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Sample Business Contracts

Distribution Agreement - Take-Two Interactive Software inc., Mindscape Inc. and Mindscape International Ltd.

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                               Take 2 / Mindscape
                                   Term Sheet

Agreement:          Mindscape  (which term shall  include  Mindscape,  Inc.  and
                    Mindscape  International  Limited) and Take-Two  Interactive
                    Software,  Inc.  ("Take  2")  hereby  agree to amend the two
                    agreements between the companies, the "U.S. Agreement" which
                    is that certain Agreement between Mindscape, Inc. and Take 2
                    dated  December  27, 1995 as amended by the First  Amendment
                    dated July 9, 1997, and the "U.K.  Agreement"  which is that
                    certain Agreement between  Mindscape  International  Limited
                    and Take 2 dated  January 31, 1997  (collectively,  the "Old
                    Agreements")   to  restructure   these   Agreements  and  to
                    incorporate  the terms of this  letter of intent  into a new
                    agreement  (the  "New  Agreement")  which  will  effectively
                    terminate  any  further  interest of  Mindscape  in the Game
                    Titles  as   defined  in  the  U.S.   Agreement.   Mindscape
                    acknowledges that, subject to the terms outlined below, Take
                    2 shall be free to solicit and market  these titles to third
                    parties.

Rights/Repayment:   U.K.  Agreement.  Mindscape shall not owe Take 2 any further
                    advances  under  the U.K.  Agreement.  Take 2 and  Mindscape
                    agree that European  distribution rights for the Game Titles
                    found in the U.K.  Agreement  will  revert back to Take 2 on
                    the condition  that all advances paid by Mindscape to Take 2
                    under the U.K.  Agreement  are to be repaid to  Mindscape in
                    accordance with the following schedule:

                    $170,666 on or before December 15, 1997;
                    $170,666 on or before May 15, 1998; and
                    $170,667 on or before September 15, 1998.

                    U.S.  Agreement.  Take 2 and Mindscape  agree that worldwide
                    distribution  rights for the Game Titles  listed in the U.S.
                    Agreement will revert back to Take 2 Interactive (subject to
                    a six month  sell off period for  Callahan's  CTS),  and the
                    following  U.S.  advances for these products shall be repaid
                    to Mindscape, under the following schedule:

                        Jetfighter: Full Burn

                        The  $500,000  advance for this Game Title  ($100,000 of
                        which is in repayment of the advances on Steel and Bone,
                        which Take 2 canceled)  shall be repaid to  Mindscape no
                        later  than  three  (3)  months  after  its  publication
                        anywhere in the world,  under any product  name,  by any
                        party (e.g., Take 2 Interactive, a third party, or under
                        license/sublicense).

                        Black Dahlia

                        The $300,000 advance for this Game Title shall be repaid
                        to  Mindscape  no later than three (3) months  after its
                        publication  anywhere  in the world,  under any  product
                        name, by any party (e.g.,  Take 2  Interactive,  a third
                        party, or under license/sublicense).

<PAGE>


                    If Take 2 is able to derive  revenue from a  third-party  by
                    publishing,  licensing, or otherwise commercially exploiting
                    or transferring its rights in either  Jetfighter:  Full Burn
                    or  Black  Dahlia,  Take  2's  repayment  obligations  shall
                    accelerate  and Take 2 shall  repay all  advances previously
                    paid for that Game  Title to  Mindscape  immediately  to the
                    extent of revenues received;  provided, however, that Take 2
                    may first  recoup its direct costs of  completing  such Game
                    Title,  such  direct  costs to be  limited  to out of pocket
                    costs incurred for product  development  employee's salaries
                    and/or payments made to contractors.

                    After it has recouped its direct costs for  completing  such
                    game  titles,  Take 2  further  agrees  to pay  Mindscape  a
                    fifteen  percent (15%) royalty on any revenues  attributable
                    to Jetfighter, Full Burn or Black Dahlia, provided, however,
                    that if Take 2 has completely  reimbursed  Mindscape for all
                    advances  on these  titles  under the U.S.  Agreement  by no
                    later than March 1, 1998,  the royalty rate shall be reduced
                    to ten percent (10%).


Other:              By signing  below,  the  parties  agree that these terms are
                    binding upon them but that they will negotiate in good faith
                    with  the   intention   of   executing   in  due   course  a
                    comprehensive   mutually  acceptable   definitive  agreement
                    reflecting  these and other customary and appropriate  terms
                    which definitive agreement,  when executed,  shall supersede
                    these terms.  Except as modified  here,  the Old  Agreements
                    shall stand in full force and effect  until such time.  This
                    Letter of Intent shall not be valid until its signed by both
                    parties.


Mindscape, Inc:                           Take 2 Interactive Software:

/s/ [ILLEGIBLE]                           /s/ Ryan Brant      
-----------------------------------       --------------------------------------
By:                                       By:    Ryan Brant
Title:                                    Title: CEO
Date:   11/11/97                          Date:  Nov. 11, 1997
                                         

<PAGE>


[LETTERHEAD]
 MINDSCAPE


January 28, 1998


Ryan Brant
Take Two Interactive Software
575 Broadway
New York, NY 10012


Dear Ryan,

Here are the revised terms we have discussed with respect to the proposed
distribution by Mindscape of Jeopardy! 64 and Wheel of Fortune 64 to the Target
and K-Mart accounts.

Take Two designates Mindscape as its exclusive distributor of Jeopardy! 64 and
Wheel of Fortune 64 for the Target Stores, Inc. account and as its exclusive
distributor of Jeopardy! 64 for the K-Mart Corp. account. Mindscape Inc. shall
order inventory from Take Two for Jeopardy! 64 and Wheel of Fortune 64 at the
prices on the attached schedule. The initial order of 6,000 units of Wheel of
Fortune 64 shall be provided by Take Two to Mindscape immediately. Additionally,
we understand that Take Two has instructed Nintendo Company, Ltd. to ship 14,000
units of Jeopardy! 64 which Take Two has already paid for directly to Mindscape.
Upon signing this letter and receiving appropriate confirmation from Nintendo,
Mindscape will consider Take Two to have fulfilled its obligation with respect
to these units of Jeopardy! 64 to be shipped by Nintendo. Freight costs to
Mindscape's warehouse or, if reasonably equivalent, directly to an account's
central warehouse, shall be Take Two's responsibility. Freight costs from
Mindscape to the accounts shall be Mindscape's responsibility.

Take Two agrees that it will provide up to 4,608 units of Jeopardy! 64 and 1,000
units of Wheel of Fortune 64 to Mindscape immediately upon written request to
fulfill any reorders from said accounts. Mindscape shall submit a purchase order
to Take Two for these units and Take Two shall ship inventory directly to the
account's central warehouse as may be mutually agreed, or to Mindscape's
designated warehouse FOB Mindscape, within five days of receipt of a purchase
order.

All such units shipped to Mindscape (or to Mindscape's account) shall be
transferred to Mindscape's ownership upon receipt. Mindscape shall have the
right to sell this inventory to Target and K-Mart. The purchase price for a
total of 7,000 units of Wheel of Fortune 64 and 18,608 units of Jeopardy! 64
shall be $800,000 which shall accrue for the benefit of Take Two upon Take Two
signing this letter but shall be offset against amounts currently owned to
Mindscape by Take Two under the Term Sheet of November


<PAGE>


January 28, 1998
Ryan Brant
Page 2


11, 1997 between the parties with respect to the U.S. Agreement (as defined in
the Term Sheet) of $800,000 related to royalty advances for Black Dahlia and Jet
Fighter Full Burn. Any units ordered by Mindscape and shipped beyond the units
described above may similarly be offset against other amounts owed by Take Two
with respect to advances for other titles, and other unreimbursed amounts
including MDF in the amount of $107,662.


Please sign below to confirm your agreement to these terms.


Sincerely,                               Take Two Interactive

/s/ Ian Rose                            /s/ Ryan Brant
------------------                      --------------------
Ian Rose                                Ryan Brant, CEO
Senior Vice President


Cc:  Jim Prather
     Gordon Landies
     Bill Arkwright
     Chuck Kroegel
     Debbie Minardi
     Caryn Minal