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Agreement [Addendum No. 2] - American Society for Psychoprophylaxis In Obstetrics Inc. (ASPO/Lamaze) and Lifetime Institute for Family Education Inc.

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               SECOND ADDENDUM TO AN AGREEMENT BETWEEN ASPO/LAMAZE
                     AND MEDICAL COMMUNICATIONS CORPORATION


         This Second Addendum is entered into between the American Society for
Psychoprophylaxis in Obstetrics, Inc. ("ASPO/Lamaze") and Lifetime Institute for
Family Education, Inc. ("Life"), a successor in interest to Medical
Communications Corporation ("MCC").

         WHEREAS, ASPO/Lamaze and MCC, a predecessor to Life, entered into an
October 18, 1989 Agreement between ASPO/Lamaze and Medical Communications
Corporation (the "Agreement"), and such Agreement was amended by an August 2,
1990 Loan/Activity Agreement between ASPO/Lamaze and Life and by a December,
1992 Addendum to an Agreement between ASPO/Lamaze and Medical Communications
Corporation; and

         WHEREAS, ASPO/Lamaze and Life intend to further amend the Agreement to
cover the development of a TV Program as described herein;

         NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree to further amend the Agreement to add
additional Sections 32 and 33 which read as follows:

32. TV Program. Life shall develop an educational television program, or a
series of such programs, concerning pregnancy, childbirth, baby care and related
topics (the "TV Program"), and ASPO/Lamaze shall provide educational
consultation and goodwill to Life for the development and marketing of such TV
Program as described herein.

          a.   Sections 6, 8, 9, 12(a-h), 13(a-c), 14, 15, 17, 18, 19, 20(b&c)
               (as amended by the December, 1992 Addendum to an Agreement
               between ASPO/Lamaze and Medical Communications Corporation), and
               24 hereinabove shall apply in the same manner to the TV Program
               as they are applied to the videos, recognizing that in the case
               of the TV Program the ASPO/Lamaze name, goodwill and use of
               copyright is licensed under the Section 9 for the general support
               of the Program (as opposed to for distribution through
               ASPO/Lamaze instructors) and that in the case of the TV Program
               the two percent (2%) royalty under Section 20(b), as amended, and
               the four percent (4%) educational consulting fee under Section
               20(c), as amended, is to be based upon Gross Revenue received by
               or for the account of Life for advertising made in connection
               with such TV Programs.

          b.   This Section 32 shall continue through December 31, 1997, as long
               as both parties materially perform their obligations hereunder.
               However, in the event of any expiration or termination of this
               Section 32, royalties and educational consulting fees under
               Section 20 shall still be owed by Life for any advertising fees
               received by or for the account of Life (even if after December
               31, 1997) for advertising made in connection with TV Programs
               developed under this Section 32.


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          c.   As is the case with the videos, ASPO/Lamaze's approval of any
               advertiser's participation in the TV Program shall not constitute
               ASPO/Lamaze's endorsement of the product or service being
               advertised, and neither Life nor any advertiser may imply to the
               public that ASPO/Lamaze has endorsed such a product or service.

          d.   For the term of this Section 32, Life shall have the exclusive
               right to produce and distribute TV programs of the nature covered
               by this Agreement in connection with ASPO/Lamaze. This
               exclusivity covers all TV programming where the ASPO/Lamaze name
               will be used in conjunction with ad sales, but does not impede
               ASPO/Lamaze's ability to be a participant in programming where
               ASPO/Lamaze is not central to marketing of the program. For the
               term of this Section 32, ASPO/Lamaze shall have the exclusive
               right to provide and distribute TV Programs of the nature covered
               by this Agreement in connection with Life.

          e.   It is understood that each of the TV Programs will, unless
               otherwise dictated by ASPO/Lamaze:

               i)   Bear ASPO/Lamaze identification in the form of head and end
                    title credits; and

               ii)  include a special message from ASPO/Lamaze.

33. Fair Allocation. Where an advertiser has placed advertising in the TV
Program and also in Lamaze Parents Magazine, a video/cassette under this
Agreement, or any other publication or video through Life; Life shall make a
fair and reasonable allocation of revenue received from such advertiser between
the various advertising vehicles.

         IN WITNESS WHEREOF, the undersigned have executed this Second Addendum
intending to be bound thereby effective April 16, 1993 forward.


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                                       AMERICAN SOCIETY FOR PSYCHOPROPHYLAXIS
                                         AND OBSTETRICS, INC.

Date:      April 22, 1993              By:    [illegible]
      ------------------------             ----------------------------------

                                           Title:  President
                                                  ---------------------------


                                       LIFETIME INSTITUTE FOR FAMILY
                                         EDUCATION, INC. (Successor in
                                         interest to Medical Communications
                                         Corporation)

Date:      April 16, 1993              By:  /s/  Judith A. Lothian
      ------------------------             ----------------------------------

                                           Title:   President
                                                  ---------------------------

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