wishes to terminate this Agreement if no
notice is given under Clause 15.2.

15.4 Termination for Breach

(a) If the Distributor is in breach of this Agreement, the
Producer may give the Distributor a notice:

(1) specifying the breach; and

(2) requiring that party to rectify the breach within
10 Business Days of the date the party received the notice.

(b) The Producer may terminate the Agreement if after the expiry
of the notice the Distributor has not rectified the breach
specified in the notice.

15.5 Immediate Termination

This Agreement may be terminated by the Producer immediately by
notice to the Distributor if a Termination Event occurs.

15.6 Accrued Rights

The termination of this Agreement is without prejudice to any
rights which have accrued to a party before the date of termination.

15.7 Termination under Certain Clauses

In the event of a termination of this Agreement under Clauses
3.2, 6.5, 8.5, 12.3 and 13.3, the Distributor will be entitled to
be paid by the Producer an amount which is equal to the costs
incurred by the Distributor (including costs incurred to third
parties) in fulfilling its obligations under this Agreement less
the amount of all Gross Receipts (if any) received or accrued up
to the date of termination after the deduction for the Distributor’s
Commission. The Distributor will on request by the Producer furnish
to the Producer any and all documents necessary to verify its
calculation of such costs.

16. Relationship of the Parties

16.1 No Partnership

This Agreement does not create any partnership, joint venture or
agency relationship between the parties.

16.2 No Representations of Authority

The Distributor may not enter into any agreements or incur any
liabilities on behalf of the Producer without the Producer’s prior
written consent and may not represent to any person that it has any
authority to do so.

17. Publicity

The parties will not make any public announcement or make any
representation to any media representative about:

(a) this Agreement;

(b) the performance of this Agreement by any party;

(c) any matter related to this Agreement; or

(d) any other party,

without the prior written consent of each of the other parties
to this Agreement.

18. Insurance

18.1 Distributor to Take Out Insurance

The Distributor will take out and maintain the insurance policies
set out in Item 11 of the Schedule.

18.2 Producer’s Interest

The Distributor will cause the Producer’s insurable interest
(if applicable) to be noted on any policy of insurance taken out
under this Clause.

18.3 Delivery of copies

The Distributor will deliver copies of such policies or proof of
their currency to the Producer as soon as practicable and in any
event within twenty-eight (28) Business Days after the execution
of this Agreement.

18.4 Claims

The insurance policies will:

(a) name the Producer and the Distributor as co-insured;

(b) include a clause enabling one insured person to claim against
the insurer where another insured person would have been entitled
to claim against the insurer, but is precluded from doing so for
any reasons, including but not limited to, a breach of the policy
by that other insured person; and

(c) include a cross liability clause enabling one insured person
to claim against the insurer even if the party making the claim
against the insured person is also insured under the policy.

19. Notices

19.1 Legibility

A notice under this Agreement will be in legible writing and in
English addressed to the party concerned at that party’s address.

19.2 Address

For the purpose of the notice under Clause 19.1, a party’s address
is the address specified at the commencement of this Agreement or
as notified to each other party.

19.3 How a Notice May Be Served

A notice may be served by giving it to the other party personally,
by posting it by security post or by faxing it.

19.4 When a Notice is Received by Post

If the notice is posted by security post it is deemed to be received
by the receiving party two (2) Business Days after posting.

19.5 When a Notice is Received by Fax

If the notice is faxed it is deemed to be received by the receiving
party when the completed transmission report is received, unless:

(a) the sending party’s machine indicates a malfunction in
transmission or, the receiving party within a reasonable time and
in any event no later than two (2) Business Days, informs the sending
party of an incomplete transmission; or

(c) the transmission is completed outside Business Hours at the
receiver’s address in which case the notice is regarded as received
at the commencement of business on the following Business Day in
that place.

20. Enforceability

20.1 Ineffectiveness

Any Clause or part a of Clause of this Agreement which is Ineffective
in any jurisdiction is Ineffective only to that extent in that
jurisdiction.

20.2 Severance of Ineffective Parts

Where any Clause or part of that Clause is Ineffective it may
be severed without affecting any other part of this Agreement.

21. Waiver

21.1 No Waiver Except by Notice in Writing

No right under this Agreement is waived or deemed to be waived
except by notice in writing signed by the party waiving the right.

21.2 No Waiver of Subsequent Breaches

A waiver by one party under Clause 21.1 does not prejudice its
rights in respect of any subsequent breach of this Agreement by
the other party.

21.3 No Waiver by Extension or Forbearance

A party does not waive its rights under this Agreement because
it grants an extension or forbearance to the other party.

22. Variation

A variation of this Agreement will be in writing and signed
by each of the parties.

23. Assignment

The Producer may assign its rights under this Agreement without
the consent of the Distributor. The Distributor may not assign
its rights or obligations under this Agreement without the prior
written consent of the Producer, otherwise than to a Related Body
Corporate of the Distributor.

24. Any Further Steps

Each party will do all things and execute all further documents
necessary to give full effect to this Agreement.

25. Entire Agreement

This Agreement supersedes all previous agreements in respect of its
subject matter and embodies the entire agreement between the parties.

26. Counterparts

This Agreement may be executed in any number of counterparts.

27. Survival

The terms of this Agreement survive its termination to the extent
permitted by law.

28. Legal Advice

Each party acknowledges that in relation to this Agreement it has
received legal advice or has had the opportunity of obtaining legal
advice.

29. Costs, Stamp Duty and Other Taxes

29.1 Costs

Each party will bear its own costs and expenses in relation to the
negotiation, preparation, execution, delivery and completion of
this Agreement and any other related documentation.

29.2 Stamp Duty and Taxes

The Producer will pay all stamp duty, taxes and other governmental
charges payable or assessed on this Agreement and any other
related documentation.

30. Governing Law and Jurisdiction

30.1 Governing Law

This Agreement is governed by the laws of the State or Territory
set out in Item 12 of the Schedule.

30.2 Jurisdiction

The parties irrevocably submit to the non-exclusive jurisdiction
of the courts of the State or Territory set out in Item 12 of the Schedule.

31. Definitions and Interpretation

31.1 Definitions

In this Agreement unless a contrary intention appears:

“Business Day” means a day on which the Commonwealth Bank of
Australia is open for business in the place set out in item 12
of the Schedule.

“Business Hours” means from 9.00 am to 5.00 pm on a Business Day.

“Calendar Quarter” means successive periods of 3 months ending
March 31th, June 30th, September 30th and December 31st and
any part thereof.

“Confidential Information” means all trade secrets, ideas,
know-how, concepts and information whether in writing or otherwise
relating in any way to:

(a) either party, their sub-licensees, agents, employees or End Users;

(b) the Product;

(c) Intellectual Property Rights, the Delivery Materials or the
Marketing Plan;

(d) affairs or businesses, sales, marketing or promotional information;

(e) the terms of this Agreement; or

(f) the Producer’s Royalty payable under this Agreement,

but does not include information that:

(g) is, or becomes part of, the public domain otherwise than by
breach of this Agreement by either party;

(h) is lawfully obtained by either party from another person
without any restriction as to use and disclosure; or

(i) was in either party’s possession prior to disclosure to it
by the other party.

“Delivery Date” means the date the Delivery Materials will be
delivered to the Distributor as set out in Item 4 of the Schedule.

“Delivery Materials” means the materials that will be delivered
to the Distributor so that the Distributor can distribute the
Product as specified in Item 5 of the Schedule.

“Delivery Requirements” means the manner in which the Delivery
Materials are to be delivered to, or otherwise accessed by, the
Distributor as set out in Item 6 of the Schedule.

“Delivery Mode” means the mode of delivery of the Product as set
out in Item 2 of the Schedule.

“End User” means a Subscriber who accesses the Product for end use.

“Force Majeure Event” means:

(a) any act of God;

(b) any outbreak or escalation of hostilities (whether or not war
has been declared) or any other unlawful act against public order
or authority;

(c) any industrial dispute;

(d) any governmental restraint; or

(e) any other event which is not within the reasonable control
of the parties.

“Gross Receipts” means the total of all sums paid to, or payable to,
the Distributor from the distribution of the Product without
deduction or set off of any kind.

“Initial Term” means the initial term of this Agreement as set out
in Item 10 of the Schedule.

“Ineffective” means void, illegal or unenforceable.

“Insolvency Event” means, in relation to a party:

(a) a receiver, receiver and manager, trustee, administrator, other
controller (as defined in the Corporations Law) or similar official
is appointed over any of the assets or undertaking of the other party;

(b) the party suspends payment of its debts generally;

(c) the party is or becomes unable to pay its debts when they are
due or is or becomes unable to pay its debts or is presumed to be
insolvent within the meaning of the Corporations Law;

(d) the party enters into or resolves to enter into any arrangement,
composition or compromise with, or assignment for the benefit of,
its creditors or any class of them;

(e) the party ceases to carry on business or threatens to cease to
carry on business;

(f) a resolution is passed or any steps are taken to appoint, or to
pass a resolution to appoint, an administrator; or

(g) an application or order is made for the winding up or dissolution
of the other party, or a resolution is passed or any steps are taken
to pass a resolution for the winding up or dissolution of the other
party, otherwise than for the purpose of an amalgamation or
reconstruction that has the prior written consent of the first party.

“Intellectual Property Rights” means any and all intellectual and
industrial protection rights throughout the world including rights
in respect of or in connection with:

(a) any Confidential Information;

(b) copyright (including future copyright and rights in the nature
of or analogous to copyright);

(c) performers protection;

(d) Moral Rights;

(e) inventions (including patents);

(f) trade marks, service marks; and

(g) designs, circuit layouts,

whether or not now existing, and whether or not registered or
registrable and includes any right to apply for the registration of
such rights and includes all renewals and extensions.

“License Terms” means the license detailed in Annexure A.

“Marketing Plan” means the marketing plan specifying the publicity,
advertising and marketing strategies of the Product in the
Territory together with associated costs as detailed in Annexure B.

“Minimum Guarantee” means the minimum dollar amount specified in
Item 7 of the Schedule which the Distributor will pay to the Producer
pursuant to Clause 6.4 in respect of the relevant Calendar Quarter.

“Moral Rights” means moral rights, rights of integrity, rights of
attribution and other rights of an analogous nature which may now
exist or which may exist in the future in respect of the Product
or Underlying Materials.

“Online Service” means any service for carrying or transmitting
data and/or communications by means of guided or unguided
electromagnetic energy or both.

“Producer’s Royalty” means the royalty as set out in Item 8
of the Schedule.

“Product” means the product set out in Item 1 of the Schedule.

“Related Body Corporate” means, in relation to any party, a body
corporate related to that party under section 50 of the Corporations Law.

“Release Date” means the date set out in Item 3 of the Schedule.

“Service” means the online Service operated by the Distributor.

“Subscriber” means a person who is a subscriber to or recipient
of the Service.

“Term” means the term of this Agreement as determined in accordance
with Clauses 15.1, 15.2 and 15.3.

“Termination Event” means:

(a) an Insolvency Event;

(b) a warranty in Clause 8 made by the other party proving to have
been false, icncorrect or misleading when made;

(c) events specified in Clauses 3.2, 6.5, 8.5, 12.3 and 13.3; or

(d) a Force Majeure Event continues for more than 28 Business Days.

“Territory” means the territory specified in Item 13 of the Schedule.

“Trade Mark” means the trade mark set out in Item 1(e) of the Schedule
(whether or not the trade mark is now existing, and whether or not
it is registered or registrable).

“Underlying Materials” means all materials embodied in the Product,
including but not limited to, sound recordings, musical works, literary
works (including software), artistic works, cinematograph films,
photographs, patents, designs and trade marks.

31.2 Interpretation

In this Agreement:

(a) headings and underlinings are for convenience only and do not
affect the interpretation of this Agreement;

(b) explanatory comments do not form part of this Agreement and
are not legally binding;

(c) a reference to this Agreement includes an Annexure, Exhibit
or Schedule to this Agreement;

(d) a provision of this Agreement will not be interpreted against a
party just because that party prepared the provision;

(e) a word or expression in the singular include the plural, and the
other way around;

(f) words importing a gender include any gender;

(g) other parts of speech and grammatical forms of a word or phrase
defined in this Agreement have a corresponding meaning;

(h) a reference to a statute includes an amendment or re-enactment
to that legislation and includes subordinate legislation in force under it;

(i) a reference to a document includes an amendment or supplement to,
or replacement or novation of, that document;

(j) a reference to a party to this or any other agreement includes
that party’s successor and permitted assign;

(k) a reference to an agreement other than this Agreement includes
an undertaking, agreement or legally enforceable arrangement or
understanding whether or not in writing;

(l) a reference to a Clause, a Schedule, or an Annexure is a reference
to a clause, a schedule or an annexure to this Agreement;

(m) a reference to a Clause includes a reference to a sub-Clause; and

(n) a reference to a person or words denoting a person includes a
company, statutory corporation, partnership, joint venture,
association, board, government or semi-government agency or authority
and that person’s successors and legal personal representative.

Executed as an Agreement by the parties

Signed for and on behalf of the Distributor

By (name) _______________________

(title) _______________________

who warrants by his or her signing

that he or she has authority

to sign the Agreement.

in the presence of

Witness _______________________

Name of Witness _______________________

please print

Signed for and on behalf of the Producer

By (name) _______________________

(title) _______________________

who warrants by his or her signing

that he or she has authority

to sign the Agreement.

in the presence of

Witness _______________________

Name of Witness _______________________

please print

SCHEDULE

Item 1 - Product (Clause 1)

(a) (title)

(b) (duration)

(c) (content)

(d) (function)

(e) (Trade Mark)

Item 2 - Delivery Mode (Clause 1)

Item 3 - Release Date (Clause 2):

Item 4 - Delivery Date (Clause 3)

Item 5 - Delivery Materials (Clause 3)

Item 6 - Delivery Requirements (Clause 3)

Item 7 - Minimum Guarantee (Clause 6)

Item 8 - Producer’s Royalty (Clause 6): ____% of the Gross Receipts

Item 9 - Liability Limit (Clause 10.4)

Item 10 - Initial Term (Clauses 15.1 and 15.2)

Item 11 - Insurance Policies (Clause 18)

1. Type:

Insurer:

Costs:

2. Type:

Insurer:

Costs:

Item 12 - Agreement is governed by the laws of the State or Territory: (Clause 30)

Item 13 - Territory (Clause 2)

ANNEXURE A

License Terms

VARIABLES

#1# Name of the Product

#2# Name of the owner of the Product

#1# License Terms

License: #1# (comprising software, data and documentation) is provided
to you on the basis of a non-exclusive and non-transferable license
for your own personal use only on a single computer accessible by only
one user at a time. The license commences on payment of the license fee
and continues perpetually unless terminated by notice from #2# if you
breach these license Terms or become subject to any form of insolvency
administration.

License restrictions: You will not sell, loan, rent, transfer or
sub-license #1# or your rights under these License Terms without the
prior written consent of #2#. You will not use #1# for any third party’s
benefit by way of a service bureau or otherwise. You will not allow
access to #1# by multiple users at any one time through networking
arrangements or otherwise. You will not use #1# other than for your
own personal use.

To protect #2#’s intellectual property rights in #1# you will not, and
will not allow or cause a third party, to decompile, disassemble, reverse
engineer, copy or modify #1# or use the whole or any part of #1# to assist
in the development of a similar or competitive product or otherwise
use #1# except as provided in these #1# License Terms.

You may make one copy of #1# for backup or archival purposes. You will take
appropriate measures to prevent unauthorized use or access to #1#.

Liability: To the extent permitted by law, #2# excludes all warranties
and representations relating to #1#. Nothing in these License Terms will
exclude, restrict or modify any condition, warranty, right or remedy
implied or imposed by any statute or regulation to the extent that it
cannot be lawfully excluded, restricted or modified. If any condition or
warranty is implied into this license under a statute or regulation and
cannot be excluded, the liability of #2# for a breach of the condition or
warranty will be limited to the replacement of the product or the supply of
the services again. Except to that extent, #2# will not be liable in
contract or in tort (including negligence) or otherwise for any loss or
damage (including indirect or consequential loss or damage) however caused,
which may be suffered, or incurred or which may arise directly or indirectly
in respect of the use of, or inability to use, #1#.

ANNEXURE B

Marketing Plan

Distribution Agreement

between

[ ]

(”Producer”)

and

[ ]

(”Distributor”)

Tags: ,

Try Google Search to find what you are looking for!

Here is some random sample letters.