Distribution Agreement
This Agreement (the "Agreement") is made as of the 1st day of May 1997 by and
between, RomTech, Inc., a Pennsylvania Corporation, (the "Manufacturer") with
it's principal place of business located at 0000 Xxxxx Xxxxxxxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxxxxx 00000, Contact: Xxxx Xxxx and GT Interactive Software,
a Delaware Corporation (the "Distributor"), Value Products Division, with it's
principal place of business located at 0000 Xxxxxxxxx Xxxx Xxxxx, Xxxxxxxx,
Xxxxxxxxx 00000, Contact: Xxxxxxx Xxxxx. In consideration of the promises and
covenants set forth below, the parties agree as follows:
For the purposes of this Agreement, the following terms shall have the
respective meanings indicated:
1. The term "Product(s)" shall mean all computer software in the
Addendum of this Agreement.
2. The term "Reseller" shall mean any third party or entity to which
Distributor markets any Products for re-marketing.
3. Manufacturer grants to the Distributor and Distributor accepts from
Manufacturer the right to exclusively distribute the Products and to
market the Products to Resellers located in North America excluding
Micro Center and Xxxxx Xxxxxx and Associates.
4. The initial term of this Agreement shall commence upon the date set
forth above and shall continue for twelve months, unless earlier
terminated as provided herein. The initial term of this Agreement
shall be automatically renewed for successive one (1) year periods
following expiration of the initial or any subsequent term of the
Agreement.
5. Distributor and Manufacturer will set quarterly objectives to be
mutually agreed upon. Objectives will include, but not limited to,
merchandising mechanisms, volumes, and specific retail distribution
goals. Distributor agrees to support all new, mutually agreed upon
products, with an initial order of 5000 units per title. Distributor
and Manufacturer agree to conduct monthly forecast for uninterrupted
supply of Products to Distributor's customers.
6. Delivery of the Products shall be F.O.B. Distributor's warehouse.
Transportation and handling charges for any of the Products shall be
paid by the Manufacturer. Manufacturer will clearly ship products
according to Distributors written instructions.
7. On or after date of shipment, Manufacturer shall invoice Distributor
for the purchase of any of the products sold to the Distributor. All
amounts specified in any net invoice shall be paid by Distributor to
the Manufacturer within (30) days from the date of receipt of the
Products by the Distributor.
8. It is understood by the Manufacturer and Distributor that only
defective Product can he returned upon Manufacturer's authorization.
1
9. The Manufacturer hereby represents and warrants that it has not
entered into any agreements or commitments which are inconsistent
with or in conflict with the rights granted to Distributor herein;
the Products shall be free and clear of all liens and encumbrances,
and the Products conform in all respects to the Product warranties.
Manufacturer agrees that Distributor shall be entitled to pass
through all warranties granted by Manufacturer under this Agreement.
Manufacturer shall extend to Distributor the same warranties and
indemnification with respect to Products purchased, as Manufacturer
extends to its end-user customers. Neither party shall, under any
circumstances, be liable to the other for consequential, incidental,
indirect or special damages arising out of or related to this
Agreement or the transactions contemplated herein, even if such party
has been apprised of the likelihood of such damages occurring.
10. Distributor shall have the right to utilize Manufacturer's trade name
and any trademarks, service marks and advertising literature
associated with the Products to identify the Products in advertising
and promotional materials.
11. Either party may terminate this Agreement not less than thirty (30)
days after written notice.
12. Wherever one party is required or permitted to give notice to the
other pursuant to this Agreement, such notice shall be deemed given
when delivered in hand, by facsimile, or when mailed by registered or
certified mail, return receipt requested, postage paid, and addressed
as follows:
Manufacturer: Distributor:
RomTech, Inc. GT Interactive Software
0000 Xxxxx Xxxxxxxxx, Xxxxx 000 0000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxxx, Xx, 00000 Xxxxxxxx, XX 00000
Attn: Xxxx Xxxx Attn: Xxxxxxx Xxxxx
In Witness Thereof, the parties hereto have executed this Agreement by their
duly authorized representatives as of the respective dates indicated below.
MANUFACTURER DISTRIBUTOR
RomTech. Inc, GT Interactive Software
Xxxx Xxxx Xxxxxxx Xxxxx
By_________/s/________ By________/s/________
Authorized Signature Authorized Signature
Title ________________ Title _______________
Date _________________ Date ________________
2
