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