PTN Media
Attn: Xxxxx Xxxxxx
000 X. Xxxxxxxxxx
Xxx Xxxxx, XX 00000
Cloudy Productions Ltd.
United Talent Agency
Attn: Xxxx Xxxxxxxx
0000 Xxxxxxxx Xxxx.
0xx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Re: Amendment to Palm, Inc. - PTN Media Agreement dated October 5, 2000
Dear Xxxxx and Xxxx,
As you know, we have recently been discussing alternative methods to move the
existing inventory of Xxxxxxx Xxxxxxxx Edition Palm Vx handhelds (CS Units)
ordered by PTN Media (PTN) pursuant to a purchase order issued on December 1,
2000 (the "Purchase Order"). The contract Palm, Inc. (Palm) signed with PTN
permits distribution only through the Xxxxxxx Xxxxxxxx web site. Since sales via
that channel have not met our mutual expectations, we all agree it is
appropriate to broaden distribution as more fully set forth below. What follows
is the agreement Palm, PTN and Cloudy Productions Ltd. via United Talent Agency
have made. It if it is consistent with your understanding, please sign the
letter where indicated and fax it back to me.
1. Palm will offer the CS Units directly to U.S. and Canadian customers
via its Store on the Xxxx.xxx website.
2. For a period up to one (1) year from the date hereof unless further
approved by Cloudy Productions, Palm will also make the product
available to its standard distribution channels in both the U.S. and
Canada. It is understood that such channels do not include specialty
fashion. Any use of the name, image or likeness of Xx.Xxxxxxxx in any
packaging, promotional or advertising materials, shall be approved in
advance by Cloudy Productions.
3. Depending on sales, Palm will withhold inventory according to its
standard practices in order to support customer service requests. No
fee (Paragraph 5) shall be due for such units.
4. Palm will pay to PTN the sum of $20.00 for every CS Unit sold and paid
for, net of any returns. The foregoing shall be inclusive of any and
all royalties or fees due to either PTN or Cloudy Productions
(relating to Xx. Xxxxxxxx) for the sales of these units, including any
fees due for the third party software contained on the CS CD. PTN
hereby authorizes and directs such sum to be paid directly to the
order of Cloudy Productions (at the address above), which payment
consists of $10 per unit as cloudy Productions' share of the $20
royalty, and $10 per unit as a partial payment by PTN to Cloudy
Productions on account of PTN's outstanding obligations due to Cloudy
Productions.
5. By signing this letter, both PTN and Cloudy Productions agree that
Palm has full rights and authority to sell the CS Units as set forth
herein. To the extent necessary, PTN and Cloudy Productions hereby
grant such rights to Palm for this limited purpose.
6. PTN will provide to Palm documentation sufficient for Palm to
distribute the software contained in the CS Unit software CD,
including distribution in Canada and via Palm's standard channels.
There will be no charge to Palm for such rights.
7. PTN agrees to indemnify and hold Palm harmless from any claim brought
by any third party arising out of or related to Palm's right to
distribute the CS Unit and CS Unit software CD.
8. To the extent Palm is able to sell the units, PTN will be relieved of
its responsibilities under the Purchase Order placed by PTN for the
units. PTN shall remain obligated for any unsold CS Units. Cloudy
Productions shall have no responsibility with respect thereto.
9. Any unsold units remaining in inventory as of March 30, 2001 may be
reworked by Palm into non-CS Units and sold as such. PTN will pay to
Palm $30.00 per unit to rework such units. Upon payment of the rework
fee, PTN shall be relieved of its responsibilities for such units
under the Purchase Order. If PTN desires to take delivery of any
remaining inventory it will make payment for same prior to March 31,
2001 or Palm may proceed as described without need of notice to PTN.
10. Palm will supply the quantity of CS Units sold by Palm to PTN Media
and Cloudy Productions by March 30, 2001.
This document will serve as an amendment to the Palm, Inc. - PTN Media agreement
dated October 5, 2000, the terms of which shall control except as otherwise
changed herein.
Sincerely,
/s/ Xxxxx Xxxxx
Xxxxx Xxxxx
Xx. Director, OEM Sales
Palm, Inc.
By signing on the attached signature page, each party agrees to the terms set
forth.
Palm, Inc.
----------
Printed Name: Xxxxxx Xxxxx
Title: Sr. Director OEM
Signature: /s/ Xxxxxx Xxxxx
Date: 3-15-01
PTN Media
---------
Printed Name: Xxxxx Xxxxxx
Title: CEO
Signature: /s/ Xxxxx Xxxxxx
Date: 3-15-01
United Talent Agency/for Cloudy Productions Ltd.
------------------------------------------------
Printed Name: Xxxxxx Xxxxxxxx
Title: Director
Signature: /s/ Xxxxxx Xxxxxxxx
Date: 28-Feb-2001
