Distribution Agreement - International Circulation Distributors/The Hearst Corp. and Wired USA
AGREEMENT
AGREEMENT, entered into this 5th day of November 1992 between
INTERNATIONAL CIRCULATION DISTRIBUTORS - THE HEARST CORPORATION, a Delaware
corporation, having its principal office at 959 Eighth Avenue, New York, New
York 10019 (hereinafter referred to as "ICD") and WIRED U.S.A., having its
principal place of business at 544 Second Street, San Francisco, California
94107-1427 (hereinafter referred to as "PUBLISHER").
WITNESSETH
In consideration of the mutual covenants and agreements set forth
herein, the parties agree as follows:
FIRST: DEFINITIONS. As used in this Agreement, the following terms
shall have the following meanings:
(a) "TERM" shall have the meanings set forth in item Third
below.
(b) "SPECIAL INTEREST PUBLICATION(S)" shall mean PUBLISHER'S
magazines released less frequently than six times per year.
(c) "PUBLICATION(S)" shall mean all publications, including
Special Interest Publications, listed on the attached Schedule A; and all
subsequent newsstand publications published by PUBLISHER.
(d) "WHOLESALERS" are certain wholesale and/or retail dealers
who distribute magazines and paperback books in certain defined market areas.
(e) "ON-SALE DATE" shall mean the date each issue of the
Publication(s) is placed for initial sale at retail outlets.
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(f) "OFF-SALE DATE" shall mean the date PUBLISHER and ICD
agree for recall of issues of the Publication(s) from sale at retail outlets.
(g) "TERRITORY" shall mean the United States, its territories
and possessions and Canada, excluding non-Wholesaler or non-Eastern News
Distributors, Inc. serviced computer store outlets.
(h) "COVER PRICE" shall mean the suggested retail selling
price of the Publication(s) specified on the cover of each copy thereof, as the
same may be increased or decreased during the Term of this Agreement.
(i) "ICD COMMISSION" shall mean * of the Cover Price per net
copy sold, per each twelve (12) month period, until brokerage fees reach *.
"ICD Commission" shall mean * of the Cover Price per net copy sold,
above * in brokerage fees, per each twelve (12) month period.
Should brokerage fees reach * in a given contract year, ICD
Commissions shall be based on * of the Cover Price per net copy sold, above * in
brokerage fees, per each twelve (12) month period.
Brokerage rate will be based on * of the Cover Price, on all copies
sold within each twelve (12) month period for the term of the contract.
Once sales for the last issue in each twelve (12) month period have
been finalized, adjustments will be made to determine monies due to PUBLISHER,
if any, based upon * of Cover Price on any copies sold above *
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* Confidential Treatment Requested
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* in brokerage fees accrued; and * of Cover Price on any copies sold above * in
brokerage fees accrued.
A minimum brokerage guarantee to ICD of * will be paid to ICD for the
first contract year. Any difference below the minimum guarantee is payable at
one hundred and twenty (120) days after the Off-Sale Date of the last issue of
the first contract year.
(j) "WHOLESALER DISCOUNT" shall mean the discount off the
Cover Price at which PUBLISHER authorizes ICD to grant Wholesalers for copies of
the Publication(s).
(k) "SHIPPERS COMPLETION NOTICE" shall mean a written notice
delivered to ICD and executed by the Shipper of the Publication(s), specifying
both the number of copies of each issue of the Publication(s) shipped to
Wholesalers in accordance with ICD and PUBLISHER'S instructions and the date of
completion of such shipping.
(l) "NET SALES" shall mean with respect to each issue of the
Publication(s), the number of copies of the Publication(s) specified in each
Shipper's Completion Notice (as such number may be modified by additional
information furnished by the Shipper or PUBLISHER) less the number of copies of
that issue of the Publication(s) returned to ICD or lost or damaged in shipment.
(m) "FINAL BILLINGS" shall mean the Cover Price, less the
Wholesaler Discount, less ICD's Commission, multiplied by the Net Sales.
(n) "GROSS BILLINGS" shall mean the Cover Price, less the
Wholesaler Discount, multiplied by the number of copies of the Publication(s)
specified on the Shipper's Completion Notice.
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* Confidential Treatment Requested
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SECOND: RIGHTS GRANTED. PUBLISHER hereby constitutes and appoints ICD
as its Agent for the distribution and sale of all copies of the Publication(s)
intended for resale through Wholesalers throughout the Territory for the Term of
this Agreement.
THIRD: TERM. The grant of rights by PUBLISHER to ICD shall be effective
as of the date hereof and the Term of this Agreement shall continue for a period
of three (3) years, commencing with the On-Sale Date of the February 1993 issue
of the Publication(s) and concluding with the completion of distribution of the
December 1995 issue of the Publication(s).
The Term shall be automatically extended for successive periods of
three (3) years upon the same terms and conditions. Either party may terminate
this Agreement upon the expiration of the original Term or any renewal Term by
written notice specifying the On-Sale Date of the last issue of the
Publication(s) to be distributed hereunder, which notice shall be received not
less than ninety (90) days prior to the expiration of the then-current Term.
If, however, PUBLISHER should finally discontinue publishing or
distribution on newsstand of said Publication(s), then PUBLISHER may terminate
this Agreement by giving ICD sixty (60) days written notice of termination.
PAYMENT WITHHELD. If PUBLISHER shall terminate this Agreement or
suspend or discontinue publication, ICD shall be entitled to withhold any and
all payments due hereunder to PUBLISHER on or after notice of termination hereof
until the return of all unsold copies of the Publication(s) from Wholesalers.
Such withholding shall not be for more than one hundred eighty (180) days after
the Off-Sale Date of the last Publication(s) distributed hereunder in the U.S.
and Canada.
All monies withheld by ICD under this paragraph shall be in addition to
whatever other monies are due to it under any other provision of this Agreement.
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FOURTH: PUBLISHER AGREEMENT. The PUBLISHER agrees that:
(a) SHIPMENT. Upon receipt from ICD of the shipping labels or
galley tapes of Wholesalers to whom copies of the Publication(s) are to be
shipped and ICD's recommendation as to the number of copies to be shipped to
each, such number being subject to reasonable consent of PUBLISHER, PUBLISHER
shall ship such number directly to each listed Wholesaler. PUBLISHER shall ship
copies of each issue, in good condition, far enough in advance of the respective
On-Sale Dates to enable distribution to and by Wholesalers by the On-Sale Dates.
PUBLISHER shall pay all transportation charges relating to the shipment of the
Publication(s) to Wholesalers throughout the Territory, including import and
other duties and reshipping expenses.
(b) TITLE TO COPIES. Title to copies of the Publication(s)
delivered hereunder shall remain in PUBLISHER until said copies reach their
respective place or places of destination. Upon reaching such place or places of
destination, title to said copies shall vest in the Wholesalers to whom said
copies have been delivered.
(c) RISK OF LOSS. ICD may deduct from payments due PUBLISHER,
as provided in item TENTH hereof, amounts attributable to copies of the
Publication(s) lost or damaged in shipment to Wholesalers.
PUBLISHER shall bear the risk of loss for all copies of the
Publication(s) until they are received by Wholesalers and during any time they
are being returned or reshipped at PUBLISHER'S instructions.
(d) PUBLICATION. PUBLISHER will regularly publish each issue
of the Publication(s) covered by this Agreement, during the Term and any renewal
Term in
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substantially the same size, quality of paper and reproduction, and similar
editorial content and covers as previous issues.
If PUBLISHER desires to change the frequency of publishing issues of
any Publication(s) or to suspend or discontinue any one or more of the
Publication(s), it shall notify ICD not less than sixty (60) days prior to the
scheduled shipping date of such issue. If PUBLISHER fails to so notify ICD,
PUBLISHER shall pay ICD all costs and expenses which ICD or Wholesalers may
actually suffer or incur by reason thereof.
(e) ICD CUSTOMER BILLING. Prices to be paid by Wholesalers
shall be determined, in accordance with, among other things, industry and/or
competitive considerations, by PUBLISHER. It is hereby agreed that the
Wholesaler price(s) shall be collected by, and paid to ICD, exclusively.
FIFTH: STATUS OF ICD. In no event shall ICD be obligated to segregate
from any of its other funds any of the sums which may be paid to ICD by
Wholesalers, nor shall ICD be considered a trustee, pledgeholder or fiduciary of
PUBLISHER. PUBLISHER acknowledges that all monies paid by, or due and owing from
Wholesalers for copies of the Publication(s) not returned to ICD are, and at all
times shall be and remain, the sole property of ICD; it being mutually agreed
that anything in this Agreement to the contrary notwithstanding, for the
purposes of dealing with proceeds of distribution of the Publication, (i) the
relationship between PUBLISHER and ICD is that of creditor and debtor and (ii)
that ICD shall have the exclusive right to bill Wholesalers for such monies and
to demand payment and institute legal proceedings for accounting for and the
collection of such monies.
SIXTH: RETAIL DISPLAY ALLOWANCES. ICD shall process applications for
retail or checkout display allowance ("RDA") contracts and perform the work of
receiving and collating
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information from retail magazine dealers and issuing payments to them on behalf
of PUBLISHER for amounts due to them under PUBLISHER'S RDA programs in reference
to the Publication(s) previously authorized by PUBLISHER in writing for each
retail account. PUBLISHER shall designate which Publication(s) and for what time
period such RDA shall apply. RDA payment to such dealers shall be charged to the
PUBLISHER'S account.
SEVENTH: STATUS OF WHOLESALERS.
(a) CREDIT TO WHOLESALERS. ICD may extend such credit to
Wholesalers and may take such collection measures, including stopping or holding
up shipments as it may deem advisable with respect to delinquent accounts. ICD
shall bear any losses from uncollectible accounts due ICD from Wholesalers and
any legal fees or other costs or expenses incurred by ICD in respect of the
Publication(s) for collection or attempted collection in the aggregate
("Uncollectible Sums"). If ICD notifies PUBLISHER at least fifteen (15) days
prior to shipment to hold shipments to a specified wholesaler or other
Wholesaler and PUBLISHER nevertheless permits such shipments, PUBLISHER shall
bear all resulting losses of Uncollectible Sums. Such Uncollectible Sums shall
be charged against the account of PUBLISHER or recovered by ICD pursuant to item
TENTH and ICD shall not be required to institute any legal action to effect
collection.
(b) EVENTFUL DESTRUCTION OF COPIES. In the event of
destruction of copies of the Publication(s) through force majeure after delivery
to any Wholesaler(s), ICD may, in its sole discretion, settle the Net Sale of
the Publication(s) with any Wholesaler(s) and PUBLISHER will accept the same for
purposes of credit, payment and commission.
(c) WHOLESALER'S BUSINESS TERMINATION. In the event that any
Wholesaler's business:
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(a) is dissolved or terminated;
(b) is adjudicated a bankruptcy after the filing of a
petition for voluntary or involuntary bankruptcy;
or
(c) is reorganized or conducted by a composition of
creditors under the Federal Bankruptcy Act;
PUBLISHER shall be entitled to receive payment amounting to no more
than an amount equal to that which PUBLISHER would have received pursuant to the
provisions of Paragraph FOURTH hereof, as if the Publication(s) had been
distributed and sold hereunder. In determining what "the PUBLISHER would have
received pursuant to the provisions of Paragraph FOURTH hereof as if the
Publication(s) had been distributed and sold hereunder", it is agreed that the
average number of returns of unsold copies of the Publication(s) which ICD has
experienced in respect of the Publication(s) during the term of this Agreement
shall apply to the Publication(s) delivered and sold to said Wholesaler, which
Publication(s) have not been paid for or returned by said Wholesaler.
EIGHTH: AGREEMENTS.
(a) TRAFFIC FUNCTIONS. ICD, if requested by PUBLISHER, will
route, or assist PUBLISHER in routing, shipments of Publications to Wholesalers;
prepare bills of lading, and assume the traffic function of PUBLISHER'S
newsstand distribution, including handling of claims arising from shortages,
rate overcharges, loss or damage of issues in transit.
(b) SALE DATES. ICD will use reasonable efforts to insure that
the Publication(s) are placed on sale and are taken off-sale on the dates
respectively specified by PUBLISHER.
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(c) DISTRIBUTIONS AND ALLOTMENTS. Nothing contained in this
Agreement shall curtail or otherwise affect the other activities of ICD. Subject
to the right of ICD and Wholesalers to return unsold copies of the
Publication(s) as provided in item NINTH hereof, ICD agrees to use reasonable
efforts to effect the distribution and sale of copies of the Publication(s) from
PUBLISHER to such Wholesalers as may be included from time to time during the
term hereof. With respect to each of the Publication(s), ICD will assist
PUBLISHER to obtain access to all draw and return figures on the Publication(s).
(d) ACCOUNT EXECUTIVE. ICD will assign an account executive to
the Publication(s) on a non-exclusive basis.
(e) SALES PERFORMANCE STATEMENTS. ICD will render to PUBLISHER
a sales performance statement for each issue of the Publication(s) setting forth
in summary form: (i) the issue date; (ii) On-Sale; (iii) the number of copies
distributed; (iv) the returns received; (v) Net Sales (in both numerical and
percentage terms); (vi) the sales trend of the Publication(s) for which such
statement is being rendered versus that of prior issues and the issue of one
year previous; and (vii) other appropriate calculations pursuant to this
Agreement.
NINTH: RETURNS.
(a) DEDUCTION OF RETURNS. In determining the sums payable to
PUBLISHER, ICD shall be entitled to deduct returns of each issue of the
Publication(s) shipped to ICD from Wholesalers located in the United States and
Canada at any time within one hundred eighty (180) days of the Off-Sale Date of
each such issue of the Publication(s).
The aforesaid one hundred eighty (180) day period shall be subject to
extension by reason of delay in mail delivery, "acts of God" or any other cause
beyond the reasonable control of ICD. If ICD receives returns of any issue of
the Publication(s) after final payment for such
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issue has been made, ICD may deduct such returns at the rate charged therefor
from any remittance due PUBLISHER for any later issues (if any) of
Publication(s), or, if after termination of the Agreement, then PUBLISHER shall
make prompt payment to ICD upon receipt of ICD's statement regarding such
returns.
(b) EVIDENCE OF RETURNS. ICD shall be entitled to credit for
returns of all unsold copies of the Publication(s) received by ICD from
Wholesalers. In determining the amount of said credit, ICD will charge
PUBLISHER, at the same rate ICD paid PUBLISHER under item TENTH hereof, for all
unsold copies returned to ICD by Wholesalers in the form of whole copies, front
covers, cover headings, or returns evidenced by an affidavit, for which ICD
gives credit to Wholesalers.
Whenever ICD, in its sole discretion, elects to accept an affidavit
from a Wholesaler attesting to the number of unsold copies of the Publication(s)
destroyed, then such affidavit shall be equivalent to, and shall have the same
effect as the return of whole copies, front covers or cover headings of said
unsold copies.
(c) FULL COPY RETURNS. If PUBLISHER shall request, in writing,
the return to it of the complete copies of unsold copies of the Publication(s),
then ICD will call upon Wholesalers to return said complete copies, but the
failure to return such copies shall not affect ICD's right to allowance and
credit or reimbursement therefor hereunder. In addition to the foregoing when
and if said complete copies are returned at the request of PUBLISHER, PUBLISHER
shall reimburse ICD for the complete cost of transportation relating to said
complete copies, together with any Wholesaler charges for the return of said
copies.
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TENTH: TERMS OF PAYMENT.
(a) ICD will pay PUBLISHER a net price for all copies of the
Publication(s) delivered and sold hereunder at the Wholesaler price(s), less
ICD's commission as set forth in item FIRST (i) herein, and less the credits and
allowances provided for in item NINTH (b) hereof. ICD shall effect its
reimbursement to PUBLISHER by deducting from any payments due or to become due
PUBLISHER pursuant to the aforementioned item and item THIRD hereof, for:
(i) credits for returns of all unsold copies of
the Publication(s);
(ii) Retail Display Allowance payments made by ICD
on behalf of PUBLISHER with respect to the
Publication(s);
(iii) special fixture costs and promotional costs
incurred by ICD on behalf of PUBLISHER, with
prior PUBLISHER approval;
(iv) any allowances hereinafter provided at the
direction of the PUBLISHER and
(v) any other costs incurred by ICD on behalf of
PUBLISHER, with prior PUBLISHER approval.
(b) After each delivery is made by it of the copies of the
Publication(s) sold and delivered hereunder, PUBLISHER immediately will send a
written notice to ICD confirming the delivery of the copies of the
Publication(s) to Wholesalers in accordance with the provisions of item Fourth
hereof. ICD will pay PUBLISHER for all copies of the Publication(s) delivered
hereunder at the rate per copy as specified in item FIRST (m) hereof as follows:
(1) First Payment -- With receipt by ICD of the
shipper's written confirmation indicating the number of copies so shipped of a
particular issue, * of the estimated Net Sale at ten (10) days from shipping for
the first three (3) issues, and
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* Confidential Treatment Requested
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* of the estimated Net Sale at ten (10) days from shipping on all issues
thereafter. An estimate of * sale to be used for the first two (2) issues;
(2) Final Payment -- Less all monies previously
advanced, finalization payment one hundred-twenty (120) days after the Off-Sale
Date.
(3) ICD will credit returns to Wholesalers on a
continuing basis even after such last mentioned payment and it shall have the
right, as its election, (a) to continue to deduct the value of such returns
after such payment from any future payments due PUBLISHER on any one or more
issues of any one or more Publication(s), or (b) to be paid by PUBLISHER upon
demand for such returns.
(c) PUBLISHER agrees that whatever monies are due PUBLISHER
hereunder shall be paid in United States dollars, and insofar as Canadian sales
are concerned, ICD shall have the right to charge PUBLISHER for the cost of
converting Canadian funds into United States dollars and PUBLISHER shall only be
entitled to be paid on the net proceeds after such conversion.
ELEVENTH: CROSS COLLATERALIZATION/OVERDRAFTS. The Final Billing of each
issue of all Publications(s) distributed by ICD pursuant to this Agreement shall
be treated as a unit, it being the intention hereof that if the total of the
advance payments made by ICD with respect to any issue of the Publication(s)
(not previously deducted from subsequent issues of the Publication(s)) shall
exceed the Final Billings for the same issue of that Publication(s) (the
"Overdraft"), the Overdraft may be deducted by ICD from any advance and/or
payment of Final Billing which ICD may be required to make on any succeeding
issue or issues of the same Publication(s) or any other Publication(s), or shall
be refunded or paid by PUBLISHER immediately upon demand.
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* Confidential Treatment Requested
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TWELFTH: PUBLISHER'S WARRANTIES; INDEMNITY. PUBLISHER represents,
covenants and warrants to ICD that the rights herein granted to ICD have not
been granted to any other person, firm or corporation; that it has the right and
authority to enter into this Agreement and the ability to perform its
obligations hereunder, including delivery to ICD without liens on or affecting
the Publication(s), sufficient copies of each issue of the Publication(s) in
salable condition to comply with the terms of this Agreement; and that nothing
contained in any issue of the Publication(s) covered by this Agreement will be
grounds for an action to prevent distribution or for damages because the
material contained therein is libelous, an invasion of any right of privacy or
publicity, a violation of any copyright or trademark, or of any other personal
or property right, or for any other reason whatsoever.
PUBLISHER shall indemnify and hold ICD and its officers, agents and
representatives and Wholesalers harmless from and against any damages, costs,
fines, expenses (including reasonable counsel fees and associated legal costs),
judgements, settlements, penalties, liabilities, or losses of any kind or nature
resulting from any claim, cause of action, suit or proceeding, arising with
respect to issues of the Publication(s) in connection with claims of copyright
infringement, libel, violations of right of privacy or publicity or other
proprietary rights in the title, contents, or any printed matter of the
Publication(s), including, but not limited to, advertisements, pictures,
photographs, cartoons, caricatures, whether appearing on the covers or in the
text thereof, or any promotional material furnished by the PUBLISHER, or arising
out of the breach of any of the foregoing representations or warranties. Should
any such event occur or reasonably be anticipated, ICD may retain a reasonable
reserve from any monies payable to the PUBLISHER hereunder as security for the
foregoing indemnity. PUBLISHER agrees to name ICD as an additional named insured
under any PUBLISHER'S liability insurance carried by PUBLISHER, and
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will deliver a certificate of such insurance to ICD upon request therefor. ICD
and PUBLISHER with all reasonable promptness shall each notify the other of any
suit, proceeding, claim or demand brought or made on the basis of or in
connection with the Publication(s) distributed or to be distributed by ICD. ICD
and PUBLISHER agree that PUBLISHER shall have no right to compromise or settle
any suit or claim in which ICD or a Wholesaler is named unless such settlement
shall result in a full and final release of all claims against ICD and
Wholesaler. Rights of ICD under item TWELFTH shall be in addition to, and not in
lieu of, any rights or remedies to which it might be entitled.
THIRTEENTH: ASSIGNMENT. PUBLISHER agrees not to assign this Agreement
or any of its rights or duties hereunder without the prior written consent of
ICD, which consent shall not be unreasonably withheld.
ICD agrees that its consent is not required for PUBLISHER to sell its
stock or assets. This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. PUBLISHER
specifically acknowledges that this Agreement shall be binding for its Term upon
any successor in interest of PUBLISHER who shall own or publish the
Publication(s), it being the intent of the parties that notwithstanding any sale
by PUBLISHER of its stock or assets (including the Publication(s)), this
Agreement nevertheless shall remain in full force and effect. PUBLISHER my
assign, for security or otherwise, any payment(s) due from ICD hereunder so long
as any such transfer shall be effected only on ICD's "Notice of Assignment"
form.
FOURTEENTH: NOTICE. Any notice required or which may be given hereunder
shall be sent by certified or registered mail, return receipt requested, or by
telegram or facsimile
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addressed to the other party and given by addressing the same to the other as
follows, unless written notice shall have been given as of the date mailed or
telegram or facsimile sent:
If to ICD, to: ICD/The Hearst Corporation
959 Eighth Avenue
New York, NY 10019
Attention: President
If to the PUBLISHER, to: WIRED U.S.A.
544 Second Street
San Francisco, CA 94107-1427
Attention: Ms. Jane Metcalfe
FIFTEENTH: WAIVER; MODIFICATION. No waiver, modification or
cancellation of any term or condition of this Agreement shall be effective
unless and until signed by authorized officers of the parties hereto. No written
waiver shall excuse the performance of any act other than those specifically
referred to therein.
SIXTEENTH: CONSTRUCTION. The validity, interpretation and performance
of this Agreement shall be governed by the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed for and on their behalf by their duly authorized officers, the day
and year first above written.
INTERNATIONAL CIRCULATION DISTRIBUTORS WIRED USA
THE HEARST CORPORATION
Name: Victor J. Zustovich Name: Jane Metcalfe
Signature: /S/ VICTOR J. ZUSTOVICH Signature: /S/ JANE METCALFE
Title: Vice President Business Affairs Title: President
Date: November 18, 1992 Date: November 5, 1992
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SCHEDULE A
<TABLE>
<CAPTION>
FIRST ICD
PUBLICATION(S) DIST. ISSUE ON-SALE DATE FREQUENCY COVER PRICE
<S> <C> <C> <C> <C>
WIRED Premiere 1993 1/12/93 Bimonthly $4.95
</TABLE>
<PAGE> 18
[ICD LETTERHEAD]
August 2, 1994
Ms. Jane Metcalfe
WIRED U.S.A.
544 Second Street
San Francisco, CA 94107-1427
Dear Jane:
The purpose of this letter is to clarify and amend the Agreement between WIRED
U.S.A. and ICD/The Hearst Corporation dated November 5, 1992 to reflect the
change in frequency of Wired from bimonthly to monthly with regards to paragraph
THIRD concerning Term.
Currently our Agreement states the initial term commences with the
On-Sale Date of the February 1993 issue (1/11/93) and continues for three (3)
years concluding with the completion of distribution of the December 1995 issue.
With the change in frequency to monthly, the last issue of the initial term
should be January 1996 (reflecting the inclusion of all issues on-sale prior to
1/11/96).
With your approval, the following will amend and be made part of the
Agreement between WIRED U.S.A. and ICD/Hearst dated November 5, 1992:
The first paragraph of paragraph THIRD will now read as follows:
"Term. The grant of rights by PUBLISHER to ICD shall be
effective as of the date hereof and the term of this Agreement shall
continue for a period of three (3) years, commencing with the On-Sale
Date of the February 1993 issue of the Publication(s) and concluding
with the completion of distribution of the January 1996 issue of the
Publication(s)."
All of the remaining paragraphs under paragraph THIRD remain the same.
All other terms and conditions not amended above remain as stated in
the Agreement.
If the above meets with your approval please sign two (2) copies of
this amendment letter and return them to my attention. A ratified copy will be
sent to you for your files.
Jane, should you have any questions, please don't hesitate to give me a
call.
Best regards.
/s/ Debra M. Delmar
Debra M. Delmar
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Page 2 of 2
WIRED U.S.A. Amendment - August 2, 1994
ACCEPTED: ACCEPTED:
WIRED U.S.A. INTERNATIONAL CIRCULATION
DISTRIBUTORS/THE HEARST
CORPORATION
By: Jane Metcalfe By: Victor J. Zustovich
Title: President Title: Vice President Business Affairs
Signature: /S/ JANE METCALFE Signature: /S/ VICTOR J. ZUSTOVICH
Date: August 25, 1994 Date: September 14, 1994
cc: G. Clark
I. D'Aloia
F. Herrera
V. Zustovich
DMD:pcp
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CONTRACT AMENDMENT
4/11/95
This amendment confirms the items agreed upon with regards to the
distribution of Wired magazine through ICD/Hearst and includes the change in
business address and company name for WIRED U.S.A., now Wired Ventures Ltd.
The following will amend and be made part of the Agreement originally
between WIRED U.S.A. and ICD/The Hearst Corporation, dated November 5, 1992 and
the subsequent amendment of August 2, 1994, now between Wired Ventures Ltd. and
ICD/The Hearst Corporation.
1. The first paragraph of the Agreement will now be changed to
read as follows:
"Agreement, entered into this 5th day of November 1992 and
amended August 2, 1994, between INTERNATIONAL CIRCULATION
DISTRIBUTORS - THE HEARST CORPORATION, a Delaware Corporation,
having its principal office at 250 West 55th Street, New York,
New York 10019 (hereinafter referred to as "ICD") and WIRED
VENTURES LTD., having its principal place of business at 520
Third Street, 4th Floor, San Francisco, CA 94107-1427
(hereinafter referred to as "PUBLISHER")."
2. Paragraph FIRST (i) will now include the following:
"(i) Effective with the February 1995 issue, "ICD Commission"
shall mean * of the Cover Price per net copy sold, per each
twelve (12) month period up to * copies sold; * of the Cover
Price per net copy sold, per each twelve (12) month period, on
all copies sold from * copies sold up to * copies sold; and *
of the Cover Price per net copy sold per each twelve (12)
month period, on all copies sold from * and above."
3. The first paragraph of Paragraph THIRD will now include the
following:
"THIRD: TERM. The grant of rights by Publisher to ICD and the
Term of this Agreement shall be extended and renewed for an
additional three (3) years, commencing with the On-Sale Date
of the February 1996 issue of the Publication(s) and
concluding with the completion of distribution of the January
1999 issue."
All of the remaining paragraphs under Paragraph THIRD remain the same.
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* Confidential Treatment Requested
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Page 2 of 2
Wired Ventures Ltd. Amendment - August 11, 1995
4. Paragraph TENTH (b)(i) will now be changed to read as follows:
"(1) First Payment - With receipt by ICD of the shipper's
written confirmation indicating the number of copies so
shipped of a particular issue, * of the estimated Net Sale at
On-Sale Date;"
The remainder of Paragraph TENTH (b) and the remaining paragraphs under
Paragraph TENTH remain the same.
5. Paragraph FOURTEENTH will now be changed to read as follows:
FOURTEENTH: NOTICE. Any notice required or which may be given
hereunder shall be sent by certified or registered mail,
return receipt requested, or by telegram or facsimile
addressed to the other party and given by addressing the same
to the other as follows, unless written notice shall have been
given as of the date mailed or telegram or facsimile sent:
If to ICD, to: If to the PUBLISHER, to:
ICD/The Hearst Corporation Wired Ventures Ltd.
250 West 55th Street 520 Third Street
New York, NY 10019 San Francisco, CA 94107-1427
Attention: President Attention: President
All other terms and conditions not amended above remain as stated in
the Agreement.
Please arrange for two (2) copies of this amendment letter to be signed
below by Wired Ventures Ltd. and returned to the attention of Debra Delmar.
Retroactive brokerage credit
--------------
* Confidential Treatment Requested
21.
<PAGE> 22
(February-May 1995 issue) will be applied to the next Publisher statement after
receipt from Publisher by ICD of this Amendment signed.
ACCEPTED: ACCEPTED:
WIRED VENTURES LTD. INTERNATIONAL CIRCULATION
DISTRIBUTORS/THE HEARST
CORPORATION
By: Jane Metcalfe By: Frank E. Herrera
Title: President Title: President
Signature: /S/ JANE METCALFE Signature: /S/ FRANK E. HERRERA
Date: April 17, 1995 Date: April 25, 1995
DMD:adl
enclosures
cc: J. D'Aloia
D. Delmar
V. Zustovich
22.
<PAGE> 23
CONTRACT AMENDMENT
05/22/96
The following will amend and be part of the Agreement originally
between Wired U.S.A. and ICD/The Hearst Corporation dated November 5, 1992 and
subsequently assigned to Wired Ventures, Ltd. April 11, 1995, as amended
thereto, now between Wired Magazine Group, Inc. and ICD/The Hearst Corporation,
effective as of May 22, 1996.
1. The first paragraph of the Agreement will now be changed to read as
follows:
"Agreement, entered into this 5th day of November 1992 as amended
thereto, between International Circulation Distributors - The Hearst
Corporation, a Delaware Corporation, having its principal place of
business at 250 West 55th Street, New York NY 10019-5288 (hereinafter
referred to as "ICD") and Wired Magazine Group, Inc., a California
Corporation, having its principal place of business at 520 Third Street
- 4th Floor, San Francisco, CA 94107-1427 (hereinafter referred to as
"PUBLISHER")."
2. Paragraph FOURTEENTH will now be changed to read as follows:
"FOURTEENTH: NOTICE. Any notice required or which may be given
hereunder shall be sent by certified or registered mail, return receipt
requested, or by telegram or facsimile addressed to the other party and
given by addressing the same to the other as follows, unless written
notice shall have been given as of the date mailed or telegram or
facsimile sent:
If to ICD, to: If to the PUBLISHER, to:
ICD/THE HEARST CORPORATION WIRED MAGAZINE GROUP, INC.
250 WEST 55TH STREET - 11TH FLOOR 520 THIRD STREET - 4TH FLOOR
NEW YORK, NY 10019-5288 SAN FRANCISCO, CA 94107-1427
ATTENTION: PRESIDENT ATTENTION: PRESIDENT"
3. Paragraph SEVENTEENTH will now be added and read as follows:
"SEVENTEENTH: CONTINUING OBLIGATIONS. PUBLISHER hereby agrees to assume
any and all of the rights and obligations agreed to under the Agreement
between Wired Ventures, Ltd. and ICD."
All other terms and conditions of the Agreement remain the same.
Please arrange for two (2) copies of the amendment to be signed by
authorized representatives of Wired Magazine, Inc. and Wired Ventures, Ltd. and
returned to ICD/The Hearst Corporation, as this amendment shall not be effective
until executed by all parties hereto.
23.
<PAGE> 24
CONTRACT AMENDMENT - WIRED
May 22, 1996
Page 2 of 2
ACCEPTED: ACCEPTED:
WIRED MAGAZINE GROUP, INC. INTERNATIONAL CIRCULATION
DISTRIBUTORS/THE HEARST
CORPORATION
By: Jane Metcalfe By: Victor J. Zustovich
Title: President Title: VP Business Affairs
Signature: /S/ JANE METCALFE Signature: /S/ VICTOR J. ZUSTOVICH
Date: May 20, 1996 Date: May 21, 1996
ACCEPTED:
WIRED VENTURES, LTD.
By: Jane Metcalfe
Title: President
Signature: /S/ JANE METCALFE
Date: May 20, 1996
DD/as
24.