EXHIBIT 6.11
ALL INFORMATION PROPRIETARY, CONFIDENTIAL & PROPERTY OF TRI SYNERGY, INC.
MANUFACTURER'S REPRESENTATION AGREEMENT
This agreement is by and between Manufacturer: Eduverse Accelerated Learning
Systems, Inc. of the address: 0000 Xxxxxxxx Xxx, Xxxxx 000, Xxxx, Xxxxxx 00000
(hereinafter referred to as "Manufacturer" or "MGS") and TRI SYNERGY, Inc., of
00 Xxxxxxxx Xxx., Xxxxx 000, Xxxxxx, XX 00000 (hereinafter referred to as "TSI
or "Representative"). WHEREAS, Manufacturer is in the business of developing and
manufacturing software for sale to the business community and the general
public;
WHEREAS, Representative is in the business of selling and marketing software to
distributors, reseller and mass merchants, etc.;
WHEREAS, Manufacturer wishes to authorized Representative to sell and market
Manufacturer's software, as defined in Exhibit B.
NOW, THEREFORE, the parties agree as follows:
1. Representation. Manufacturer hereby appoints TSI as it exclusive
Representative and Public Relations Agent for the accounts within the
territories and services defined by, or added to, Exhibit "A" that are
attached hereto and incorporated herewith. Manufacturer and TSI may add
territories and/or products to Exhibit A or B at any time so long as both
parties agree. All additions and deletions are to be in writing, dated and
signed by both parties. Manufacturer agrees and understands that
Representative represents and will continue to represent other
manufacturers or companies who are or may in the future be competitors of
Manufacturer. It is understood by and between the parties hereto that such
representation by Representative of competitors of Manufacturer does not
create any conflict of interest or breach of the terms of the Agreement
between the parties.
2) Representation Responsibilities. TSI is granted the exclusive right to
represent Manufacturer and its products, as specified in Exhibit A, to
software distributors, resellers and mass merchants, etc. ("Customers").
TSI must faithfully represent all products, claims ,pricing and product
viability as specified in writing by Manufacturer. All invoicing, product
shipment, terms, handling, marketing and/or co-op authorization and support
are the sole responsibility of the Manufacturer. TSI shall use its best
efforts and good judgement to realize the highest possible sales for the
products of Manufacturer. When requested by Manufacturer, TSI shall, within
ten (10) business days following any request, submit a report on the
progress of sales activities and sales projections; provided, however, that
Manufacturer shall not make such requests more than one (1) time per
quarter.
3) Commissions, Fees & Expenses. The parties have agreed that commission,
monthly (initialed) fees and expenses as defined by Exhibit A and/or
otherwise described herein will be paid to Representative by Manufacturer
on all orders accepted and delivered by Manufacturer at such times and in
the manner described in Paragraph 5 herein below.
4) Trade Shows and other Expenses. Manufacturer will have the option to
participate in industry trade shows, retail and distributor sales meetings,
entertainment and events with prior written (via fax or email) approval at
a shared rate with other manufacturers. Checks payable for these events
must be received by TSI no later than fourteen (14) days prior to the
event. If Manufacturer requests Representative's participation that
requires travel, Manufacturer shall book and pay for all related expenses
of TSI. Manufacturer will pay for all mailings and freight expenses with
prior written approval. If agreed upon expenses and fees have not been paid
as agreed TSI, reserves the right to deduct such expenses and fees from any
distributor payments made to Manufacturer by TSI.
5) Payment. In the event that Manufacturer is using TSI affiliate for
distribution, commissions due Representative will be deducted from amounts
paid to TSI from Distributors for all products covered by this agreement.
Monthly fees shall be paid by Manufacturer to TSI and shall be received no
later than the 1st (initialed) day of each month in advance. TSI shall not
be required to invoice Manufacturer for any such amounts. If the
Initials Page 1 of 5 Initials
ALL INFORMATION PROPRIETARY, CONFIDENTIAL & PROPERTY OF TRI SYNERGY, INC.
monthly fee payment has not been received by the due date TSI may deduct
monthly fees and unpaid expenses from any payments made to Manufacturer by
TSI as well as any accrued interest and/or late charges (see Paragraph 9).
All checks will be payable to TSI and mailed to 00 Xxxxxxxx Xxx. Xxxxx
#000, Xxxxxx, XX 00000 Attn: Xxxxx Xxxxxxx. Any change to this information
will be made in writing from TSI. In the event that the Manufacturer does
direct billing and distribution, commissions due Representative will be
paid with ten business days of payment received by Manufacturer without the
requirement of delivery of an invoice.
6) Reporting. In the event that the Manufacturer does direct distribution,
Manufacturer agrees to provide Representative with a written report on a
monthly basis, showing in detail the sales made to the accounts covered by
this agreement and commissions owed to Representative. Manufacturer also
agrees simultaneously to provide copies of all invoices, notification of
shipment and purchase orders for the month. This report shall be provided
no later than ten (10) business days after the end of the month.
7) Term & Termination. The term of this agreement shall commence on the date
indicated on the signature lines of this contract for an initial term of
one (1) year, said term shall automatically renew in one (1) year
increments unless written notice is sent by either party, properly
addressed and postage prepaid (via certified mail) ninety (90) days prior
to contract expiration. At any time after month seven (7) if there are not
sufficient funds to deduct the monthly fee, Manufacturer may terminate this
agreement with (30) thirty days written notice with commission payable for
one hundred & eighty (180) days after the date of termination [on all
product shipped and paid for in full prior to the end of 180 days
(Initialed)]. Contract can be terminated or amended at any time with the
written consent of all contract signatories. After an initial period of one
(1) year, this contract can be terminated with ninety (90) days written
notice with commission payable for one hundred & eighty (180) days after
the date of termination [on all product shipped and paid for in full prior
to the end of 180 days (Initialed)].
8) Late Charges and Liquidated Damages. If any amount payable to TSI under
this agreement is not received by TSI within ten days of the date that such
amount becomes first due (the "Due Date"), then such amount (the
"Delinquent Amount") will bear interest from and after the Due Date until
paid at an annual rate of interest equal to 25% (the "Default Rate"). In
addition, Manufacturer will also pay to TSI a late payment
collection-processing fee ("Late Fee") in an amount equal to 25% of the
Delinquent Amount to defray the expense incident to the administration,
processing and collection of the Delinquent Amount. Delinquent Amounts and
that the Late Fee is a reasonable estimate by the parties for the actual
amount of damage which will be incurred by Representative to collect
Delinquent Amounts. From time to time, at the option of Representative, the
Late Fee will be immediately payable when first due or will be added to the
unpaid principal balance.
9) Attorney's Fees. If any arbitration, litigation, action, suit or other
proceeding is instituted to remedy, prevent or obtain relief from a breach
of this agreement in relation or pertaining to a declaration of rights
under this agreement the prevailing party shall be entitled to recovery of
all such party or parties' attorneys' fees incurred in each and every such
action, suit or other proceeding, including any and all appeals or
petitions therefrom. As used in this agreement "attorneys' fees" shall be
deemed to be the full and actual costs of any legal services actually
performed in connection with the matters involved, including those related
to any appeal or the enforcement of any judgment, calculated on the basis
of the usual fee charged by attorneys performing such services, and will
not be limited to "reasonable attorneys' fees" as defined in any statute or
rule of court.
10) Amendments/Waivers. This agreement may be amended, supplemented, modified
or rescinded only through an express written instrument signed by all the
parties or their respective successors and assigns.
11) Counterparts. This agreement may be executed in any number of counterparts,
each of which will be deemed to be an original, but all of which together
will constitute one and the same instrument.
12) Severability. Each provision of this agreement is intended to be severable
and if any term or provision herein is deemed invalid or unenforceable for
any reason, such illegality or invalidity will not affect the validity or
the remainder of this agreement and, intent will be given to the invalid or
unenforceable provision.
13) Entire Representative Agreement. This Representation Agreement, together
with all Exhibits and Addendum contains the entire and complete
understanding among the parties concerning its subject matter
Initials Page 2 of 5 Initials
ALL INFORMATION PROPRIETARY, CONFIDENTIAL & PROPERTY OF TRI SYNERGY, INC.
and all representations, agreements, arrangements and understandings
between the parties, whether oral or written, have been fully merged herein
and are superseded hereby concerning sales, marketing and public relations.
The Distribution Agreement is an entirely separate agreement.
14) Successors. This agreement will be binding upon and inure to the benefit of
the parties and their respective heirs, legatees, legal representatives,
successors and assigns.
15) Arbitration. This agreement will be interpreted in accordance with
Connecticutt law, including all matters of construction, validity,
performance and enforcement, without giving effect to any principles of
conflict of laws. Any dispute or proceeding concerning this agreement will
be resolved by binding arbitration to be held in Norwalk, CT. All parties
waive the right to a trial by jury of any claim or controversy arising
under this agreement. Any party may demand arbitration through written
notice sent by certified mail to the other (an "Arbitration Demand").
Within 15 days after the date that the Arbitration demand is first mailed,
each of the parties will confer to select a mutually acceptable arbitrator
in the state of Connecticut. In the event that neither are able to do so,
then each party shall, within five (5) days following the expiration of
such fifteen (15) day period, select an arbitrator and the two arbitrators,
within five (5) days thereafter, shall select a third arbitrator The venue
for all issues will be the state of Connecticut.
16) Interpretation. The language in all parts of this agreement will be in all
cases construed simply according to its fair meaning and not strictly for
or against any party. Whenever the context requires all words used in the
singular will be construed to have been used in the plural, and vice versa,
and each gender will include any other gender. The captions of the sections
of this agreement are fully incorporated into this agreement by reference.
Unless expressly set forth otherwise herein, all references herein to a
"day," "month" or "year" will be deemed to be a reference to a calendar
day, month or year, as the case may be. No portion of this agreement will
inure to the benefit of any party whatsoever other than the signatories.
All cross-references herein will refer to provisions within this agreement,
and will not be deemed to be references to the overall transaction or to
any other agreement or document.
17) Force Majeure. Neither party shall be liable for any failure to perform
under this Agreement resulting from any case beyond the reasonable control
of that party, including, but not limited to, an act of God; accident;
telephone service provider problem; war; fire; lockout; strike or labor
dispute; riot or civil commotion; act of public enemy; enactment, rule,
order or act of a civil or military authority; or acts or omissions of the
other party.
18) Independent Contractor. Representative is and shall be an independent
contractor. Nothing herein contained in this Agreement shall be construed
so as to create a partnership or joint venture and neither party hereto
shall be liable for the debts or obligations of the other. No employee of
Representative shall be deemed to be an employee of the Manufacturer. The
Manufacturer shall not have the power to hire or fire employees and, except
as expressly provided herein, the Manufacturer may not control or have
access to Representative funds or the expenditure thereof, or in any other
way exercised dominion or control over Representative's business.
IN WITNESS WHEREOF, the parties signing below are legally authorized to and have
elected to execute this agreement as of the date filled in below:
Manufacturer: Eduverse Accelerated Representative: TRI SYNERGY, Inc.
Learning Systems, Inc.
By: Xxxx Xxxx By: Xxxxx Xxxx Xxxxxxx
Signature: X /s/ Xxxx Xxxx Signature: X /s/ Xxxxx Xxxx Xxxxxxx
Title: President & CEO Title: President & CEO
Date: March 1, 1999 Date: March 1, 1999
Initials Page 3 of 5 Initials
ALL INFORMATION PROPRIETARY, CONFIDENTIAL & PROPERTY OF TRI SYNERGY, INC.
Exhibit A
Territory, Accounts, and Commissions
1. Contract Territory. U.S. and Canada.
2. Accounts. Commission will be paid to Tri Synergy, Inc. for all sales
through Navarre and all other distributors or retailers or other accounts
added by name and in writing (or via email) to this Exhibit by both
parties.
3. Commissions and Fees. The parties have agreed that Manufacturer will pay
commissions to Tri Synergy, Inc. on all paid invoices for all sales on a
gross basis.
4. Commission. Commissions of 10% of gross sales will be paid to Tri Synergy,
Inc. on paid invoices for gross sales on all orders accepted and delivered
by Manufacturer, Manufacturer will pay these commission on gross sales with
no deductions whatsoever. Any exclusion to this commission structure will
be made in writing, signed and agreed to by both parties and make part of
Exhibit A. Minimum commissions will be paid of $2.00 per box or $1.00 per
jewel case when normal 10% commission rate is lower than these amounts.
5. Monthly Sales, Marketing and Public Relations Fees and Expenses. A monthly
consulting and public relations fee will be paid to Tri Synergy, Inc. as
defined in Exhibit C in addition to the commissions and expenses. It is
further agreed that once Publisher has more than one title the monthly fee
will be raised to $5000 (five thousand dollars) with the start date to be
mutually acceptable for this increase. This fee for months #4,5 and 6 shall
be paid in advance each month and shall be received by the Boston office of
Tri Synergy, Inc. no later than the 1st day of each month with the first
payment due on the execution date of this Agreement. This monthly fee shall
be paid automatically and not require any invoicing by Tri Synergy, Inc.
Beginning with the seventh month and providing there is sufficient payable
invoices through Distribution (Navarre) the monthly fee shall be deducted
from monies paid from TSI to Eduverse. If during any subsequent month there
are not sufficient funds to deduct the monthly fee, Eduverse agrees to
revert back to the original payment agreement. All sales, marketing and
public relations expenses including but not limited to: mailings,
entertainment, travel, fax broadcasts, wire broadcasts, mileage,
transportation, meals and lodging will be reimbursed or prepaid by
Manufacturer. For reimbursement of expenses, TSI must submit to
Manufacturer an invoice and an expense report including copies of receipts
or credit card statements (cash expenses will not require a receipt),
meeting description and purpose of the trip and a copy of the written or
email pre-approval authorization for the expense. Approximate expense costs
will be submitted for pre-approval in writing or via email to Manufacturer.
It is understood that the approximation is not an exact figure and the
actual expensed amount may be higher or lower than the approximation and
that Manufacturer will pay the actual amount of the expenses incurred. All
pre-approved expenses shall be paid within ten days of invoice. Trade show
fees agreed to in writing or via email shall be paid fourteen days in
advance and require no expense report. Press Tours shall be prepaid at a
rate of $500 (five hundred dollars) per day in addition to airline tickets
and transportation to and from airport and hotel. The $500 per day fee
shall commence on the date of departure to destination city and shall be
paid through the date of departure/return.
6. All payments in relation to this contract will be made in US Dollars.
7. Any and all expenses shall be pre-approved if done so via email, certified
mail, fax or prepayment.
8. Either party can cancel this contract if TSI fails to deliver purchase
orders equal to at least 1000 units within 120 days from product mailing
date.
Initials Page 4 of 5 Initials
ALL INFORMATION PROPRIETARY, CONFIDENTIAL & PROPERTY OF TRI SYNERGY, INC.
Exhibit B
Product List
Manufacturer hereby authorizes Representative as exclusive agent in the
Territory as defined in Exhibit A of this Manufacturer's Representation
Agreement to sell and market all current and future software product(s). The
following software product(s), and the platform that they are available on, are
being made available to Tri Synergy, Inc. to market and sell by the terms listed
in this Manufacturer's Representation Agreement and the Exhibits hereto. All
other Manufacturer's titles will be automatically added to this list and
additions do not need to be made in writing to be commissionable.
All titles released by Manufacturer within the term of this contract will be
included in this contract. Initial titles will be:
CD ROM/ 3.5
ENGLISH Pro 6.2 Shrink Wrapped Product
Initials Page 5 of 5 Initials
ALL INFORMATION PROPRIETARY, CONFIDENTIAL & PROPERTY OF TRI SYNERGY, INC.
Exhibit C
Monthly fee payment schedule:
-------------------- ------------ --------------------
Prepaid Payment out of
Period / Date Payment Sell Through
-------------------- ------------ --------------------
Month 1 $4,000 $3,000
-------------------- ------------ --------------------
Month 2 $0 $3,000
-------------------- ------------ --------------------
Month 3 $2,000 $3,000
-------------------- ------------ --------------------
Month 4 $4,000 $0
-------------------- ------------ --------------------
Month 5 $4,000 $0
-------------------- ------------ --------------------
Month 6 $4,000 $0
-------------------- ------------ --------------------
Month 7 $0 $4,000
-------------------- ------------ --------------------
Month 8 $0 $4,000
-------------------- ------------ --------------------
Month 9 $0 $4,000
-------------------- ------------ --------------------
Month 10 $0 $4,000
-------------------- ------------ --------------------
Month 11 $0 $4,000
-------------------- ------------ --------------------
Month 12 * $0 $4,000
-------------------- ------------ --------------------
* All subsequent months will be at the month 12 rate unless some new rate
applies. Per Exhibit A, once Eduverse has more than one title for TSI to
represent the monthly rate increases to $5000. All funds are USD.
Initials Page 6 of 5 Initials
ALL INFORMATION PROPRIETARY, CONFIDENTIAL & PROPERTY OF TRI SYNERGY, INC.
TSI Distribution Agreement
By and Between
Tri Synergy, Inc. (Hereafter known as TSI or Representative) of
00 Xxxxxxxx Xxx., Xxxxx 000
Xxxxxx, XX 00000
And
Eduverse Accelerated Learning Systems, Inc. (Hereafter known as Manufacturer) of
0000 Xxxxxxxx Xxx, Xxxxx 000
Xxxx, Xxxxxx 00000
For Distribution through Navarre Corporation (Hereafter known as Distributor/s)
1) Fees and Commissions. This agreement will confirm that Manufacturer agrees
to pay TSI an initial fee of $1000.00 (one thousand dollars) per product,
per distributor, once distributor is approved in writing by Manufacturer,
in addition to a 15% (fifteen percent) commission on gross sales as defined
herein for arranging the distribution of products (See Attachment A)
through Distributor. Manufacturer agrees to pay an initial fee of $1000.00
for each product. The initial fee of $1000 per product shall be prepaid
upon contract execution or the addition of each new product, as applicable.
Manufacturer understands and acknowledges that the distribution fee and the
distribution commissions are entirely separate from the sales commissions
and fees as contained in the Manufacturer's Representation Agreement. In
the event that Manufacturer chooses to distribute to Xxxxxx through TSI a
fee of $1000 per month shall be paid in advance by Manufacturer to Xxxxxx.
The commission percentage is applied to "gross sales" which, for the
purpose of this Agreement shall be defined as the wholesale price to the
Distributor and shall be paid on all product shipped on a gross basis. It
is in addition to all other deductions and from time to time may request
additional percentage discounts and/or marketing allowances for specific
retailers. Once approved in writing by the Manufacturer all contract
deductions and marketing requests will be the sole responsibility of the
Manufacturer and are in addition to the initial fees and the commission.
2) Purchase Orders and Freight. Distributor will issue purchase orders to TSI
and TSI will forward via fax to Manufacturer. Manufacturer will then
initial and return the purchase order via fax to TSI (000) 000-0000 Attn.:
Xxxxx Xxxxxxx. Manufacturer is responsible for all freight charges.
Manufacturer shall follow attached Distributor Routing Guide(s). All
purchase orders must be shipped freight prepaid by Manufacturer (F.O.B.
destination) and must be received by the due date referenced on the
purchase order. A packing list showing Distributor purchase order number,
quantity ordered, quantity shipped and a detailed identification of the
products must accompany all shipments. Any violation of Distributor Routing
Guide (attached) or inaccuracy of freight or date of receipt will result in
penalties and/or charges by Distributor and will be the sole responsibility
of the Manufacturer. Manufacturer shall furnish to TSI proof of delivery of
each shipment along with a copy of the applicable purchase order within ten
(10) business days following the date of shipment.
3) Product Submission Forms. Upon the request of TSI Manufacturer will fill
out a Product Submission Form for each product with UPC code, dimensions,
weight and case pack quantity. Any violation or inaccuracy of these items
will result in penalties and/or charges by Distributor and will be the sole
responsibility of the Manufacturer. Once a Product Submission Form is
submitted to TSI by Manufacturer said product will be considered added to
the Attachment A, Product List and all Agreement terms apply.
4) Returns. In the event of any returns by customers or retailers of any
defective or incomplete products under this agreement TSI shall deduct a
$1.25 handling fee per product returned. Manufacturer is responsible for
all return freight for all returned product in addition to the returns
handling fee.
Confidential Page 1 02/23/99
5) Payments. All Distributor and Retail deductions will be in turn deducted
from payments to Manufacturer. All TSI Distributor contracts have Net 60
terms. Manufacturer acknowledges that these are the contractual terms and
not the actual payment terms. Actual payment terms depend on multiple
variables such as: sales, placement, cash flow, history and season. TSI
will remit payment (less TSI commission, price protections, returns,
defectives, Distributor contract deductions and Retail marketing, co-op,
rebated and contractual deductions) to Manufacturer within ten business
days of receipt of payment from Distributor. No funds are due Manufacturer
unless Distributor makes payment to TSI.
6) Contact. Manufacturer agrees to have no direct contact with Distributor and
to direct all questions to TSI.
7) Factoring. Manufacturer agrees not to factor TSI, Navarre, Xxxxxx or GT
invoices or purchase orders without the express written consent of TSI.
8) Advertising & Marketing. Manufacturer is responsible for all advertising
and/or marketing costs involved with Distribution and sale of their
products. All Retail marketing approved by Manufacturer must be paid in
advance by Manufacturer unless otherwise agreed to in writing by TSI.
Manufacturer will supply TSI and/or Distributor with promotional samples at
no charge as requested by TSI.
9) Technical Support. Manufacturer recognizes and agrees to provide the
customers and retailers with technical support at Manufacturers expense.
10) Distributor Bankruptcy. In the event that a Distributor or Retailer should
declare any type of bankruptcy, TSI is indemnified and held harmless by
Manufacturer. TSI is only required to pay Manufacturer on invoices paid by
Distributor to TSI. If invoices are uncollected or uncollectable due to
insolvency or bankruptcy of distributor, TSI is released from all financial
obligations on effected invoices. However, monies or a portion of monies
are still due if any bankruptcy settlement is made in the future with
appropriate percentage discounts applied. TSI will make best efforts to
file claims and to collect on outstanding invoices as are permitted under
applicable bankruptcy laws.
11) End User Claims. Manufacturer shall have sole and exclusive responsibility
for the intellectual content of the Product. Manufacturer shall defend,
indemnify and hold harmless TSI from and against any and all claims,
demands, actions, suits and liabilities, including attorney fees,
arbitration or court costs, arising out of the intellectual content of the
Product as it appears on the CD ROM or other media as delivered to TSI or
its customers from the Manufacturer. Manufacturer shall have sole and
exclusive responsibility for the quality, merchantability and fitness of
the physical Product including but not limited to the software.
Manufacturer shall defend, indemnify and hold harmless TSI from and against
any and all claims, demands, actions, suits and liabilities, including
attorney fees, arbitration or court costs, arising out of any Product
defect or omission in the computer program or documentation.
12) Indemnity, Warranty and Infringement of Proprietary Rights. Manufacturer
warrants and represents that it owns all proprietary rights to, or is
otherwise entitled to grant the licenses and rights for all of the matters
covered under this agreement. Manufacturer shall defend, indemnify and hold
harmless TSI from and against any and all claims, demands, actions, suits
and liabilities, including attorney fees and arbitration or court costs,
arising out of any assertion that any proprietary interest licensed under
this agreement infringes upon the proprietary interest of another relating
to distributed Product.
Manufacturer or its agent shall immediately notify TSI of any "bugs" or
other program errors, which comes to its attention.
13) Partial Invalidity. If any term or provision of this Agreement or the
application thereof of any person or circumstance shall to any extent be
held invalid or unenforceable, the remainder of this Agreement
Confidential Page 2 02/23/99
or the application of such term or provision to such person or
circumstances other than those to which it has been held unenforceable
shall not be affected thereby, and each term and provision of this
Agreement shall be valid and enforced to the fullest extent of the law.
14) Independent Business. Nothing contained herein shall be deemed or construed
as creating a joint venture or partnership by and between the parties.
15) Attorneys' Fees. In any action between the parties to enforce any of the
terms of this Agreement or any other contract relating to this Agreement,
the prevailing party shall be entitled to recover costs and expenses,
including reasonable attorneys' fees.
16) Entire Agreement for Distribution. This Distribution Agreement,
incorporating "Attachment A" and any subsequent duly authorized
addendum(s), is the entire agreement of the parties. Any modification shall
be in writing signed by both parties. The un-enforceability of any
provision(s) of this agreement shall not invalidate the remaining
provisions of this agreement. Either parties without the written consent of
both parties may not assign this Agreement. Any assignment by either party
without the other party's consent shall be void. This contract is for
Distribution only; the Sales contract is entirely separate.
17) Arbitration. If at any time during the term of this Agreement any dispute,
difference, or disagreement shall arise upon or in respect of the
Agreement, and/or the meaning and construction hereof, every such dispute,
difference, and disagreement shall be referred to a single arbiter agreed
upon by the parties, or if no single arbiter can be agreed upon, an arbiter
or arbiters shall be selected in accordance with the rules of the American
Arbitration Association and such dispute, difference, or disagreement shall
be settled by arbitration in accordance with the then prevailing commercial
rules of the American Arbitration Association, and judgment upon the award
rendered by the arbiter may be entered in any court having jurisdiction
thereof. This Agreement shall be governed by and construed in accordance
with the laws of the State of Connecticut. The parties hereto consent to
the jurisdiction and venue of the State of Connecticut and the County of
Fairfield, Connecticut.
18) Term and Termination of Agreement. This term of this Agreement is for one
(1) year and will automatically renew on an annual basis on the anniversary
date unless either party gives 90 (ninety) day written notice. The
Agreement can only be terminated during the initial one-year period if both
the Manufacturer and TSI agree in writing.
19) Notice. Any notice provided for in this agreement shall be in writing, sent
by certified or registered mail to the address of the party reflected in
this, or to such other address for which notice is given under this
agreement. If sent by mail, notice shall be effective upon receipt.
20) Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which taken together
shall constitute one of the same instrument. This Agreement may be executed
by telecopied or faxed signatures with the same effect as original
signatures.
I have read this agreement and agree to abide by its terms and conditions:
Manufacturer: Eduverse Accelerated Tri Synergy, Inc.
Learning Systems, Inc.
Signature: /s/ Xxxx Xxxx Signature: /s/ Xxxxx Xxxxxxx
-------------------------- ---------------------
Hereunto duly authorized Hereunto duly authorized
Print Name: Xxxx Xxxx Print Name: Xxxxx Xxxxxxx
Title: President & CEO Title: President & CEO
Date: March 1, 1999 Date: March 1, 1999
Confidential Page 3 02/23/99
Attachment A
Distribution contract product list:
ENGLISH Pro 6.2 Shrink Wrapped Product
Confidential Page 4 02/23/99
