Software License Agreement
between
Conspiracy Entertainment Corp.,
000 Xxxxx Xxxxxx Xxxx., Xxxxx Xxxxxx, XX 00000, XXX
- in the following referred to as "Licensee" -
and
Constant Entertainment LLP -- SEGA Limited,
000 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000, XXX -
in the following referred to as "Licensor" -
relating to the software product
dated July 07, 2003
PREAMBLE:
(A) Licensee is in the business of developing, producing, distributing and
licensing rights in certain computer games.
(B) Licensor wishes to grant a license to Licensee and the rights in those
computer games to enable Licensee to duplicate, market, distribute and
otherwise exploit the computer games.
(C) Licensor has entered into an agreement with Sega Japan for the exclusive
rights to the products as outlined and defined in this agreement and under
the same terms and conditions as outlined and defined in this agreement.
Licensor has the full and complete rights to sublicense the products to
Licensee (Conspiracy) for exclusive publishing in the licensed territories
as outlined and defined in the agreement.
1. DEFINITIONS
1.1 In this Agreement (including the Schedules), the words and phrases
set out in the first column shall have the meanings set out opposite
to them in the second column: the advance payments to be made by
Licensee to Licensor in the amounts and on the times set out in
Schedule 4; an executable version of a computer game program
containing mostly completed graphics (not finished graphics may be
substituted by graphics of temporary nature), mostly complete set of
sound effects and speech samples, all basic game play functions
implemented and working, all game levels/worlds/areas implemented;
manual, box, posters (all in printed and digital, editable form),
videos and other materials that may be helpful for Licensee to
market and exploit the Product. an executable version of a computer
game program including all features but still not debugged and/or
tested; instructional manuals and other documentation to be provided
for use by the end-user of a computer game; English Final Master
shall mean an executable English version of the Product (operating
on PAL format) which Licensee and Sony Computer Entertainment of
Europe (SCEE) shall deem sufficiently complete and correct to be
released for manufacturing and commercial distribution. Advances
Alpha Version
Artwork
Beta Version
End-user Documentation
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Intellectual Property Rights any copyrights, trade marks, patents,
trade secrets or other intellectual property rights which subsist in
or in relation to the Product or any of the Licensor's Materials
which are used in connection with the packaging, advertisement or
marketing of the Product.
Licensor's Materials Online-Sales Option Period
the items listed in Schedule 3 together with all materials which are reasonably
required by Licensee for the purposes of manufacture, marketing and exploitation
of the Product; direct distribution of any product as a data stream to
individual end-users over an electronic network, such as cable, satellite or
telephone networks including the internet.
the period specified in Schedule 6;
Platform the Platform for each Product stated in Schedule 1;
Products the computer games products listed in Schedule I
(including all End-user Documentation relevant to each game);
Royalties the license fee stated in Schedule 4;
Sequels other products made available by Licensor for commercial
release during the Option Period where such products are
sequels to or form a part of the same series as the Product;
Territory the territories listed in Schedule 2;
Term the term of this Agreement is listed in Schedule 6; it
shall commence from the signature of this Agreement until
expiry of the therein stated period after release of the
Product.
2. GRANT OF RIGHTS
2.1 Licensor grants to Licensee an exclusive license to reproduce,
market, distribute, sell and otherwise exploit (including, but not
limited to, via Online-Sales), in the Territory, the Product.
2.2 During the Option Period, Licensee shall have the first right to be
granted exclusive licenses in the Territory for any Sequel and or
new titles under the Sega value brand.
2.3 Clause deleted
2.4 Clause deleted.
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2.5 For marketing purposes, Licensor grants to Licensee a non-exclusive
royalty-free license during the Term of this Agreement to use any
trademarks owned or controlled by Licensor or licensed to Licensor
in connection with the advertising, promotion and distribution of
the Product.
3. DURATION
3.1 This Agreement commences on the date of this Agreement and shall,
except as otherwise provided herein, continue in force until the
expire of the Term of this Agreement.
3.2 Where Licensee accepts the grant of an exclusive license under
Clauses 2.2., such licenses shall commence on the date of the
respective agreement and shall expire on the date specified in
Schedule 6.
4. DELIVERY OF LICENSOR'S MATERIALS TO LICENSEE
4.1 Licensor shall deliver to Licensee the English Final Master and the
Licensor's Materials as specified in Schedule 3.
4.2 Clause deleted
4.3 The English Final Master and the Licensor's Materials shall be sent
by Licensor via standard freight service or Federal Express and the
costs of such shall be borne by Licensor unless Licensee requests
that delivery be expedited in which case any additional costs shall
be borne by Licensee.
4.4 Licensor grants to Licensee a royalty-free non-exclusive license to
use any of the Licensor's Materials for the purposes of this
Agreement.
5. PAYMENT
Advances
5.1 Licensee shall pay to Licensor the Advances as by wire remittance to
the bank account of licensor as described in Schedule 4. In a timely
manner prior to any such payment, Licensor shall deliver to Licensee
an appropriate invoice.
5.2 The Advances shall be treated as an advance payment of the Royalties
and shall be credited against the first Royalties which are to be
paid by Licensee to Licensor until the Advances have been recouped
in full.
Royalties
5.3 In relation to each copy of the Product sold by Licensee, Licensee
agrees to pay Licensor the Royalties by wire remittance to the bank
account of licensor as set out in Schedule 4. No Royalty or other
compensation shall be payable by Licensee to Licensor with respect
to (i) Product units used for promotional purposes or furnished free
to the trade, press or for public relations use and provide the
description such free use for a revenue statement under clause 5.5;
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5.4 Where Licensee accepts the grant of an exclusive license under
clause 2.2., the parties shall negotiate in good faith the level of
any payments to be paid to Licensor by Licensee.
Time and Method of Payment
5.5 A revenue statement providing an itemized description of the
calculation of all payments due and free Product units under clause
5.3 ("Royalty Statement") shall be forwarded to Licensor within 30
calendar days after the end of each calendar quarter.
5.6 Based on each Royalty Statement, Licensor shall deliver to Licensee
an appropriate invoice. Except as otherwise provided herein, all
payments due under this clause 5 shall be made within 30 calendar
days.. Unless otherwise agreed, all payments shall be made by wire
remittance in United States Dollars to the account of Licensor set
out in Schedule 4.
5.7 All sums payable under this Agreement shall be free and clear of,
and made without deduction for, any taxes imposed by, or under the
authority of, any Government or public authority except as stated in
clause 5.9.
5.8 During the term of this agreement and for 2 years thereafter,
Licensee shall keep full and accurate books of account and copies of
all documents and other material relating to this Agreement at
Licensee's principal office, which are necessary for a ready
detennination of royalty obligations due by Licensee (collectively
"Account Records"). Licensor, through a certified public accountant
or similar, shall have the right to inspect, such books, documents,
and other materials upon reasonable notice to Licensee during
business hours and to take relevant copies of or extracts from such
books and records. Any information about the business of Licensee
which may be obtained by Licensor as a result of any such inspection
and which does not relate to the Product shall be kept confidential
by Licensor and its authorized representative.
If any inspection reveals that Licensee has failed properly to
account and pay royalties owing to Licensor hereunder, and the
amount of any royalties which Licensee has failed properly to
account for and pay for exceeds five percent (5%) of the royalties
actually accounted for and paid to Licensor for such period,
Licensee shall, in addition to paying Licensor such past due
royalties, reimburse Licensor for its reasonable expenses incurred
in conducting the inspection, together with interest on the overdue
royalty amount at a rate of five percent (5%) per year.
5.9 To the extent necessary to comply with the laws, rules and
regulations of the United States, and any treaties between the
United States and any countries outside the United States in
Territory, Licensee shall be entitled to withhold foreign
withholding taxes at the applicable rate (presumably 10%) set forth
in such treaties payable by Licensor to such relevant tax authority;
provided, however, that within one hundred eighty (180) days after
the date of any payment of such foreign withholding tax withheld by
Licensee in respect of any payment herein, Licensee shall furnish to
Licensor the original or a copy of a receipt evidencing payment
thereof in a form acceptable to the government of the foreign
country or other relevant local tax authority, certifying the fact
that such tax has been duly paid and account to Licensor for its
pro-rata share of such tax credit, if any. Without limiting the
aforesaid, if for any reason Publisher does not withhold such taxes,
then Licensor agrees to pay said taxes within thirty (30) days of
notice from Licensee. If Licensor does not pay said taxes and the
relevant tax authority holds Licensee liable, then Licensee may keep
Licensor's Royalties and/or Advances for said liability and Licensor
agrees to indemnify Licensee for any liability not covered by
Royalties and/or Advances kept by Licensee within thirty (30) days
of Licensee's notice thereof
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6. INTELLECTUAL PROPERTY RIGHTS
6.1 All the Intellectual Property Rights so far as they relate to the
Products or the Licensor's Materials are and shall remain the sole
property of Licensor.
6.2 All the Intellectual Property Rights so far as they relate to any
materials created by Licensee (e.g. Artworks, ads, promotional
materials, translations etc.) shall upon creation vest in Licensee.
6.3 Licensor grants to Licensee a non-exclusive license to use any of
the Intellectual Property Rights in the Territory for the purposes
of exercising its rights and performing its obligations under this
Agreement.
6.4 Licensee may, at its own expense, take all reasonably necessary and
appropriate actions to prevent the unauthorized reproduction or
distribution of the Products in the Territory which come to its
attention and, at the expense of Licensee, may file law suits or
commence other appropriate proceedings against any other third party
which is infringing, within the Territory, any of the Intellectual
Property Rights so far as they relate to the products. Licensee
shall accordingly immediately notify Licensor in regard to any of
the foregoing and shall work in conjunction with Licensor to correct
such infringement. In the event Licensee fails to take any such
actions against third parties within 30 days of notification to
Licensor, then Licensor may, upon written notice to Licensee, itself
take all reasonably necessary and appropriate actions to prevent
such infringement, in which case Licensee will at the expense of
Licensor provide such assistance as Licensor may reasonably request
in relation to any such infringement.
7. OBLIGATIONS OF LICENSOR AND LICENSEE
7.1 Licensee shall have responsibility for the operational items (and
such costs as are associated with them) set out in Schedule 5.
7.2 Licensor undertakes from time to time during the course of this
Agreement, at the request of Licensee, to render to Licensee
technical assistance in connection with the manufacture of the
Product. Licensor shall use its best efforts to solve any technical
support problems.
7.3 Licensee will use at all times its reasonable endeavors to market
and distribute the Product in the Territory provided that, if
Licensor and Licensee jointly determine that the sales life of the
Product has ended, Licensee may terminate all sales, marketing
distribution and other commercial exploitation of that Product upon
written notice to Licensor.
7.4 Licensor shall present to Licensee an official letter from Sega
Japan stating that Licensor has obtained the exclusive rights to the
Products (as listed in this agreement) from Sega Japan for the
territories of North America and Europe. Licensor has the rights
from Sega Japan to sublicense the Product to Licensee (Conspiracy)
for publishing.
7.5 Licensee shall deliver to Licensor 10 sample copies of the Product,
free of Royalty, within and timely manner after release.
7.6 Licensor is fully responsible for paying all advances owed, all
royalties owed and royalty statements to Sega Japan per the
agreement.
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7.7 Licensor shall place or cause to be placed on and in the Product and
it's packaging Artwork and End-user Documentation and shall encode
into the title screen of the Product wording to the effect that they
are published by Licensee and an appropriate copyright notice in
such form, size and location as Licensee shall announce to Licensor
and in accordance with the SCEE Source Book 2 within 10 calendar
days after signature of this Agreement.
7.8 The Product shall be marketed under the names of Licensee and
Licensor together. Licensor grants to Licensee a non-exclusive
royalty free license during the ten, of this Agreement to use any
trade marks owned or controlled by Licensor or licensed to Licensor
in connection with the advertising, promotion and distribution of
the Product. This shall include reproducing such trademarks,
together with Licensee's own trademarks on the packaging, End-user
Documentation and title screen for and on all marketing and
promotional materials relating to all Products.
8. CONFIDENTIALITY
8.1 The parties hereto undertake and agree with each other to keep
confidential at all times during and after expire or termination of
this Agreement and not at any time to disclose, copy, dispose of or
otherwise make use of or permit any person to make use of any
information relating to the technology, technical processes,
business affairs or finances of the other party unless such
information is required to be given by law and in such case the
party providing the information shall notify the other of the
details within seven (7) days of date of such provision.
8.2 In this Clause 8 the "recipient party" shall mean the party
receiving such information. The obligations referred to in this
Clause shall not extend to any information which:
8.2.1 is or shall become generally available to the public otherwise
than by reason of a breach by the recipient party of the
provisions of this Agreement; or
8.2.2 is known to the recipient party and is at its free disposal
prior to its receipt from the other party; or
8.2.3 is independently developed by the recipient party or any
company within its group of companies from time to time
without access to the confidential information disclosed under
this Agreement.
8.3 Each party agrees that this obligation shall continue in force
without limit in point of time notwithstanding the termination of
this Agreement for any reason.
9. TERMINATION
9.1 Either party shall be entitled to terminate this Agreement with
immediate effect by giving written notice of termination to the
other if:
9.1.1 the other commits a material breach of this Agreement which in
the case of a breach capable of remedy shall not have been
remedied within thirty (30) days of the receipt by the other
of a written notice identifying the breach and requiring its
remedy; or
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9.1.2 any payment due by the other party shall be outstanding for
more than 30 business days; or
9.1.3 the other has stopped payment of, or is unable to pay its
debts or being an individual is declared bankrupt; or
9.1.4 the other compounds with or convenes a meeting of its
creditors or some action is taken to terminate its business;
or
9.1.5 the other has a receiver, administrative receiver, liquidator
or provisional liquidator appointed over all or any part of
its assets; or
9.1.6 an event takes place which would entitle the appointment of a
receiver over the assets of the other party or which could
cause any floating charge on its assets to crystallize; or
9.1.7 a petition is presented or an order is made or a resolution is
passed for the winding up of the other party or a meeting is
convened for the purpose of winding it up; or
9.1.8 any event analogous to the events described in Clause 9.1.3 to
9.1.7 shall occur in any jurisdiction in which the other party
is incorporated or resident or carries on business, or if the
other party for any reason ceases to carry on business.
9.2 Licensee shall be entitled to terminate this Agreement with
immediate effect by giving written notice of termination to Licensor
if:
- Licensor fails to deliver the complete Licensor's Materials
and English Final Masters on the dates set out in Schedule 3.
- if the Product concept is rejected by Sony Computer
Entertainment or the Product is not granted approval for
commercial production and release by Sony Computer
Entertainment of Europe on or before as specified in Schedule
3. The termination shall be limited only for the specific
product (sku) not receiving the approval.
- Licensor fails to comply with it's warranties and/or
obligations as stated in clause 11 of this Agreement.
For the avoidance of doubt, any provisions in this clause 9.2 shall deem
being not capable of remedy.
10. CONSEQUENCES OF TERMINATION
10.1 Upon the termination of this Agreement for any reason:
10.1.1 the rights of either party against the other which have
accrued up to the date of termination shall not be affected;
10.1.2 all monies owing to either party shall become immediately due
and payable; 10.1.3 the provisions of clauses 6.2, 8, 10 and
11 shall continue to apply.
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10.2 If Licensee has stocks of or is in the course of production of or
has unfulfilled orders for Product units at the date of termination,
Licensee may only for a period of six months following termination
sell such stocks, continue with such production and sell the
resulting stocks and fulfill such orders on the terms of this
Agreement.
10.3 In the event of a termination under clause 9.2, Licensor has to
refund all payments made by Licensee to Licensor under this
agreement (for the non-approved product) shall be refunded within 30
calendar days after receipt of Licensee's written notice of
termination.
11. WARRANTIES, INDEMNITY AND RELATED OBLIGATIONS
11.1 Either party warrants that it has the full power and authority to
enter into this agreement and to fully perform it's obligations
hereunder.
11.2 Licensor warrants that the Intellectual Property Rights as far as
they relate to the Product, the English Final Master or the
Licensor's Materials are owned legally and beneficially by or are
properly licensed by Licensor. If any of the Intellectual Property
Rights so far as they relate to the Product, the English Final
Master or the Licensor's Materials are owned by third parties,
Licensor confirms that the entry into this Agreement does not give
rise to the breach of any arrangement or agreement with any third
party and that it does not require any such third party's consent.
11.2 In the event of the termination of any license for Licensor to use
or license any third party owned intellectual property rights,
Licensor shall:
11.2.1 immediately notify Licensee of such termination; 11.2.2
reimburse all payments relating to the Product.
11.2.3 indemnify and hold Licensee harmless from any claims, suits,
losses, liability, cost or expense and damage suffered by
Licensee arising out of or connected in any way with such
termination of any license.
11.3 Licensor warrants that the Licensor's Materials and the English
Final Masters shall be free of any material defect such as would
prevent the Product being played on the Platform. In the event of
the Licensor's Materials and/or the English Final Masters containing
a defect for which Licensor is responsible pursuant to this clause
Licensor shall:
11.3.1 reimburse to Licensee the cost of replacing and/or destroying
defective Products;
11.3.2 provide in a timely manner such assistance as is necessary to
remove the defect(s) from the Products, including the
provision of a new English Final Master.
11.3.3 indemnify and hold Licensee harmless from any claims, suits,
losses, liability, cost or expense and damage suffered by
Licensee arising out of or connected in any way with such
defect of the Licensor's Materials and/or the English Final
Masters.
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11.4 Licensor shall be liable for and will indemnify Licensee (together
with its officers, servants and agents) against any and all
liability, losses, damages, costs, legal costs, professional and
other expenses of any nature whatsoever incurred or suffered by
Licensee whether direct, indirect or consequential (including but
without limitation any economic loss or other loss of profits,
business or goodwill) arising out of any dispute or whether
contractual or tortious or other claims or proceedings brought
against Licensee by a third party claiming relief against Licensee
by reason of the manufacture, use, sale or other exploitation of the
Product, the English Final Master or Licensor's Materials by
Licensee insofar as such claims may arise from (i) any breach of
this Agreement by Licensor; (ii) any infringement by the Product,
the English Final Master or the Licensor's Materials of any
intellectual property rights of any third party.
11.5 Limitation of Licensees liability: IN NO EVENT SHALL LICENSEE OR ITS
AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE
LIABLE FOR PROSPECTIVE PROFITS OR ANY SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT
BY LICENSEE, THE USE OF THE PRODUCT, ANY LICENSED SUB-LICENSEE OR
END USERS, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), INDEMNIFY, PRODUCT LIABILITY OR OTHERWISE. IN NO EVENT
SHALL LICENSEE'S LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT
DAMAGES, EXCEED THE TOTAL AMOUNT PAID BY LICENSEE TO LICENSOR UNDER
THIS AGREEMENT.
12. ASSIGNMENT
12.1 Upon approval of Licensor, which shall not be unreasonably withheld,
Licensee may assign, sub-contract and/or sub-license its rights and
obligations, it's benefit's and burdens under this Agreement in
whole or in part, including, but not limited to, the payment of
royalties and providing of royalty reports to Licensor, and such
assignment or assumption of any such rights or obligations may be
done without Licensor's consent.
12.2 This Agreement shall be binding upon the successors and assigns of
the parties hereto and the name of a party appearing herein shall be
deemed to include the names of its successors and assigns provided
always that nothing herein shall permit any assignment by either
party except as expressly provided herein.
13. GOVERNING LAW AND DISPUTES
This Agreement and the Schedules shall be construed in accordance with the
laws of the United States and the State of California applicable to
agreements executed and wholly performed therein. The parties hereto agree
that any dispute arising out of or relating to this Agreement may be
instituted and prosecuted in the courts of competent jurisdiction of the
State of California located in Los Angeles County, and the parties hereto
irrevocably submit to the jurisdiction of said courts and waive any rights
to object to or challenge the appropriateness of said forums. Licensor
hereby agrees to accept service of process pursuant to the notice
provisions hereunder and waives any and all objections to venue,
jurisdiction or service of process.
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14. SURVIAL
Should a provision of this agreement be invalid or become invalid or
should this agreement contain an omission, then the legal effect of the
other provisions shall not thereby be affected. Instead of the invalid
provision a valid provision is deemed to have been agreed upon which comes
closest to what the parties intended commercially; the same applies in the
case of an omission.
15. GENERAL
15.1 This Agreement embodies and sets forth the entire agreement and
understanding of the parties and supersedes all prior oral or
written agreements understandings or arrangements relating to the
subject matter of this Agreement. Neither party shall be entitled to
rely on any agreement, understanding or arrangement which is not
expressly set forth in this Agreement.
15.2 This Agreement shall not be amended, modified, varied or
supplemented except in writing signed by duly authorized
representatives of the parties.
15.3 No failure of either party to exercise, and no delay by it in
exercising, any right, power or remedy in connection with this
Agreement will operate as a waiver of the same, nor will any single
or partial exercise of any such right, power or remedy preclude any
other or further exercise of the same or of any other such right,
power or remedy. Any express waiver of any breach of this Agreement
shall not be deemed to be a waiver of any subsequent breach. The
rights and remedies provided in this Agreement are cumulative and
are not exclusive of any rights or remedies provided by law.
16. NOTICES IN WRITING
16.1 Any notice or other document to be given in connection with or under
this Agreement shall be in writing, in the English language, and
shall be signed by or on behalf of the party giving it (a "Notice").
16.2 A Notice may be served by hand delivery, first class post or express
or other fast postal service or facsimile to the address and
facsimile number set out below for a party or such other address as
the party may from time to time designate by written notice to the
other:
Address of Licensor: Constant Entertainment, LLP
000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xx, Managing Partner
Telephone No.: 000.000.0000
Facsimile No: 408.733.7274
E-Mail: xxxx@xxx.xxx
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Address of Licensee: Conspiracy Entertainment Corp.
000 Xxxxx Xxxxxx Xxxx.
Xxxxx Xxxxxx, XX 00000, XXX
Attention: Xxxxx Xxxxxx, President & CEO
Telephone No.: x0-000-000-0000 Ext. 120
Facsimile No: x0-000-000-0000
E-mail: xxxxx@xxxxxxxxxxxxxxxx.xxx
Agreed to by: Agreed to by:
CONSTANT ENTERTAINMENT CONSPIRACY ENTERTAINMENT CORP.
/s/ Xxxxxx Xx /s/ Xxxxx Xxxxxx
--------------------------- --------------------------------
Xxxxxx Xx, Managing Partner Xxxxx Xxxxxx, President
Date: July 22, 2003 Date: July 21, 2003
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SCHEDULE I THE PRODUCT
TITLE FORMAT LANGUAGE PLATFORM
------------------- ------ -------- ------------------
Phantasy Star Gen 1 PAL English Sony PlayStation 2
Monaco GP PAL English Sony XxxxXxxxxxx 0
Xxxxxxx Xxxx PAL English Sony PlayStation 2
Space Harrier PAL English Sony PlayStation 2
Golden Axe PAL English Sony PlayStation 2
Bonanza Bros PAL English Sony PlayStation 2
Gain Ground PAL English Sony PlayStation 2
Alex Kid PAL English Sony PlayStation 2
Bare Knuckles PAL English Sony PlayStation 2
Phantasy Star 2 PAL English Sony PlayStation 2
Phantasy Star 3 PAL English Sony PlayStation 2
Tanto 3 PAL English Sony PlayStation 2
Virtua Racing PAL English Sony PlayStation 2
Last Bronx PAL English Sony PlayStation 2
SCHEDULE 2 THE TERRITORY
EUROPE AND ALL FURTHER NTSC TERRITORIES AS DEFINED IN THE SONY COMPUTER
ENTERTAINMENT OF EUROPE ("SCEE") 3" PARTY PUBLISHERS AGREEMENT.
SCHEDULE 3
THE LICENSOR'S MATERIALS, DELIVERABLE FINAL MASTERS AND
RESPECTIVE DELIVERY DATES:
English Final Master (PAL format), tested and bug-free meeting SCEE requirements
regarding it's approval for commercial production and release. Such English
Final Master shall be delivered by Licensor to Licensee on or before
Electronic readable End-user Documentation including it's design and layout in
editable form. Such documentation shall be delivered in English language (if not
available: in Japanese) by Licensor to Licensee on or before
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o Electronically readable packaging and label Artwork including texts and
contents in editable form. Such materials shall be delivered in English
language (if not available: in Japanese) by I.Licensor to Licensee on or
before
o Press related materials (in English or Japanese language), e.g. sales
videos, screenshots, sales sheets and any other materials that would be
helpful for Licensee to market the products no later than
SCHEDULE 4 ADVANCE
$60,000 (Sixty Thousand United States Dollars) per each title
$840,000 (eight hundred forty thousand United States Dollars) for all 14
(fourteen titles)
Total Advance across all sku's shall be $840,000 (eight hundred forty thousand
United States Dollars. The advance shall be cross collateralized across all
sku's and the United States territory which is covered in a separate agreement
between the parties.
UNIT ROYALTY
------------
US $1.15 per each unit sold
GUARANTEED UNITS
Advance shall be fully recoupable against the advance
ADVANCE PAYMENT SCHEDULE
30% and/or US$252,000 (two hundred fifty two thousand United States Dollars)
upon signature of this agreement
o 30% of the advance upon concept approval of the each Product by Sony
Computer Entertainment of America. Example: If one product receive concept
approval, the payment shall equal $18,000 (eighteen thousand United States
Dollars). 40% of the advance) upon concept approval of each Product by
Sony Computer Entertainment of America for commercial production.
o For the avoidance of doubt, all advances will be refunded to Licensee by
Licensor if the Product concept is rejected by Sony Computer Entertainment
of Europe and/or the Product is not getting approval for commercial
production and release by Sony Computer Entertainment of Europe of or
before the date as specified in Schedule 3. In the case of non-approval,
any payment already made to Licensor may be offset with any other sku per
the Licensing Agreements with Constant Entertainment & Conspiracy
Entertainment.
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LICENSOR BANK INFORMATION
Bank Name: Bank Of America
Address: 000 X. Xxxxx Xxxx Xxxxxx Xxx Xxxxx, XX
Account No.: 01425-03464
Account Name: Constant Entertainment
SCHEDULE 5
LICENSEE'S OPERATIONAL RESPONSIBILITIES
Marketing, Manufacturing, Distribution, Publishing
SCHEDULE 6 AGREED DETAILS
ITEM CLAUSE DETAILS
----------------- ----------- ------------------------------------------
Term of Agreement Definitions Commencing on the date of signature
till expiration of 48 months after release
of the Product
Option Period Definitions Commencing on the date of signature
till expiration of 24 months after release
of the Product
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