AMENDMENT NO. 1 TO AGREEMENT
This Amendment No. 1 to Agreement ("Amendment") is made and entered into
effective as of February 25, 1997 by and between Intell-X ("IntellX"), a
division on UMI, a Michigan corporation, and Scoop, Inc. ("Distributor").
RECITALS
A. IntellX and Distributor are parties to that certain Agreement dated October
17, 1996 (the "Agreement"). All capitalized terms used but not otherwise
defined herein shall have the meaning ascribed to them in the Agreement.
B. In addition to developing an Internet-delivered information service,
Distributor creates, markets and distributes derivative media products featuring
content from newspapers, magazines and on-line publications.
C. IntellX and Distributor desire to amend the Agreement to authorize
Distributor to use, redistribute and resell content from the IntellX Service in
Distributor's derivative media products.
NOW, THEREFORE, for good and valuable consideration, and in consideration of the
mutual covenants set forth herein, IntellX and Distributor hereby agree as
follows:
1. ADDITIONAL LICENSE. The Agreement is hereby amended by adding a new Section
13 which shall read in its entirety as follows:
13. LICENSE FOR DERIVATIVE MEDIA PRODUCTS
a. IntellX grants Distributor a license to use IntellX Content (as defined
below) for purposes of creating, marketing, distributing and selling wall
displays, reprints, Lucite cubes and other reuse media merchandise
(collectively, "derivative media products") featuring IntellX Content. For
purposes of this Agreement, the term "IntellX Content" shall mean any and
all individual articles, news items, graphics, photographs and images and
other materials which are currently or hereafter available through the
IntellX Service. IntellX agrees that the foregoing license authorizes
Distributor to format, reformat and make aesthetic and artistic alterations
to the IntellX content in connection with designing, marketing and selling
derivative media products.
b. IntellX shall provide Distributor access to the IntellX Content for the
purposes contemplated in the license granted in paragraph a. above
effective immediately.
c. The license granted pursuant to paragraph a. above shall be effective
for the term of Agreement, including any Renewal Term(s) thereof.
d. Distributor shall have the unilateral right to establish and alter the
prices for all sales by Distributor of derivative media products featuring
IntellX Content.
e. In consideration of the license granted in paragraph a. above,
Distributor shall pay IntellX a flat fee of $1,000 for each of the
following three months: March, April and May 1997. Thereafter, for each
month from June 1997 through the remaining term of the Agreement, including
any Renewal Terms thereof, Distributor shall pay IntellX a royalty equal to
the greater of (i) $5,000 or (ii) thirty percent (30%) of the revenue
received by Distributor during such month from the sale of derivative media
products featuring IntellX Content. Distributor shall pay IntellX the fees
payable under this paragraph e. within thirty (30) days of the end of the
month for which the fees are due.
f. IntellX represents and warrants to Distributor that IntellX has full
and unrestricted right to authorize Distributor to use the IntellX Content
for purposes of creating, marketing, distributing and selling derivative
media products featuring the IntellX Content and that such use of the
IntellX Content by Distributor does not and will not infringe on any
copyright, patent or proprietary right of any publisher of the IntellX
Content or of any other third party.
g. Notwithstanding anything to the contrary in paragraph e. above or any
other provision of this Section 13, no royalties shall be payable to
IntellX with respect to the sale by Distributor of derivative media
products featuring IntellX Content if Distributor currently has an
agreement or arrangement with the publisher of such IntellX Content which
authorizes Distributor to use the content for such derivative media
products. Distributor currently has such agreements or arrangements with
the following publishers: Investors Business Daily, The Motley Fool,
Orange County Business Journal, San Diego Business Journal, Inland Empire
Business Journal, and Golf Range & Recreation Report.
2. CONTINUED VALIDITY OF AGREEMENT. Except as specifically amended by this
Amendment, all of the terms, conditions and provisions of the Agreement remain
in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
SCOOP, INC. INTELLX, a division of UMI
By: /s/ MARK A. DAVIDSON By: /s/ ARTHUR BUSHNELL
---------------------- ------------------------
Mark A. Davidson Arthur Bushnell
President & CFO Vice President, Sales
2