Sample Business Contracts

Distribution Terms - ADAM Software Inc. and Mindscape Inc.

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                              DISTRIBUTION TERMS

LICENSE:                Mindscape will have the right to manufacture, sell and 
                        distribute all English language version titles listed
                        on Schedule A, and their subsequent upgrades, if any,
                        during the term of the agreement.  Mindscape shall have
                        exclusive rights to retail distribution, OEM licensing,
                        and retail direct marketing, except in the health care
                        market.  For this purpose, the "health care market"
                        means individuals, companies and institutions that
                        provide health care services.  Notwithstanding anything
                        herein to the contrary, in the health care market,
                        Mindscape shall only have the limited, nonexclusive
                        right to retail direct marketing solely with respect to
                        individuals that provide health care services.  
                        Mindscape shall not have the right to retail direct
                        marketing, in the health care market, with respect to
                        companies and institutions that provide health care
                        services.  Mindscape shall have non-exclusive rights
                        for on-line distribution and to sell all education SKU's
                        related to the products listed on Schedule A at
                        standard reseller prices determined by  A.D.A.M.
                        Mindscape shall distribute such educational SKU's in
                        accordance with A.D.A.M.'s standard educational
                        reseller agreement.  The rights granted to Mindscape
                        are subject to A.D.A.M.'s right to maintain its
                        existing contractual relationships with the third
                        parties listed on Schedule B.  All rights not granted
                        to Mindscape are retained by A.D.A.M.  Without limiting
                        the generality of the foregoing, A.D.A.M. expressly
                        retains the right to retail direct marketing in the
                        health care market and to sell directly to an

PACKAGING:              Mindscape will display the A.D.A.M. logo (or such other
                        logos as are on the master materials for the product or
                        which are specified by A.D.A.M.) on all packaging and
                        sales material and will represent product with a label
                        which has been approved in advance by A.D.A.M., that
                        says "distributed by Mindscape."  A.D.A.M. will provide
                        Mindscape the package design for all products listed on
                        Schedule A. Mindscape will develop all new packaging
                        going forward, which must be approved by A.D.A.M.  

TERM:                   The term of this Agreement shall commence on the later
                        of March 1, 1997 or execution of this agreement and
                        expire December 31, 1998 unless earlier terminated.  In
                        the event Mindscape meets a minimum of $750,000 in total
                        royalties during the term of the agreement, the

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                        agreement shall be renewed for an additional 2 years
                        subject to the royalty structure as required during the
                        initial term.  In regard to the Medical Housecall and
                        Pediatric Housecall product line, even if these
                        products are approved by the developer to be included
                        on Schedule A for the initial term of the agreement,
                        these products may not be available for the additional
                        two-year period because of contract limitations.

TERRITORY:              Worldwide, except with respect to the prior contractual
                        relationships set forth in Schedule B.  A.D.A.M. will
                        not extend or renew any contractual relationships with
                        any third party listed on Schedule B during the term of
                        the agreement, except possibly Matsushita.

TITLES:                 Titles indicated on Schedule A and other mutually agreed
                        upon titles.

DUTIES:                 Mindscape will provide end-user support.  Mindscape
                        agrees to reasonably promote and market A.D.A.M.
                        products on the same basis as similar Mindscape product.
                        Mindscape will submit to A.D.A.M. an initial marketing
                        plan to be submitted to A.D.A.M. no later than April 15,
                        1997 and provide updated information upon request. 
                        Mindscape agrees to submit 2 sales plans in 1997, the
                        first by April 15, 1997, and three plan in 1998 to
                        A.D.A.M.  Mindscape will bear the cost of all marketing
                        and advertising expenses.  All A.D.A.M. titles published
                        by Mindscape must be approved by the Mindscape quality
                        assurance department, whose approval will not be
                        unreasonably withheld, prior to publication.

ADVANCES:               Mindscape agrees to pay $275,000 in non-refundable
                        advances for the titles listed on Schedule A, payable as
                        detailed under "Schedule of Payments".  The sale of all
                        titles shall be credited against the advances.

ROYALTIES:              Mindscape shall pay royalties to A.D.A.M. based upon net
                        cash receipts by titles listed on Schedule A.  "Net cash
                        receipts" means gross receipts actually received by
                        Mindscape from the sale, license, or sublicense of
                        titles listed on Schedule A less cost of goods,
                        royalties, duties, credits for discounts, refunds
                        (including price protection), replacements, and returns
                        (including returns for stock balancing purposes).  All
                        royalties due shall be applied against advances.  The
                        royalty rate by title is listed on Schedule A.  All
                        royalty payments shall be paid to A.D.A.M. no later than
                        45 days

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                        after the end of each calendar quarter.  Mindscape
                        agrees to send unaudited gross sales reports on a
                        monthly basis to A.D.A.M.  A.D.A.M. shall have the
                        right, upon reasonable notice, to conduct an audit of
                        Mindscape's books and records relating to royalty

REGISTRATION:           A.D.A.M. agrees to incur the operating and expenses for
                        the electronic registration services utilized in ATIS
                        "97.  Mindscape, at its own cost, may put electronic
                        registration services on the other products listed on
                        Schedule A.  A.D.A.M. will own the registration records
                        generated from all registration methods and will grant
                        Mindscape use of such records.  A.D.A.M. and Mindscape
                        agree to share this information in an electronic form
                        on a monthly basis.

CHANNEL INVENTORY:      Mindscape will assume all A.D.A.M. channel inventory.

OTHER:                  By signing below, the parties agree that these terms
                        will be binding upon each of them and that they will
                        negotiate in good faith and execute in due course a
                        more comprehensive mutually acceptable formal written
                        agreement containing these and other customary and
                        appropriate terms which formal agreement, when
                        executed, shall supersede this agreement.  This
                        agreement may not be amended except in writing signed
                        by both parties.  Either party may terminate this
                        agreement upon material breach by the other party and
                        failure to cure within thirty (30) days following
                        notice of such breach.

                        Mindscape, Inc.               A.D.A.M. Software, Inc.

                        /s/ Gordon Landes             /s/ Robert S. Cramer, Jr.
                        ------------------            ------------------------- 
                        By                            By

                        Gordon Landes                 Robert S. Cramer, Jr.
                        ------------------            -------------------------
                        Print Name                    Print Name

                        Exec. V.P.                    Chairman and CEO
                        ------------------            ------------------------- 
                        Title                            Title

                        2-26-97                       Feb. 26, 1997
                        ------------------            ------------------------- 
                        Date                          Date

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                                 Schedule "A"
                    Schedule of Advances and Royalty Rates

                                                                                           OEM SALE
TITLE                                               ADVANCE             ROYALTY             ROYALTY
-----                                               -------             -------            --------
A.D.A.M. The Inside Story 1997 Edition*              $180,000             23%                 25%
Nine Month Miracle*                                  $ 70,000             23%                 25%
Life's Greatest Mysteries***                         $ 15,000             20%                 25%
Medical Housecall 2.0**                              $   --               23%                 25%
Pediatric Housecall 1.0**                            $   --               23%                 25%
Medical Housecall 1.0****                            $   --               23%                 25%
ATIS 1.0***                                          $ 10,000             20%                 25%

*    Minimum royalty per unit shall be $2.00.  Royalty increases to 25% after
Mindscape achieves $1,000,000 in gross sales for these two products combined.

**   Contingent on A.D.A.M.'s receipt of approval from the developer.  Such
titles are subject to removal.  Minimum royalty per unit shall by $1.40. 
Royalty increase to 25% after Mindscape achieves $1,000,000 in gross sales for
these two products combined.

***  Minimum royalty per unit shall be $0.25.  OEM sales royalty shall be the
greater of $0.25 or 25%.

**** Minimum royalty per unit shall be $0.50.  OEM sales royalty shall be the
greater of $0.50 or 25%.

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                              SCHEDULE OF PAYMENTS

                                 UPON EXEC.       90 DAYS
                                  OF DIST.         AFTER            JAN. 31,
TITLE                              TERMS         EXECUTION            1998
-----                              -----         ---------          --------
A.D.A.M. The Inside Story       $  60,000        $  70,000          $ 50,000
1997 Edition

Nine Month Miracle              $  30,000        $  20,000          $ 20,000

Life's Greatest Mysteries       $  10,000        $   -              $  5,000

Medical Housecall 2.0           $   -            $   -              $   -

Pediatric Housecall 2.0         $   -            $   -              $   -

Medical Housecall 1.0           $   -            $   -              $   -

ATIS 1.0                        $   -            $  10,000          $   -
                                ---------        ---------          --------
                                $ 100,000        $ 100,000          $ 75,000
                                ---------        ---------          --------

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                                  SCHEDULE "B"

               Third Parties Having Existing Consumer Contractual
                          Relationships with A.D.A.M.

BOMICO: Non-exclusive for English language products in Europe.  Expires July 12,
RANDOM HOUSE U.K.: expires April 15, 1997.  Requires 30-day written notice.
The current deal only covers ATIS 1.0 and NMM.
BRADERBUND: A non-exclusive bundle deal with ATIS 1.0
POINT GROUP: A non-exclusive bundle/OEM deal for LGM with Compaq.
DATAFLOW: Expires July 24, 1997 with 30-days written notice.  Territory is
Australia and New Zealand.
MATSUSHITA: part of a large, long-term exclusive distribution relationship. Have
a Japanese language version of ATIS, '97 in development.  Must discuss making
change in distribution as it relates to English versions.  No guarantees.