Term Sheet - busybox.com inc. and M2 Software Equity LLC
TERM SHEET
FOR
BUSYBOX.COM INC. -- M2 SOFTWARE EQUITY
DISTRIBUTION AGREEMENT
JANUARY 7, 2000
1. This Term Sheet is intended to provide guidance in preparation of a
definitive distribution agreement between the parties. Subject to
execution of the final agreement, the terms of this Term Sheet shall be
binding upon the parties. All disputes between the parties arising from
this Term Sheet shall be finally decided through binding arbitration.
2. m2 shall provide distribution for BB content through m2's multiple
royalty free distribution channels including but not limited to Dynamic
Graphics Corbis, Digital Vision, 24-7-footage.com, The Video Library,
Eyewire, AVID Education Centers, AVID Resellers, Islip Media, Hot Shots,
Cool Cuts, Media 100 Platinum Resellers, Film & Video Stock Shots.
3. m2 shall pay 20% of the gross distributed sale (excluding 24-7
footage.com) for BB content payable upon 30 days after the close of each
month. m2 shall provide from its distributors, monthly reports showing
the gross sales of BB content.
4. m2 shall pay 40% of the gross distributed sale for BB center for 24-7
footage.com
5. m2 shall provide video clips to distribute through the Reelstock web
site. BB shall pay m2 20% of the gross sale for m2 content, payable upon
30 days after the close of each month. If BB utilizes m2 footage in
distribution outside of the Reelstock website, m2 shall receive 20% of
the gross sale from the distributor, BB shall provide from its
distributors, monthly reports showing the gross sale of m2 content.
6. BB shall provide m2 the video clips of their choice on D-1 or digibeta
formats, m2 will digitize the clips in the format necessary for
mastering for the distributors.
7. m2 shall provide BB the video clips of their choice on D-1 or digibeta
formats necessary for placing the clips on the BB web site.
8. m2 and BB and its production partners confirm that they are the solo
owner of the rights to the original substantive materials, with the
exception of footage gathered from public domain, and that it will
warrant and defend its exclusive ownership and protect each party
against any claim of any other person, firm or organization of said
rights worldwide. m2 will provide a warranty that indicates all content
is registered intellectual property of m2 and its production partners.
9. M2's anticipated list prices for the titles in catalogs, distribution
channel and the individual clips are as follows:
- Foreground Category (CD Rom) - $499
- Beta SP $599
- By the Clip $399
10. m2 and BB agree that the End User License Agreement (or "EULA") for all
M2 or BB clip or CD titles grant to the user a world wide perpetual
license for the Video Clips (provided that each party has met the
contractual requirements once the product is sold) All rights, titles and
interest, including copyright and all other intellectual property rights
in and to the M2 video clips shall remain in m2. All rights, titles and
interest, including copyright and all other intellectual property rights
in and to the BB video clips shall remain in BB.
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11. m2 and BB will provide the proper indemnification and E & O insurance
policies to satisfy the contract requirements. The specific indemnification
requirements will be included in the definitive agreement.
12. BB shall review their current footage resources and future footage
acquisition plans and submit a plan to fulfill at BB option (based on
acceptable footage) the following general categories:
Active Seniors Senior Executives Time Lapse-City Junior Executives
Family Life Active Children Domestic Animals Business on the Move
Home & Garden Aerials Golf Emergency
Disasters Office Loans Architectural Icons Engineering Icons
Factory at Work Business Situations (4) Glamour Gaming
Medical (4) Computer Technology Conventions Romantic Moments
Body Beautiful Beauty and Health Couples Archival 60's
Archival 70's Archival 80's Archival Technology WW 1
WW2 Archival Sports Archival Communications
These titles will be filled in January, February and March.
BB shall review their current footage resources and future footage
acquisition plans and submit a plan to fulfill at BB option (based on
acceptable footage) the following categories:
Anytown USA 1&2 City Facades City Life Exotic Locations
The Great Outdoors Intriguing Locations Rest & Relaxation Travel & Leisure 1 & 2
Urban Sprawl Active Lifestyles Archives: 1900's Faces of the Century
Business 1 & 2 Digital FX Face of Industry 1 & 2 Fast Forward
Transportation 1 & 2 Clouds & Skies Exploring Space Natural Textures
Natures Backdrops Natures Creatures Planetary Movements Scenic Water
Under the Sea Water Reflections
These titles will need to be filled by May 1, 2000.
The plan to fulfill any of the above categories would need to be submitted no
later than Feb. 4, 2000. After Feb 4, 2000, m2 shall fill the orders from
current resources as well as pending negotiated contracts.
Confirmation of Terms Accepted
/s/ /s/
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BusyBox.com, Inc. m2 Software Equity LLC