Exhibit 10.12
ASP License Agreement
This ASP License Agreement ("Agreement") is made by and between cMeRun
Corp. ("cMeRun"), a Delaware corporation having a principal place of business at
Xxx Xxxxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("CMeRun") and Xxxx Publishing, Inc.
an Independent Software Vendor which is a Texas corporation having a principal
place of business at 0000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000-0000 ("ISV").
OVERVIEW
The purpose of this Agreement is to allow cMeRun to host ISV's Software
for the purpose of cMeRun or its resellers ("ASP's") offering an application
service based on the ISV's Software. The parties intend that cMeRun will
implement a solution to offer ISV's applications to end-users. cMeRun will
partner with Resellers to offer an ASP service to the Reseller's subscribers.
cMeRun will host, manage, and run the Software from a remote server facility.
The End User will not download or install the Software to or on his/her device,
but instead will access the ASP Service via an Internet browser with the
Software remaining resident on the cMeRun server.
1. Definitions:
1.1 "End User" means a third party, which is not an affiliate,
subsidiary, or associated entity of cMeRun, that has entered into an
agreement with, or has made any payment to, an ASP by reason of
which such person or entity has become entitled to use the ASP
Service. As noted elsewhere in this Agreement, certain Software is
prohibited for use by schools, colleges or public libraries or by
End Users receiving the ASP Service from an ISP representing the
school, college or public library.
1.2 "ASP Service" means the commercial service which is comprised solely
of the Software, as hosted by CMeRun and made available to Resellers
and End-Users.
1.3 "Software" means the object code version, in any form or format, of
those ISV software products listed in Schedule A attached hereto and
incorporated herein by reference ("Schedule A").
1.4 "Reseller" means any third party with whom cMeRun contracts to
authorize such third party to offer the ASP Service to End Users,
except as restricted in the following sentence. The term "Reseller"
shall not be any an agent, distributor, wholesaler or similar
reseller whose primary (>50%) of their business is selling to
schools, colleges and public libraries. Any and all Resellers shall
incorporate such restriction ("Title not for use by schools,
colleges and public libraries") and display it prominently on the
web page which is used to purchase use of and access the Software.
1.5 "Effective Date" means the date this agreement is signed by both
parties to this Agreement.
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2. Grant of License
2.1. ISV hereby grants to cMeRun, subject to the terms and conditions in
this Agreement, a world-wide (unless otherwise noted on Schedule A),
non-exclusive, and non-transferable license (and any other
permissions necessary) to (i) store the Software in any number of
computers or servers under cMeRun's control and to copy, manipulate
or in any other way use the Software as needed for the purposes of
testing and developing the ASP Service; (ii) contract with Resellers
to allow such Resellers to offer the ASP Service to End Users; and
(iii) market and demonstrate the Software as part of the ASP
Service, and to permit End-Users to access and use the ASP Service
as contemplated hereunder ("Application License"). Notwithstanding,
the license grant for the titles as noted on Schedule A are only
licensed for home use, and specifically not licensed for use by or
in schools, colleges and public libraries.
2.2. cMeRun shall have the sole discretion whether and how to contract
with Resellers.
2.3. Upon written mutual agreement, the parties may from time to time
make modifications to Schedule A.
3. License Fees
3.1. Reporting and Payment. cMeRun will submit to ISV a usage report in
XML and printed format providing a summary accounting of all End
Users to whom cMeRun granted access to the ASP Service during the
previous month ("Usage Report"). The Usage Report will be provided
to ISV in the format identified in Schedule B attached hereto and
incorporated herein by reference ("Schedule B"). The delivery of the
Usage Report and payment of Licensing Fees as defined in Section 3.2
below will be due to ISV by the 45th day following the month for
which usage is being reported.
3.2. Pricing. cMeRun may determine the fees and charges it imposes on End
Users or Resellers at its own discretion. Except as set forth in
Section 3.3 below, cMeRun agrees to pay, in U.S. Dollars, Software
licensing fees to the ISV equal to forty per cent (40%) of the gross
amount of revenue (regardless of whether it is ever collected) (i)
from Reseller for the ASP Service and (ii) from End Users directly
for the ASP Service (the "Licensing Fee").
3.3. Demonstration Usage. ISV recognizes that cMeRun may decide to offer
the Software for demonstration purposes free of charge to Resellers
to allow a Reseller's End Users to try the ASP Service, in which
case ISV will receive no Licensing Fee therefor; provided, however,
that no End User may access any title included in the ASP Service
for demonstration purposes without payment of the Licensing Fee to
ISV by cMeRun more than once in a twelve month period. cMeRun agrees
to use commercially reasonable efforts to ascertain that free access
by End Users does not exceed the once in twelve months limitation
specified above.
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4. Support
4.1. ISV agrees to provide cMeRun with third-level technical support to
provide assistance in dealing with issues generated by the operation
of the Software. ISV's third-level technical support may be accessed
only by cMeRun directly, and not by Resellers or End Users. Both
parties agree to provide one key technical contact for conducting
discussions related to technical issues with the Software.
4.2. ASP's and End Users will be entitled to access any of the ISV's
on-line support resources directly in accordance with ISV's standard
policies and procedures as such may be in effect from time to time.
4.3. ISV will provide cMeRun with a link, if available, to any on-line
support available for Software. ASP's shall have the right to
provide links from their service to the ISV's on-line support sites
at no additional charge to such ASP's or the End Users.
5. Intellectual Property
5.1. Except for the Application License and Trademark License, nothing in
this Agreement shall be deemed to convey any rights in the Software
or ISV Marks to cMeRun.
6. Master Copy
6.1. ISV will provide cMeRun with copies of the Software in electronic
format, making it available either for direct download over the
Internet or by providing it to cMeRun on a "Gold Master" CD of the
Software. ISV will, at no additional charge to cMeRun, provide
cMeRun with any Software updates, which shall be governed under the
terms of this Agreement as if they were included in the original
version of the Software.
7. Reseller Agreements
7.1. cMeRun will develop a form agreement for use between cMeRun and a
Reseller to govern the provision of the ASP Service to such Reseller
and its End Users (the "Reseller Agreement"). Should cMeRun, in its
sole discretion, determine to provide the ASP Service to a Reseller,
cMeRun shall be solely responsible for presenting the Reseller
Agreement to the Reseller and procuring the Reseller's acceptance of
its terms, and shall be solely responsible for monthly xxxxxxxx and
collection of any fees from the Reseller.
8. Trademarks
8.1. ISV hereby grants cMeRun the rights to use those trademarks ("ISV
Marks") set forth on Schedule C, attached hereto and incorporated
herein by reference ("Schedule C"), in conjunction with the ASP
Service or otherwise in accordance with terms of this Agreement
("Trademark License"). cMeRun shall have the right to assign this
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Trademark License to any Resellers upon terms substantially similar
to those in Sections 8.1, 8.3, and 8.4.
8.2. ISV will provide cMeRun with electronic and print copies, as
reasonably requested by cMeRun, of the ISV Marks upon execution of
this Agreement.
8.3. cMeRun agrees not to alter the ISV's trademarks, logos, or copyright
notices or the designs of any of the Software.
8.4. Except for the Trademark License, nothing in this Agreement shall be
deemed to convey any rights in the ISV Marks to cMeRun. cMeRun
acknowledges and agrees that any and all use of the trademarks by
cMeRun hereunder shall inure to the benefit of ISV.
9. Term and Termination
9.1. This Agreement shall commence on the Effective Date identified below
and shall continue in force for an initial term of one (1) year from
the Effective Date. Upon the expiration of this initial term or any
renewal term, this Agreement shall be renewed for additional
one-year terms mutually agreed to in advance by both parties. Either
party may terminate this Agreement by giving the other party written
notice of its intent to terminate this Agreement at least sixty (60)
days prior to any such renewal.
9.2. Either party shall have the right to terminate this Agreement due to
a material breach by the other that is not cured within thirty (30)
days after receipt of written notice of such breach, such notice to
be sent by registered mail.
9.3. Upon termination of this Agreement, cMeRun shall:
9.3.1 immediately cease making the ASP Service available to
Resellers or End Users.
9.3.2 If termination was due to reasons other than a monetary
default, then cMeRun shall be permitted, if necessary under
any Reseller agreements, to continue making the ASP Service
available for a period of time beyond termination, the all
terms of this Agreement other than Section 9.1 shall continue
in full force and effect until such time as the last of such
obligations ceases to exist (the "Extension Period"), so long
as any such Extension Period shall not exceed six (6) months.
9.3.2 upon termination or the expiration of the Extension Period,
immediately remove or otherwise destroy all Software provided
pursuant to this Agreement from its servers or tangible media.
9.3.3 upon termination or the expiration of the Extension Period,
immediately cease to use the ISV Marks under the Trademark License.
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9.3.4 submit, within thirty (30) days of termination or the
expiration of the Extension Period, a final Usage Report reporting
any End User usage up to the date of such termination or expiration
which has not been previously been reported to ISV.
10. Public Announcements
10.1. The parties agree that all press releases related to this Agreement
or the relationship between the parties shall require the approval
of each party. Written consent shall not be unreasonably withheld or
delayed. Within a reasonable period of time following the effective
date of this Agreement, the parties agree to jointly issue a press
release announcing the relationship identified in this Agreement.
11. Audit Rights
11.1. No more frequently than once during any consecutive twelve-month
period, ISV shall have the right, at ISV's expense and with at least
ten (10) days prior written notice to cMeRun, to audit cMeRun's
financial records relating to the calculation of royalties due ISV.
In the event such audit reveals a written accounting to be
deficient, cMeRun shall promptly remit the amount due to ISV. If a
deficit is in excess of ten percent (10%), cMeRun shall reimburse
ISV for the all reasonable costs associated with the audit.
12. Confidentiality
12.1. Confidential Information is that information or know-how identified
as being confidential, or, given the circumstances surrounding
disclosure, should in good faith be treated as confidential. Both
parties agree (i) not to use Confidential Information for any
purpose other than in furtherance of this Agreement,; (ii) not to
disclose, or permit any third party or entity access to,
Confidential Information (or any portion thereof) without prior
written permission of the other party (except such disclosure or
access as is required to perform any obligations under this
Agreement); and (iii) to ensure that any employees or other third
parties who receive access to Confidential Information are advised
of the confidential and proprietary nature thereof and are
prohibited from copying, utilizing or otherwise revealing said
Confidential Information except in furtherance of this Agreement.
Notwithstanding anything herein to the contrary, no obligation or
liability shall accrue under the Agreement for any information that
is (i) available to the public other than by a breach of an
agreement with the disclosing party; (ii) rightfully received from a
third party not in breach of any obligation of confidentiality;
(iii) independently developed by one party without access to the
Confidential Information of the other; (iv) known to the receiving
party at the time of disclosure; or (v) produced in compliance with
applicable law or a court order, upon advise of counsel, provided
that other party is given reasonable notice of such law or order and
an opportunity to attempt to preclude or limit such production.
Without limiting the foregoing, each of the parties agrees to employ
with regard to Confidential
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Information protective procedures which are no less restrictive than
the strictest procedures used by it to protect its own confidential
and proprietary information.
13. Indemnification
13.1. Indemnification by cMeRun. ISV shall have no liability for, and
cMeRun shall defend, hold harmless and indemnify ISV against, any
claim of intellectual property or trade secret infringement or
misappropriation based on (a) cMeRun's combination of the Software
with a program or data not supplied by ISV, if such claim would have
been avoided had such combination not occurred, or (b) use of the
Software in a manner inconsistent with this Agreement; provided that
cMeRun is notified promptly by ISV in writing of any such claim and
has sole control over its defense or settlement, and ISV provides
reasonable assistance (at cMeRun's expense and reasonable request)
in the defense of the same. Notwithstanding the foregoing, cMeRun
shall not make any settlement which in any way affects the rights or
property of ISV without the prior written consent of ISV.
13.2. Indemnification by ISV. ISV warrants that it is the owner of the
Software and to all enhancements and modifications thereto; that it
has the right and authority to grant the rights set forth in Section
2 hereof; and that cMeRun's use of the Software as contemplated by
this Agreement will not infringe any third party's patent,
copyright, trade secret, trademark or other proprietary right. ISV
agrees to indemnify, hold harmless and defend cMeRun from and
against any and all damages, costs, and expenses incurred in
connection with a claim which, if true, would constitute a breach of
this warranty by ISV, or is the result of harmful, malicious, or
grossly negligent acts or omissions of the ISV, provided that ISV is
notified promptly by cMeRun in writing of any claim and has sole
control over its defense or settlement and cMeRun provides
reasonable assistance (at ISV's expense and reasonable request) in
the defense of same.
14. Disclaimer of Warranties
14.1. EXCEPT FOR THE WARRANTY IN SECTION 13.2, NEITHER PARTY MAKES ANY
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF
MERCHANTABILITY.
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15. Limitation and Exclusion of Liability
15.1. THE MAXIMUM COLLECTIVE LIABILITY OF CMERUN, INCLUDING ITS OFFICERS,
DIRECTORS, EMPLOYEES, AND AGENTS, FOR ANY DAMAGES ARISING HEREUNDER
SHALL BE LIMITED SOLELY TO THE AMOUNT PAID BY CMERUN TO ISV
HEREUNDER DURING THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE
ACCRUAL OF CLAIM GIVING RISE TO SUCH DAMAGES.
15.2. The damages recoverable by either party upon a breach of this
Agreement by the other shall be limited to those damages, if any,
that are directly and proximately caused by the breach and that the
non-breaching party was unable to mitigate despite reasonable
efforts to do so. In no event will either party be liable to the
other party for loss of profits, or special, indirect, incidental,
punitive, consequential, or exemplary damages, including but not
limited to damages which may result from business interruption, lost
business revenue or economic loss or any claim by a third party,
including costs or legal expenses, in connection with the supply,
use or performance of the Software or any breach of this Agreement.
The restrictions of this section shall apply without regard to the
nature of the party's claim, the forum in which its claims are
asserted, or prior warnings about the possibility of damages outside
the scope of this section.
16. General Provisions
16.1. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts,
without reference to conflicts of law principles.
16.2. Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter herein
and merges all prior discussions between them. No modification of or
amendment to this Agreement, nor any waiver of any rights under this
Agreement, shall be effective unless in writing and signed by both
parties.
16.3. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed effective when delivered by hand,
confirmed facsimile transmission, or upon receipt when mailed by
registered or certified mail (return receipt requested), postage
prepaid, to the parties at the addresses listed in this Agreement
(or at such other address for a party as shall be specified by like
notice). Notwithstanding this clause, all reporting by cMeRun
described in Section 3.1 of this Agreement may be in electronic
format.
16.4. Independent Contractors. The parties to this Agreement are
independent contractors. Nothing contained in this Agreement shall
be construed to (i) give either party the power to direct or control
the day-to-day activities of the other, (ii) constitute the parties
as partners, joint ventures, co-owners or otherwise as participants
in a joint or common
Confidential Page 7 of 17 Drafted on 9/15/00
undertaking, or (iii) allow either party to create or assume any
obligation on behalf of the other party for any purpose whatsoever.
16.5. Force Majeure. Except for the obligation to make payments,
nonperformance of either party shall be excused to the extent the
performance is rendered impossible by strike, fire, flood,
governmental acts or orders or restrictions, failure of suppliers,
or any other reason where failure to perform is beyond the
reasonable control of and is not caused by the negligence of the
non-performing party.
16.6. Non-assignability and Binding Effect. Neither party shall assign
this Agreement to any third party without the prior written consent
of the other party, provided, however, that the merger or
consolidation of one party into, or the sale of all or substantially
all of the assets of such party to, a third party shall not be
deemed to be an assignment. Subject to the foregoing, this Agreement
shall be binding upon and inure to the benefit of the parties hereto
and their permitted successors and assigns.
16.7. Legal Expenses. The prevailing party in any legal action brought by
one party against the other and arising out of this Agreement shall
be entitled, in addition to any other rights and remedies it may
have, to reimbursement of its expenses, including court costs and
reasonable attorneys' fees.
16.8. Survival. The provisions of Sections 1, 12.1, 13.1, 13.2, 14.1,
15.1, 15.2, 16.1, 16.3, and 16.7 shall survive any terminate of this
Agreement.
16.9. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of
which together shall constitute one instrument.
-------------------------
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date set forth below.
CMeRun Corp. ISV
/s/ Xxxxx X. Xxxxx /s/ Xxxxxxxx Tee
------------------------------------- -------------------------------------
Signature Signature
Xxxxx X. Xxxxx XXXXXXXX TEE
------------------------------------- -------------------------------------
Name (Print) Name (Print)
President C.E.O.
------------------------------------- -------------------------------------
Title (Print) Title (Print)
Effective Date:
---------------------
cMeRun Corp. Information ISV Information
--------------------------------------------------------------------------------
Street address and/or XX Xxx Xxxxxx xxxxxxx xxx/xx X0 Xxx
Xxx Cabot Road 0000 Xxxxxxxx Xxxxxx
--------------------------------------------------------------------------------
City & State/Province City & State/Province
Hudson, MA Dallas, TX
--------------------------------------------------------------------------------
Postal code and Country Postal code and Country
01749, XXX 00000-0000, XXX
--------------------------------------------------------------------------------
Contact name and title Contact name and title
Xxxxx Xxxxxxx, Xxxx Xxxxxxx
Business Development Mgr.
--------------------------------------------------------------------------------
Phone number Phone number
000-000-0000 (000) 000-0000 x000
--------------------------------------------------------------------------------
Fax number Fax number
000-000-0000 (000) 000-0000
--------------------------------------------------------------------------------
E-mail address E-mail address
xxxxxxxx@xxxxxx.xxx xxxx@xxxx.xxx
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Schedule A
Product List and pricing
PRODUCT TITLE Restrictions
MUSIC & ART (39 titles)
Great Composers: Bach, Schumann, Rakhmaninov Home Only
Great Composers: Handel, Chopin, Debussy Home Only
Great Composers: Mozart, Mendelssohn, Xxxxxx Home Only
Great Composers: Beethoven, Grieg, Xxxxxx Home Only
Great Composers: Haydn, Tchaikovsky, Ravel Home Only
Great Composers: Schubert, Brahms, Xxxxxxx Home Only
Fundamentals of Music: Dynamics & Tone Home Only
Fundamentals of Music: Rhythm & Melody Home Only
Music Appreciation: Appreciating the Orchestra Home Only
Music Appreciation: Instruments of the Symphony Orchestra Home Only
Music Appreciation: Making Music: The Symphony Orchestra Home Only
History of Music: Through the Classical Period Home Only
History of Music: Romanticism to Contemporary Home Only
History of Music: The Art of Listening Home Only
History of Music: Music and Culture Home Only
History of Music: American Folk Music Home Only
History of Music: History of Jazz Home Only
Art & Music: The Medieval Era Home Only
Art & Music: The Renaissance Home Only
Art & Music: The Baroque Home Only
Art & Music: The Eighteenth Century Home Only
Art & Music: Romanticism Home Only
Art & Music: Impressionism Home Only
Art & Music: The Twentieth Century Home Only
Art & Music: Surrealism Home Only
History through Art: Ancient Greece Home Only
History through Art: Ancient Rome Home Only
History through Art: The Middle Ages Home Only
History through Art: The Renaissance Home Only
History through Art: The Baroque Home Only
History through Art: The Enlightenment Home Only
History through Art: Romanticism Home Only
History through Art: The Pre-Modem Era Home Only
History through Art: The Twentieth Century Home Only
Native American and Colonial Art Home Only
Native American Rock Art of the Southwest Home Only
Great Works of Art Explained, Part I Home Only
Great Works of Art Explained, Part II Home Only
The Art of Seeing Home Only
LITERATURE (50 titles)
Myths & Legends: Greek Mythology I Home Only
Myths & Legends: Greek Mythology II Home Only
Myths & Legends: The Voyages of Xxxxxxx and Aeneas Home Only
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Myths & Legends: African, Arabic, Celtic, and Norse
Mythologies Home Only
X.X. Xxxxx'x Illustrated Classics: Kidnapped:
Imaginative/Narrative Writing Home Only
X.X. Xxxxx'x Illustrated Classics: Xxxxxxxx Crusoe:
Analytical/Expository Writing Home Only
X.X. Xxxxx'x Illustrated Classics: The Yearling:
Practical/Informative Writing Home Only
X.X. Xxxxx'x Illustrated Classics: Treasure Island:
Sensory/Descriptive Writing Home Only
American Literature: A Literary History: Common Sense--The
Last of the Mohicans Home Only
American Literature: A Literary History: Little Women--The
Call of the Wild Home Only
American Literature: A Literary History: The Jungle--The
Grapes of Wrath Home Only
American Literature: A Literary History: Catch-22--The Color
Purple Home Only
American Literature: Time, Life, & Works of Xxxxxxxxx
Xxxxxxxxx Home Only
American Literature: Time, Life, & Works of Xxxxx Xxxxx
Xxxxxxx Home Only
American Literature: Time, Life, & Works of Xxxx Xxxxxxx Home Only
American Literature: Time, Life, & Works of Xxxxxx Xxxxxxxxx Home Only
British Literature: A Literary History: Beowulf--Hamlet Home Only
British Literature: A Literary History: Paradise
Lost--Ivanhoe Home Only
British Literature: A Literary History: Lyrical
Ballads--Xxxxx Xxxxxx Home Only
British Literature: A Literary History: The War of the
Worlds--Brave New World Home Only
British Literature: Time, Life, & Works of Xxxxxxxx Xxxxxxx Home Only
British Literature: Time, Life, & Works of Xxxxxxx
Xxxxxxxxxxx Home Only
British Literature: Time, Life, & Works of Xxxxxxx
Xxxxxxxxxx Home Only
British Literature: Time, Life, & Works of Xxxxxxx Xxxxxxx Home Only
British Literature: Time, Life, & Works of Xxxxxx Xxxxx Home Only
British Literature: Shakespeare's London Home Only
British Literature: Shakespeare's Theater Home Only
World Literature: The Ancient World--The Renaissance Home Only
World Literature: The Enlightenment--The Twentieth Century Home Only
The Writing Series: From the Classics--Great Themes Home Only
The Writing Series: Short Story Writing Home Only
Women in Literature: Heroines, Sirens, Shrews Home Only
Women in Literature: Novelists, Playwrights, Poets Home Only
Science Fiction and Fantasy Home Only
Literature As Art: Understanding Drama Home Only
Literature As Art: Understanding Short Fiction Home Only
Literature As Art: Understanding Poetry Home Only
Literature As Art: Understanding Biographies Home Only
History through Literature: Civilization & Writing Home Only
History through Literature: Imperialism and Progress Home Only
History through Literature: Industry and Enlightenment Home Only
History through Literature: New Worlds and new Ideas Home Only
History through Literature: Renaissance and Reformation Home Only
History through Literature: Romanticism and Revolution Home Only
History through Literature: The Early 20th Century Home Only
History through Literature: The Early Middle Ages Home Only
History through Literature: The Late 20th Century Home Only
History through Literature: The Late Middle Ages Home Only
History through Literature: The World in Greek Times Home Only
History through Literature: The World in Roman Times Home Only
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SCIENCE (74 titles)
Elementary Science: Animals Home Only
Elementary Science: Plants Home Only
Elementary Science: The Earth Home Only
Elementary Science: The Solar System Home Only
Elementary Science: The Human Body Home Only
Junior Science: Earth's Natural Resources Home Only
Junior Science: Ecology I Home Only
Junior Science: Ecology II Home Only
Junior Science: The Earth Home Only
Junior Science: Understanding Weather and Climate Home Only
Junior Science: The Universe Home Only
Junior Science: Plants & Animals Home Only
Junior Science: Life Science Patterns Home Only
Junior Science: The Oceans Home Only
Junior Science: Introducing Oceanography Home Only
Junior Science: The Amazing Coral Reef Home Only
Junior Science: How Plants are Classified Home Only
Junior Science: Simple Photosynthetic Organisms: From Algae
to Ferns Home Only
Junior Science: Seed Plants: Gymnosperms and Angiosperms Home Only
Junior Science: Introduction to the Microscope Home Only
Junior Science: The Five Senses Home Only
Junior Science: Observing Living Things: Oceans & Home Only
Rainforests
Junior Science: Clouds and What They Mean Home Only
Junior Science: Details of Weather and Climate Home Only
Junior Science: Physical Features of the Earth Home Only
North America
Xxxxx Xxxxxx'x Library of the Universe: Astronomy Only; Home Only
North America
Xxxxx Xxxxxx'x Library of the Universe: Space Exploration Only; Home Only
North America
Xxxxx Xxxxxx'x Library of the Universe: Space Speculation Only; Home Only
North America
Xxxxx Xxxxxx'x Library of the Universe: The Universe Only; Home Only
North America
Xxxxx Xxxxxx'x Library of the Universe: The Solar System Only; Home Only
North America
Xxxxx Xxxxxx'x Library of the Universe: The Inner Planets Only; Home Only
North America
Xxxxx Xxxxxx'x Library of the Universe: The Outer Planets Only; Home Only
What is Science?: What is Science? Home Only
What is Science?: What is Biology? Home Only
What is Science?: What is Earth Science? Home Only
What is Science?: What is Physics? Home Only
What is Science?: What is Chemistry? Home Only
Animal Classification: How Animals Are Classified Home Only
Animal Classification: The Classification of Vertebrates Home Only
Animal Classification: Classification of Simple Organisms
and Invertebrates Home Only
Survey of the Animal Kingdom: Sponges, Anemones, Corals, and
Flatworms
Survey of the Animal Kingdom: Molluscs, Segmented Worms, and
Minor Phyla
Survey of the Animal Kingdom: Insects--Springtails through
Wasps and Bees
Survey of the Animal Kingdom: Noninsect Arthropods and
Echinoderms
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Survey of the Animal Kingdom: Urochordates and Craniata
through Fish
Survey of the Animal Kingdom: Amphibians and Reptiles
Survey of the Animal Kingdom: Birds--Ostriches through
Guinea Fowl
Survey of the Animal Kingdom: Birds--Cranes through
Passerines
Survey of the Animal Kingdom: Mammals--Echidna through
Whales
Survey of the Animal Kingdom: Mammals--Canids through Sheep
Encyclopedia of U.S. Endangered Species
Biological Sciences: The Five Kingdoms of Life Home Only
Biological Sciences: Cell Biology I Home Only
Biological Sciences: Cell Biology II Home Only
Biological Sciences: Biochemistry I Home Only
Biological Sciences: Biochemistry II Home Only
Biological Sciences: Genetics Home Only
Biological Sciences: Heredity Home Only
Biological Sciences: Evolution Home Only
Biological Sciences: Biomes I Home Only
Biological Sciences: Biomes II Home Only
Biological Sciences: Ecosystems Home Only
Biological Sciences: Botany Home Only
Biological Sciences: Plant Anatomy Home Only
Biological Sciences: Introduction to Vertebrates Home Only
Biological Sciences: The Structure of the Cell Home Only
Biological Sciences: The Drama of Reproduction Home Only
Health: Girl to Woman Home Only
Health: Boy to Man Home Only
Health: Labor and Delivery for Teens Home Only
Health: Communicable and Noncommunicable Diseases Home Only
Social Sciences: Psychology, Interactive Edition
Social Sciences: Discovering Psychology
Social Sciences: Discovering Sociology
SOCIAL STUDIES (78 titles)
Elementary U.S. History: Exploring and Colonizing Home Only
Elementary U.S. History: Becoming a Nation Home Only
Elementary U.S. History: Expanding Our Nation Home Only
Elementary U.S. History: Staying One Nation Home Only
American Pioneering Experience: Covered Wagons and Westward
Expansion Home Only
American Pioneering Experience: Xxxxxx Xxxxx and the
American Pioneering Experience Home Only
American Pioneering Experience: Mountain Men and Gold Seekers Home Only
American Pioneering Experience: Ohio Boatmen and the
Pioneering Farmers Home Only
American Pioneering Experience: Old Texas and the Trail
Drivers Home Only
Elementary World History: Cradles of Civilization Home Only
Elementary World History: Exploring Ancient Egypt Home Only
Elementary World History: The Greek and Roman World Home Only
Native American History: The First Americans: The
PaleoIndians Home Only
Native American History: Agricultural Indians of Texas: Past
& Present Home Only
Native American History: From the Plains: Texas Buffalo
Hunters and Warriors Home Only
African American History: The Struggle for Equal Rights Home Only
African American History: The Struggle for Freedom Home Only
African American History: A Cultural Heritage Home Only
Confidential Page 13 of 17 Drafted on 9/15/00
African American History: Leading Black Americans I Home Only
African American History: Leading Black Americans II Home Only
U.S. History: Jacksonian Democracy Home Only
U.S. History: The Civil War--Two Views Home Only
U.S. History: Reconstruction Home Only
U.S. History: The American West Home Only
U.S. History: The Great Depression Home Only
U.S. History: U.S. Government (1783 - 1865) Home Only
U.S. History: U.S. Government (1866 - 1977) Home Only
U.S. History: Foreign Policy (1788 - 1933) Home Only
U.S. History: Foreign Policy (1933 - 1963) Home Only
U.S. History: Social Reform Movements Home Only
U.S. History: Discovering American History
U.S. History: The American Journey, Interactive Edition
U.S. History: Government by the People, Interactive Edition
Encyclopedia of U.S. Postage Stamps
World History: European History: Columbus and the Age of
Discovery Home Only
World History: European History: The Thirty Years' War Home Only
World History: European History: The French Revolution Home Only
World History: European History: The Rise & Fall of the
British Empire Home Only
World History: European History: Imperialism Home Only
World History: European History: The Making of the German
Nation Home Only
World History: European History: The Industrial Revolution Home Only
World History: European History: The Scientific Revolution Home Only
World History: Nineteenth Century: The Napoleonic Era Home Only
World History: Nineteenth Century: Nineteenth-Century
Nationalism Home Only
World History: Nineteenth Century: The 1848 Revolutions Home Only
World History: Nineteenth Century: The Victorian Era Home Only
World History: Nineteenth Century: The Ideas of Xxxx Xxxx Home Only
World History: Twentieth Century: Twentieth-Century
Nationalism Home Only
World History: Twentieth Century: The Russian Revolution Home Only
World History: Twentieth Century: Causes of World War I Home Only
World History: Twentieth Century: Fascist Dictatorships Home Only
World History: Twentieth Century: Causes of World War II Home Only
World History: Twentieth Century: My Brother's Keeper Home Only
World History: The Western Heritage, Interactive Edition
World History: Discovering World History
Crime Collection: World Encyclopedia of Organized Crime
Crime Collection: World Encyclopedia of Con Artists &
Confidence Games
Crime Collection: Encyclopedia of Criminal Language
Crime Collection: World Encyclopedia of 20th Century Murder
Crime Collection: World Encyclopedia of Assassination
Crime Collection: Encyclopedia of Western Lawmen & Outlaws
Crime Collection: Encyclopedia of the JFK Assassination
Religious Studies: Christianity and Civilization Home Only
Religious Studies: Religions of the World Home Only
U.S. Geography: The Land & Its People Home Only
U.S. Geography: Alaska & Hawaii Home Only
U.S. Geography: The Northeast Home Only
U.S. Geography: The Southeast Home Only
Confidential Page 14 of 17 Drafted on 9/15/00
U.S. Geography: Florida: The Sunshine State Home Only
U.S. Geography: The Midwest Home Only
U.S. Geography: The Rockies Home Only
U.S. Geography: The Southwest Home Only
U.S. Geography: The West Home Only
U.S. Geography: Texas: The Lone Star State Home Only
World Geography: Lollipop Dragon Goes Continental Home Only
World Geography: Lollipop Dragon Explores Communities Home Only
World Geography: Maps and Globes: A Thorough Understanding Home Only
REFERENCE (18 titles)
American Concise Encyclopedia
Xxxxxxx-Xxxxxxx'x Dictionary
Xxxxxxx-Xxxxxxx'x Dictionary w/ Thesaurus
Xxxxxxx-Xxxxxxx'x Dictionary w/ Thesaurus & Concise
Encyclopedia
Xxxxxxx-Xxxxxxx'x Intermediate Dictionary
Xxxxxxx-Xxxxxxx'x Intermediate Dictionary w/ Thesaurus
Xxxxxxx-Xxxxxxx'x Intermediate Dictionary w/ Thesaurus &
Concise Encyclopedia
Xxxxxxx-Xxxxxxx'x 10th Collegiate Dictionary
Xxxxxxx-Xxxxxxx'x 10th Collegiate Dictionary w/ Thesaurus
Xxxxxxx-Xxxxxxx'x 10th Collegiate Dictionary w/ Thesaurus &
Concise Encyclopedia
Xxxxxxx-Xxxxxxx'x Biographical Dictionary
Xxxxxxx-Xxxxxxx'x Medical Dictionary
Xxxxxxx-Xxxxxxx'x Encyclopedia of Literature
The Merriam-Reference Reference Library (5 Dictionaries &
Thesaurus)
Library Skills: Using the Almanac Home Only
Library Skills: Using the Atlas Home Only
Library Skills: Using the Dictionary Home Only
Library Skills: Using the Encyclopedia Home Only
SPECIAL INTEREST (5 titles)
Multimedia POWERTALK! w/Xxxx Xxxxxxx & Xxxx Xxxx Xxxxxx
Xx. Xxxxxxxx'x Chess: How to Play Chess
Xx. Xxxxxxxx'x Chess: Chess Game (this not a PowerCD title)
Xx. Xxxxxxxx'x Chess Starter Set
Xxxx Publishing's Complete Multimedia Course for the SAT
(this not a PowerCD title) -2 CD-ROMs
Confidential Page 15 of 17 Drafted on 9/15/00
Schedule B
Reporting Format
CMeRun will provide to ISV a monthly report with the following information in
the format identified in the ASP Licensing Agreement.
o ASP Name
o Month for report
o ISV Part number
o Product description
o Unit price/Royalty rate
o Total number of end users
o Total quantity due to ISV
Confidential Page 16 of 17 Drafted on 9/15/00
Schedule C
ISV MARKS
PowerCD is a registered trademark and American Concise Encyclopedia is a
trademark of Xxxx Publishing, Inc. All other registered trademarks and
trademarks associated with any Software is owned by their respective owners.
Confidential Page 17 of 17 Drafted on 9/15/00
