EXHIBIT 10.4
DISTRIBUTION AGREEMENT
REALITY INTERACTIVE AND FUTUREMEDIA PLC
________________________________________________________________________________
THIS AGREEMENT is made on July 12, 1996
BETWEEN Reality Interactive, Inc. a public company, incorporated in Minnesota
and having its registered office at 00000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxx
Xxxxxxx XX 00000 and whose principal place of business is at 00000 Xxxx 00xx
Xxxxxx, Xxxxx 000, Xxxx Xxxxxxx XX 00000 (the "Company"), which expression where
the context so requires shall include its successors and assigns,
AND Futuremedia PLC, a public company registered in England and having its
registered office at Media House, Arundel Road, Walberton, Arundel, West Sussex,
XX00 0XX, and whose principal place of business is at Media Xxxxx, Xxxxxxx Xxxx,
Xxxxxxxxx, Xxxxxxx, Xxxx Xxxxxx, XX00 0XX (the "Distributor"),
WHEREBY IT IS AGREED as follows:
1 APPOINTMENT
The Company hereby appoints the Distributor (and the Distributor hereby
accepts the appointment) as its non-exclusive distributor in the territory
described in Schedule A hereto (the "Territory") for the promotion,
marketing and distribution of the products more particularly described in
Schedule B-1 hereto (the "Products"). Distributor shall have the right to
name and license resellers to distribute the Products as long as
Distributor and such reseller execute a distribution agreement in
substantially the same form as this Agreement.
If Distributor meets the revenue targets more particularly described in
Schedule G hereto (the Distributor Discount Schedule), Distributor can
convert its nonexclusive appointment into an exclusive appointment for
calendar year 1997. If such revenue targets are not met by Distributor then
the appointment for calendar year 1997 shall remain as a nonexclusive
appointment subject to termination in accordance with Clauses 2, 7 or 11.
Localization issues, if any, shall be covered in Schedule B-2.
2 PERIOD
Subject to the terms and conditions of the Agreement, this Agreement shall
continue in force until December 31, 1997 from the Effective Date of this
Agreement but subject to earlier termination in accordance with Clause 7 or
Clause 11.
This Agreement shall automatically continue after the end of the said
initial period for successive annual terms provided the parties agree to
an annual revision of the Business Plan attached as Schedule C on or before
December 31 preceding the renewal term, unless terminated by either party
by giving to the other not less than six months prior notice to expire at
the end of the said initial period or prior to the expiration of any
subsequent annual renewal term.
3 DISTRIBUTOR'S OBLIGATIONS
The Distributor agrees with the Company:
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(a) To use its reasonable endeavours to promote, market and distribute the
Products in the Territory as part of the Distributor's range of interactive
multimedia products as more particularly described in the Business Plan
attached as Schedule C:
(i) To devote sufficient time, energy and expertise to market,
supply, deliver, install, set-up, commission, instruct
customers in the use of, provide contractual field support,
warranties and help-line facilities for the Products;
(ii) To permit an audit of all records relating to revenues and
collections derived from the sale of Products;
(iii) Not to undertake representation of any software system which
may be competitive to or dilute efforts in the marketing etc
of the Products..
(b) To give the Company, upon the signing of this Agreement and calendar
monthly thereafter during the term of this Agreement, (1) a written but
non-binding forecast outlining the quantities of Products that the
Distributor proposes to sell during the next calendar month in the format
attached as Schedule D-1; (2) a written but non-binding forecast outlining
the quantities of Products that the Distributor proposes to sell during the
next 6 months in the format attached as Schedule D-2; and (3) a written
marketing report outlining Distributor's activities in the preceding month
and proposed activities for the subsequent month as well as other relevant
marketing information in the format attached as Schedule D-3. .
(c) To supply the Products at prices agreed with the Company, and to pay a
royalty based on a percentage of sales revenues received by the Distributor
as detailed in the Business Plan attached as Schedule C.
(d) Not in any manner to pledge the credit of the Company or to receive any
money on behalf of the Company and not to make any warranty or other
representation regarding the Products other than as authorised by the
Company in writing from time to time.
(e) Upon the termination of this Agreement for any reason to return to the
Company and at the cost of the Distributor all materials supplied to the
Distributor by the Company relating to the Products including all magnetic
and optical materials embodying or containing the Products, and all
documentation forming part of or relating to or concerning the Products,
except that the Distributor shall be able to retail stocks of Products then
held or on order together with related documentation.
(f) Not to modify, amend or in any other way interfere with the Products or
any names, notices or copyright marks which may appear therein except as
may be required to correct errors which may appear in the textual material
associated with or forming a part of the Products from time to time, and in
the event such an alteration is made to notify the Company of the
alteration promptly.
(g) To co-operate with the Company or its nominees in the instruction and
training of the employees of the Distributor in connection with (i) the
procedures necessary to enable them to comply with the requirements of this
Agreement, and (ii) the operation and use of the Products. Distributor
shall be required, at its own expense, to have a person responsible for
customer support attend training on Company's Products for the purposes of
performing customer support. What constitutes "training" for this Clause
shall be agreed to between the parties.
(h) Not without written authority from the Company to copy or reproduce the
Products or any part thereof and upon the termination of this Agreement to
return to the Company and at cost of the Company all brochures, pamphlets
and materials supplied to the Distributor by the Company relating to the
Products.
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(i) Not to modify, amend or in any other way interfere with the Products or
any names, notices or copyright marks which may appear thereon except as
may be required to correct errors which may appear in the textual material
associated with or forming a part of the Products from time to time, and in
the event such alteration is made to notify the Company of the alteration
promptly.
(j) To supply the Company with reseller and customer information as
reasonably requested by the Company including a complete list of registered
customers with all essential contact information.
(k) To be responsible for and obtain any license, permits or other such
legal or regulatory requirements for importing the Products into the
Territory.
4 COMPANY'S OBLIGATIONS
The Company agrees with the Distributor:
(a) To supply the Distributor with such information, know-how and technical
data concerned with the Products as is reasonably necessary or appropriate,
in the opinion of the Company, to the Distributor's activities in supplying
the Products in the Territory and which shall come into the Company's
possession or control and which the Company is free to disclose.
(b) In the Company's sole discretion, to make its sales and technical
support personnel (or those of its nominees) available to the Distributor
by telephone or otherwise.
(c) To give serious consideration to any modifications to the Products
suggested by the Distributor without being under any obligation to
incorporate any such modifications into the Products.
(d) To supply the Distributor with examples in English of publicity
materials, catalogues and price lists available to the Company from time to
time as the Distributor shall reasonably require and the Distributor shall
be entitled to reproduce the same or parts thereof in its own publicity and
other materials.
(e) Upon termination of this Agreement for any reason, the Company shall if
so required by the Distributor fulfill any orders for the Product from the
Distributor outstanding at the date of termination.
5 SHIPPING, CUSTOMS, TITLE, LIMITATION, WARRANTIES
(a) Risk of loss or damage to the Products shall pass to the Distributor
upon delivery to the carrier as specified by Distributor. Company will not
ship orders without Distributor's delivery and carrier instructions.
Distributor shall be responsible for cost of shipping any ordered Products.
Order procedures, payment procedures and payment terms shall be more
particularly described in Schedule
(b) The Company hereby excludes to the maximum extent permitted by law any
liability arising in tort, contract or otherwise for:
(i) Consequential loss or damage caused by or arising out of the use
of the Products or occurring in respect of the Products;
(ii) Loss, injury or damage due to fair wear and tear, or to negligent
or improper installation, use, maintenance, storage or handling of the
Products on the part of any person, firm or company other than the
Company and its employees.
(c) Under no circumstances shall either party be liable to the other for
any damages in excess of the aggregate amount of purchases that have
exchanged between the parties under this Agreement.
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(d) Company authorises Distributor to pass through to its customers the
standard warranties as set forth in its standard license agreement attached
as Schedule E. All such warranty claims shall be made promptly in writing
and shall state the nature and details of the claim, the date the cause of
the claim was first observed and the registration number of the Products
concerned. All such warranty claims must be received by Company not later
than 15 days after the expiration of the warranty period for such customer
as provided to customer in Company's standard license Agreement. Company
shall have no obligations to Distributor or Distributor's resellers or
customers under this Clause if (1) the Products have not been properly
installed, used or maintained in accordance with Company's product
documentation; (2) the Products have been modified in any manner or are
used or combined with other products not supplied by Company and without
the prior written consent of Company; or (3) The Products have been
distributed to a customer with any warranties or representations oral or
written, made by Distributor beyond those expressly set forth in Company's
standard license agreement (Schedule E).
e. THE WARRANTIES SET FORTH IN THIS CLAUSE AND IN COMPANY'S STANDARD
LICENSE AGREEMENT, SCHEDULE E ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED BY COMPANY, INCLUDING
WITHOUT LIMITATION ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE AND ALL OBLIGATIONS OR LIABILITIES ON THE PART OF
COMPANY ARISING OUT OF OR IN CONNECTION WITH THE DISTRIBUTION, USE, REPAIR
OR PERFORMANCE OF THE PRODUCTS.
(f) THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY AND ALL WARRANTIES
AND THE SOLE REMEDIES FOR COMPANY'S LIABILITY OF ANY KIND (INCLUDING
LIABILITY FOR NEGLIGENCE OR PRODUCTS LIABILITY) WITH RESPECT TO THE
PRODUCTS AND SERVICES COVERED BY THIS AGREEMENT AND ALL OTHER PERFORMANCE
BY COMPANY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE REMEDIES PROVIDED
IN COMPANY'S STANDARD LICENSE AGREEMENT , ATTACHED HERETO AS SCHEDULE E.
6 INTELLECTUAL PROPERTY RIGHTS
(a) The Distributor shall have no right, title or interest in any patent
related to the Products or any trade xxxx or name used in connection with
the Products, or the copyright in the Products or in any drawing,
specification or other document relating to the Products except as provided
in this Agreement and the Distributor agrees to enter into at the Company's
expense such license agreements in respect of such rights and interest as
the Company may reasonably request from time to time, and to cease any and
all use of such rights upon termination of this Agreement whatever the
cause or reason for such termination, except to the extent necessary to
enable the Distributor to dispose of any stocks of Products then remaining
or on order.
(b) The Company warrants the Company has all necessary rights to enable the
Company to enter into this Agreement and to grant to the Distributor the
distribution and other rights contained in this Agreement.
(c) The Company has no actual knowledge of any present claim by any third
party that the Products infringe any patents, registered designs, trade
marks, copyright or similar rights existing or registered in any of the
countries in the Territory.
7 TERMINATION
(a) This Agreement shall terminate upon expiry of any notice given under
Clause 2.
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(b) Without prejudice to any other remedy that may be available for the
breach or nonperformance of any of the obligations herein contained, either
party shall be entitled immediately to terminate this Agreement forthwith
without compensation by notice to the other if the other shall:
(i) Commit a breach of any of its obligations hereunder and shall not
remedy such breach (if the same is capable of remedy) within thirty
(30) days of being required to do so by notice;
(ii) Pass a resolution, or have an order made, for its winding-up
(except for the purpose of and followed by an amalgamation or
reconstruction).
8 FORCE MAJEURE
The Company shall not be liable to the Distributor for any loss or damage
which may be suffered by the Distributor as a direct or indirect result of
the supply of the Products by the Company being prevented, hindered or
delayed, and the Distributor shall not be liable to the Company in respect
of any delay or failure by the Distributor in carrying out any of its
obligations hereunder, in either case by reason of war, riot, civil
disturbance, act of God, strike, lock-out, trade dispute or labour
disturbance, accident, breakdown of plant or machinery, fire, flood,
difficulty in obtaining workmen, materials or transport or any other
circumstances whatsoever outside the control of the party concerned.
9 MISCELLANEOUS
(a) This Agreement is personal to the Distributor who shall not assign or
transfer to any other person, form or company any of its rights or
obligations hereunder.
(b) Each of the parties hereto is an independent contractor and nothing
herein contained shall be deemed to create a partnership, joint venture or
the relationship of principal and agent, between the parties.
10 WAIVER
The failure by either party to require strict performance by the other of
any provision hereof shall not waive or diminish the right of that party to
require strict performance of the provision thereafter nor shall any such
failure waive or diminish the right of the party to require strict
performance of any other provision hereof.
11 ALTERATIONS
If any governmental or other authority (including without limitation the
Commission of the European Communities)(hereinafter together called the
"Authority") requires any alteration (hereinafter called the "Alteration")
to be made to this Agreement or to any agreement made under this Agreement
as a condition of granting approval, clearance or exemption of this
Agreement or to any agreement made under this Agreement, then the parties
hereto shall within one month of both parties having notice of the
Alteration confer together for the purpose of making the Alteration and any
other alteration, change or other action which they consider necessary
(hereinafter called the "Consequential Alterations"). In the event that
either party shall not agree to the Alteration or the Consequential
Alterations within two months from the date on which both parties had
notice of the Alteration, then either party shall be entitled to terminate
this Agreement or any agreement made under this Agreement by giving not
less than one month's notice to the other party.
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12 ENTIRETY OF AGREEMENT
Except as provided in this Agreement and Schedules A to G inclusive hereto
embody the entire understanding between the parties with respect to the
distribution of the Products in the Territory to the entire exclusion of:
(a) Any term or conditions appearing on or referred to in the Distributor's
orders or the Company's acknowledgment thereof.
(b) Any prior understanding, agreement, representation, warranty or dealing
by or between the parties in such respect.
The parties hereby confirm that there is no agreement, expressed or
implied, which is in contradiction to this Agreement. No modification or
addition to this Agreement shall be binding unless made in writing and
signed on behalf of each party hereto by a duly authorised representative.
13 CONFIDENTIALITY
The Distributor shall at all times during the continuance of this Agreement
and after its termination:
(a) Use its best endeavours to keep all Restricted Information confidential
and accordingly not to disclose any Restricted Information to any other
person.
(b) Not use any Restricted Information for any purpose other than the
performance of the obligations under this Agreement.
(c) Any Restricted Information may be disclosed by the Distributor to:
(i) Any customers or prospective customers;
(ii) Any governmental or other authority or regulatory body;
(iii) Any employees of the Distributor or for any aforementioned
persons;
to such extent only as is necessary for the purposes contemplated by
this Agreement, or as is required by law and subject in each case to
the Distributor using its best endeavours to ensure that the person in
question keeps the same confidentiality and does not use the same
except for the purposes for which the disclosure is made.
(d) Any Restricted Information may be used by the Distributor for any
purpose, or disclosed by the Distributor to any other person, to the extent
only that:
(i) It is at the date hereof, or hereafter becomes public knowledge
through no fault of the Distributor (provided that in doing so the
Distributor shall not disclose any Restricted Information which is not
public knowledge);
(ii) It can be shown by the Distributor, to the reasonable
satisfaction of the Company, to have been known to it prior to its
being disclosed by the Company to the Distributor.
(e) In this clause Restricted Information means any information which is
disclosed to the Distributor by the Company pursuant to or in connection
with this Agreement (whether orally or in writing, and whether or not such
information is expressly stated to be confidential or marked as such).
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14 NOTICES
(a) Any notice required or authorised to be given hereunder shall be in
writing and shall be served by facsimile or first class prepaid airmail
letter and shall (unless a different address is notified in writing by one
party to the other by due notice under this Clause) be addressed in the
case of the Company to:
REALITY INTERACTIVE, INC.
00000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxxx Xxxxxxx, XX 00000 XXX
FAX: x0 000 000 0000
TEL: x0 000 000 0000
marked for the attention of the Director of International Sales with a
copy to the Chief Financial Officer
And in the case of the Distributor to:
FUTUREMEDIA PLC
Xxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxx, Xxxx Xxxxxx, XX00 0XX
FAX: x00 0000 000000
TEL: x00 0000 000000
marked for the attention of the Director of Sales & Marketing with a
copy to the Chief Financial Officer
(b) Any such notice shall be deemed to be served, in the case of a
facsimile, at the opening of office hours of the recipient party on the
next working day of the recipient party after the day of dispatch and , in
the case of first class prepaid letter, five days after the date of proved
posting.
15 PROPER LAW
The construction, validity and performance of this Agreement shall be
governed by and construed in all respects by the laws of the state of
Minnesota and the parties hereby submit to the nonexclusive jurisdiction
of the Minnesota state or federal courts.
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SCHEDULE A
THE TERRITORY
"Territory" shall include:
The United Kingdom and Ireland
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SCHEDULE B-1
THE PRODUCTS AND US RETAIL PRICE LIST
"Products" shall include the following:
ISO 9000 Registration Series (5 titles) and the QS 9000 Series (4 titles) and
any localized versions for the UK market
US RETAIL PRICE FOR THE PRODUCTS:
PRODUCT NAME US PRICE
ISO 9000 Series (5 CD Set) $4,995.00
Title 1 $ 99.00
Title 2 $1,295.00
Title 3 $1,795.00
Title 4 $1,795.00
Title 5 $ 895.00
QS 9000 Series (4 CD Set) $3,595.00
Title 1 $ 995.00
Title 2 $ 995.00
Title 3 $ 995.00
Title 4 $ 995.00
All the above US Retail Prices are in US dollars.
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SCHEDULE C
BUSINESS PLAN CONTAINING
DISTRIBUTOR AND ROYALTY PAYMENTS TO THE COMPANY
FUTUREMEDIA BUSINESS PLAN OUTLINE FOR REALITY INTERACTIVE
1. COMPANY INFORMATION
A. Contact information (e.g. address, phone, fax, email, website)
1. Key contacts between the company and Reality Interactive:
Key contact: Xxxx Xxxxxxxxx, Director, Sales and Marketing
Phone: 00-0000-000-000
Fax: 00-0000-000-000,
Compuserve: 100444,3271
Website: xxxx://xxxxxxxx.xxxxxxxxxx.xxx/xxxxxxxxx/xxxxxxxxxxxxxx
Mats Johannson: responsible person for the relationship
Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx: strategic
Xxxx Xxxxxxxxx and Xxxxxx Xxxxxxx, product champions (marketing report)
Clare Willington, pre-sales support (forecasts)
Xxxxxxxx Xxxx, post-sales support (logistics of product going into customer
site)
B. Company Background
2. History
Founded in 1982
NASDAQ in 1993
Multimedia production since 1982; UK distribution business started in 1987; 1992
Futuremedia took over Thorn-EMI interactive multimedia business in the UK; 800
installations of products in the UK (550 customers have purchased the SPC
product); more than 50% of Ford's Q1's suppliers are Futuremedia customers; Ford
approved "blanket purchase order" supplier; 30% of revenue derived from custom
production and 70% of revenue from packaged sales
2. Structure of Organization
Two separate legal organizations: Futuremedia PLC (parent company and custom
business); LaserMedia (UK) Ltd. (child of Futuremedia and focus on packaged
software distribution business; functionally the business is organized and runs
as one business);
Management structure:
Directors: Board Directors: Xxxxxx Xxxxxx and Xxxxxx Xxxxxxx; Mats Johannson
(likely to join board); Xxx Xxxxxx, Controller, Xxxxxx Xxxxxxxx, Human Resources
and Quality, Xxxxxxx Xxxxxxx, Creative Director, Xxxx Xxxxxx, Production
Manager, Xxxxxx Xxxxx, Operations Manager (Logistics, MIS)
3. # of employees: 45 fulltime and 5 contractors (in UK)
4. Branches and affiliations:
Wholly owned Germany subsidiary (15 employees)
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Wholly owned Dutch subsidiary
Wholly owned American subsidiary (warehouse in Pittsburgh)
Affiliates: Italy (MT&C), Portugal (Multilaser), Denmark (IMS)
Various subdistributors and resellers in the UK
12 distributors for their products throughout world
II. FINANCIAL INFORMATION
A. Revenue for Last 3 year (TBD)
Year ending April 1996 Year ending April 1995 Year ending April 1994
Turnover in $USD $5.5M $7.4M $5.8M
B. Key Changes in Financial Strategy
1994-95 was a disappointing year; 95-96 complete turn around in the UK
C. Banking References
Lloyd's Bank PLC, 00 Xxxx Xxxxxx, Xxxxxxxxxx, Xxxx Xxxxxx XX00 0XX
D. Accounting Firm
Ernst and Young (Southampton office), Xxxxxx Xxxxx (engagement partner)
E. Public or Private
Futuremedia is a public LTD company; on the NASDAQ: FMDAY
III. SALES
A. Staffing
1. Head Sales Manager: Mats Johannson
2. Organization of Sales Team
a. Number: 6 salespeople: 3 major account
(industry-based: IT, Financial Services,
Manufacturing, Rest of Industry), major custom and
package; and 3 package (geographically based North,
South and Middle); in addition Mats, Xxxxxx and Xxxxxx
do strategic sales
b. Xxxxxxx Xxxxxxx and Xxxxxx Xxxxx also originate
customer contact
i. Indirect : Xxxxxxxx Xxxx (looking to build
aggressively)
-channels: based on historical accident
-looking for particular verticals and
particular geographies
-Health service vertical
1. Sales Strategies (by product) QS 9000
c. Direct
i. Target Customers: 3 areas: Automobile
manufacturers (current customers), automobile
manufacturers (not current customers), public
open learning centers, training and enterprise
councils
Key customers: Ford, Vauxhall (GM), AVD (commercial vehicles of GM), Rolls
Royce, Zetec (PCB's), Xxxxx, CMB (metal packaging), Jaguar, Peugeot, Toyota,
Rover
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The plan is for one-off sales of QS to get sales started for September 30th
revenue goals of $25k; larger sales looking to sell preconfigurations; longterm:
site and enterprise licenses
Other modes of providing revenue:
rental sale: rotating library
Ford Open Learning Centers are likely target
Hardware, after sales support
The target for Reality's ISO 9000 target is Service sector; Unilever is big
customer for Futuremedia and is likely target for Reality's ISO 9000 products
Sales Cycle (12 point sales process)
i. Made contact and established need/timescale
ii. Sent details and budgetary proposal
iii. Customer has applied for budget
iv. Product demonstrated
v. formal proposal submitted
vi. Budget approval confirmed
vii. Key influencers involved
viii. Futuremedia shortlisted
ix. Spend approved
x. Written confirmation is received (e.g.
signed LOI)
xi. Purchase Order or signed Agreement received
xii. Futuremedia accepts order
b. Indirect Sales Channels (just starting to develop using
Xxxxxxxx Xxxx)
i. Motivation and Management of Channel
ii. Sales Tools for Channel
4. Sales Goals (by product; use Exhibit F-2: 6-month rolling
forecast template)
d. First Quarter: $25K by September 30
e. 1996: $100k by December 31, 1996
f. 1997: $250-300k for 1997
IV. MARKETING
A. Staffing
1. Marketing Manager: Mats Johannson
2. Organization of Marketing Team
Xxxx Xxxxxxxxx (quality products and exhibits and product introduction process),
Clare Willington (HR development product and pre-sales support), Xxxxxx Xxxxxxx
(PR and business development products), Xxxxx XxxXxxxxx (administrative
assistant)
a. Leads generation (mail shots and followups to targeted
sectors with action)
b. Public relations (1 PR release per week, comprehensive
PR database)
c. Advertising (very little; does not find that it pays;
but is re-evaluating)
d. Product marketing (product literature, packaging)
a. Support for sales team
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-proposal templates, pricing, hardware, products for
demonstration, mobile telephones (internet is not
yet available for sales people)
-there is a "movement" schedule to keep track of
sales people's "movements"
-service team works with sales to generate leads and
help in sales process
-sales tools (interactive multimedia use stories,
demo disk)
-success stories, case studies
Database for all customer contacts ("Tracker")
B. Key Stategies and Goals
2. Leads generation (e.g. number generated from small targeted
direct mail (e.g. 1000 (250 per week for 4 weeks)),
telemarketing (follow-up from direct mail), trade shows: and
follow-up over the phone (repeat follow-up)(Xxxx Xxxxxxxxx)
and external contractors
3. Public relations (in house)(e.g. number of press releases,
number of speaking engagements, placement of quotes in key
periodicals, number of articles/reviews)
4. Product Marketing Schedule (Calendar)
July 1: First mailshot to be produced to all customers of LaserMedia who
purchased SPC and other Ford Automotive courses
July 3-10: Telemarketing campaign to follow up mailshot, send demo disks and
organise demonstration visits
July 1-8: first press release to be out by this time; identify what is required
in the sales training sessions
July 9-10: Training for generic sales; distribution kits sent for by email to
Xxxxx Xxxxx
July 10: Updated UK/Ireland automotive suppliers database to be completed by
this date for Ford and General Motors
July 17: Proposed mailshot to all non-customer Ford automotive suppliers plus
TEC's , LEC's and open learning centres; Targeted campaign to obtain press
coverage in relevant journals and newspapers.
July 24- August 6: Telemarketing follow-up, sending requested demo disks and
making demo visit appointments for salesmen
July 31: Target to have all product literature at the printers
Mid-August: Revise marketing plan based on initial feedback; check exhibitions
and roadshows that are currently taking place and analyse worthiness of
involvement; Also advertising discussions, press coverage and initial feedback.
September 1: Complete customer and non-customer mailshot to all companies who
have been previously contacted throughout the campaign, including product
literature
September 18-30: Telemarketing follow-up to complete mailshot
October 1996: Complete review of telemarketing and mailshot campaigns to date
and feedback discussions; revise marketing plan based on feedback
Public Relations Ideas for QS 9000:
a. Regular press releases at each stage of campaign especially if we are
present at various Quality Exhibitions
b. Investigate cost, availability and worth of quality exhibitions to get
contacts; use Reality Booth if needed
c. Create press campaign for September periodicals on Quality
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d. Invite people to Media House (office) for special promo/preview days on the
product; provide lunch and demonstrations of the product and what it can do
for a company; combine with the invitation of representations from the 3
car companies with their company cars (top of range) and have them
displayed at Media House for the day;
e. Q & A session could be arranged on the benefits of the product and the
importance of complying
4. Trade Shows and Conferences
Milia (February in Cannes), HRD (March in Birmingham), Multimedia (June in
London), Technology-based Learning (August in London)plus ad hoc conferences as
the need requires
a. Key Subject Matter trade shows (industry quality show,
HRD)
b. Key Technology trade shows (Milia, Multimedia 96)
c. Coordination needed with Reality (e.g. 10 foot booth,
promotional materials to be ordered, $ needed)(HRD 97,
March 97): may need access to Reality Booth; personnel
needed?
3. Customer Success Stories (targeting different user profiles,
different industries, etc.)Futuremedia wants to participate
in proactive Enterprise Knowledge Center program to
proactively target the "right" success stories
4. Seminars: ?
5. Internet strategies: ?
6. Timetable on spreadsheet
V. ROYALTIES PAID TO REALITY
The royalty rate paid to Reality shall be based on the discount rate as
described in Schedule G. Any premiums above the introductory prices shall be
shared with Reality on a 50-50 basis.
VI. PRODUCT FULFILLMENT
Futuremedia will create a xxxx of materials for building Reality product
VII. LOCALIZATION EXPERIENCE
A. Futuremedia's Experience: All Ford multimedia products have been
localized into German, Spanish, Portuguese, Dutch; Italian, American,
German and Portuguese; Hydro Aluminum products have been localized
into French, Italian, German, Danish, Swedish
B. Futuremedia's Resources: They have access to translators with
technical background; translations checked by locals (and validated
with local TV station from a video perspective)
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SCHEDULE D-1
MONTHLY SALES FORECAST TEMPLATE
See attached spreadsheet templates for ISO 9000 and QS 9000 (These forecasts are
due between the 10th and 20th of every month.)
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SCHEDULE D-2
6-MONTH ROLLING FORECAST
See attached spreadsheet templates for ISO 9000 and QS 9000 (These forecasts are
due between the 10th and 20th of every month.)
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SCHEDULE D-3
MONTHLY MARKETING REPORT
(This report is due between the 10th and 20th of every month.)
KEY MARKETING EVENTS THAT HAPPENED IN PREVIOUS MONTH:
Trade Shows:
Press Releases:
Product Launches:
Public Relations Activities:
KEY MARKETING EVENTS FOR NEXT MONTH:
Planned Trade Shows:
Planned Press Releases:
Planned Product Launches:
Planned Public Relations Activities:
IMPORTANT FUTURE MARKETING ACTIVITIES (MORE THAN ONE MONTH AWAY):
Planned Trade Shows:
Planned Press Releases:
Planned Product Launches:
Planned Public Relations Activities:
Distributor Requests for Reality in the United States related to
Marketing/Marketing Support:
57
SCHEDULE E
STANDARD LICENSE AGREEMENT
[use Futuremedia's standard end user license agreement here]
58
SCHEDULE F
PURCHASE ORDER PROCEDURE, ROYALTY PAYMENTS PROCEDURE, PAYMENT TERMS,
COMPANY CONTACT DETAILS
PRODUCT ORDER PROCEDURES:
The following procedures will apply when ordering product from Reality
Interactive:
1. Product is ordered once every 30 days via fax to: SALES ADMINISTRATION
MANAGER, REALITY INTERACTIVE, x0 (000) 000-0000 WITH A COPY TO XXXXX XXXXX,
DIRECTOR OF INTERNATIONAL SALES VIA EMAIL); product is supplied at cost;
invoices payable by Distributor within 30 days.
During the first week of every month, Distributor shall provide monthly royalty
statements against which Company will invoice Futuremedia America, Inc.
Futuremedia America, Inc. will settle the royalty payments within seven days of
Company receiving payment from its customers (average payment is 35 days) but no
more than 50 days from Futuremedia invoicing its customers. Distributor will pay
for shipment and insurance.
2. Reality Interactive's payment terms: wire transfers are preferred.
Wire transfers to Reality Interactive can be made as follows:
Bank: First Bank, N.A.
Xxxx Xxxxxxx, XX 00000 XXX
(000) 000-0000
ABA #: 000000000
Account #: 173100140149
3. Orders for marketing materials should be in writing and faxed or emailed to
Xxxxx Xxxxxx, Field Communications Specialist (fax: x0 000 000 0000; email:
xxxxxx@xx.xxx)
REALITY INTERACTIVE CONTACT DETAILS:
Distributor should primarily communicate with Reality through the following
person:
Xxxxx Xxxxx, Director, International Sales
Xxxxx Xxxxx'x Contact Details:
Internet: XxxxxX@xx.xxx (communication via internet is preferred means)
Phone: x0 000 000 0000
Fax: x0 000 000 0000
Reality's Intranet: (online as of August 1, 1996 to provide significant amount
of information for International Distributor)
Reality's Corporate Website: xxxx://xxx.xxxxxxxxx.xxx
59
SCHEDULE G
DISTRIBUTOR DISCOUNT SCHEDULE
The discount rate shall be (***)%. The discount rate shall be increased to
(***)% for calendar year 1997 if Distributor provides $(***) of revenue to
Company on or before December 31, 1996. The discount rate for 1998 shall be
separately negotiated between the parties but in no event shall be less than
(***)%.
*** Denotes confidential information that has been omitted from the exhibit and
filed seperately, accompanied by a confidential treatment request, with the
Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934.
60
AS WITNESSED this Agreement has been signed on behalf of each of the parties the
day and year first above written.
SIGNED for and on behalf of
REALITY INTERACTIVE, INC.
Signature: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Name printed: Xxxxxx X. Xxxxxxxxx
-----------------------------------
Title: Chief Financial Officer
-----------------------------------
Date: July 12, 1996
-----------------------------------
SIGNED for and on behalf of
FUTUREMEDIA PLC
Signature: /s/ Xxxxxx Xxxxxxx
-----------------------------------
Name printed: Xxxxxx Xxxxxxx
-----------------------------------
Title: Operations Director
-----------------------------------
Date: July 12, 1996
-----------------------------------
61
