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Exhibit: 10.24T
[THE NATURE CONSERVANCY LETTERHEAD]
December 5, 1994
William W. Burnham
President
Soundprints
165 Water Street
P.O. Box 679
Norwalk, CT 06856
Dear Bill:
This letter of understanding describes our roles in the Soundprints/Nature
Conservancy merchandise licensing program. I trust that it accurately reflects
our discussions and outlines the terms of the arrangement between The Nature
Conservancy, a District of Columbia non profit corporation with its principal
business address at 1815 North Lynn Street, Arlington, Virginia 22209
(hereinafter "TNC"), and Soundprints, a Connecticut publishing corporation
with its principal business address at 165 Water Street, P.O. Box 679, Norwalk,
CT 06856 (hereinafter "SP") .
I. LICENSE.
TNC hereby grants to Soundprints an exclusive license throughout the United
States, its territories and possessions, to use the name and logo of TNC on
merchandise and on promotional materials for said merchandise in accordance with
the following terms of this Agreement.
(a) TNC name and logo shall be used on the merchandise, merchandise
hangtags and in SP's catalogs, brochures, inserts and promotional
materials.
(b) All merchandise and promotional materials shall be approved by TNC and
consistent with the mission and tax-exempt charitable purposes of TNC. All
merchandise will be sold with a panel displaying TNC's name and logo, the
mission of TNC, a description of the subject matter of the merchandise, and
the payment to TNC from each item sold, an acceptable wording of which is
set out in Attachment A.
(c) SP agrees to abide by TNC's visual identity style summarized in
Attachment B when showing Conservancy name and logo on all merchandise and
materials.
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(d) For the purposes of this agreement, merchandise is defined as: (1) a
set that comprises a story book, audio cassette and stuffed toy animal for
pre-school children; (2) a set that comprises a story book and audio
cassette for pre-school children; and (3) a set that comprises a story book
and stuffed toy animal for pre-school children. This agreement does not
pertain to the sale of individual merchandise items listed above.
(e) SP acknowledges that TNC owns certain marks, for which details are set
out in Attachment C to this Agreement, namely the trademark, service mark
and collective membership mark THE NATURE CONSERVANCY, the service mark and
collective membership mark THE NATURE CONSERVANCY and Design of Oak Leaf.
The marks of TNC that are identified in this agreement are owned by TNC in
the United States. SP recognizes and acknowledges TNC's ownership of said
marks and the validity of those marks and every registration thereof set
forth in Attachment C are registered trademarks under applicable law. SP
agrees that it shall not use, nor permit the use of, TNC name, logo or
other property of TNC in connection with any other materials, advertising,
products or services without the prior written approval of TNC. SP agrees
that it shall not, at any time during the term of this Agreement or
subsequent to the expiration or termination of this Agreement for any
reason, challenge or participate in any challenge to TNC's ownership of the
marks, the validity of the marks or the registrations thereof, or TNC's
exclusive right to use the marks.
(f) SP shall not, during the term of this Agreement, enter into a similar
arrangement with any other non-profit organization which arrangement might
reasonably be perceived to imply an affiliation between the TNC and said
other non-profit organization, without the TNC's prior consent.
II. TERM.
This agreement is effective upon execution of the contract until January 1,
2000. Either party may withdraw from this Agreement in the event that one party
engages in activities or is involved in any controversy which the other party
reasonably believes will be damaging to its reputation or inconsistent with its
philosophy. Prior to the exercise of such right the party will give thirty (30)
days written notice and an opportunity to cure. At the conclusion of this
contract, TNC and SP will negotiate a renewal option.
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III. ROYALTIES.
SP agrees to direct toward TNC 5% of every unit of merchandise sold. The dates
of payment are set out below.
SP agrees to pay TNC a minimum, non-refundable guaranteed royalty of $42,000.
The guaranteed royalty will be applied towards the 5% royalty rate. Royalty
checks should be addressed to:
Nigel Homer
National Merchandise Manager
The Nature Conservancy
1815 North Lynn St.
Arlington, VA 22209
IV. PAYMENT SCHEDULE.
Guaranteed
Minimum
Royalty Due
Upon execution of this contract $ 8,000
June 30, 1995 $ 5,000
January 1, 1996 $ 5,000
January 1, 1997 $ 6,000
January 1, 1998 $ 6,000
January 1, 1999 $ 6,000
January 1, 2000 $ 6,000
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Total guaranteed minimum royalty $42,000
V. TNC DISCOUNTS.
SP agrees to sell its merchandise to TNC at a minimum discount of 5% from its
regularly published wholesale price. The 5% royalty payment set forth in section
III. of this agreement shall apply to sales made to TNC.
VI. ACCOUNTING.
SP shall maintain complete and accurate records containing all information
required for computation and verification of amounts to be remitted to TNC
pursuant to this Agreement. Authorized representatives of TNC shall have the
right to examine these records, by appointment, during normal business hours.
VII. EXPENSES; NO JOINT VENTURE.
SP agrees to furnish at its sole expense all labor, materials,
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and services required to produce and distribute the merchandise, inserts,
promotional displays and other related promotional materials. Nothing in this
Agreement or in its performance shall be construed to create an
employer-employee relationship, partnership, agency, joint venture, or joint
employer relationship between the parties.
VIII. APPROVAL.
SP shall submit in writing, via an overnight carrier, all merchandise designs,
audio and visual mechanicals, and final copy for promotional and other materials
pertaining to TNC for review and prior written approval no less than ten
business days before publication to:
Roberto Roca
Chief Zoologist, Latin America & Caribbean Division
The Nature Conservancy
1815 North Lynn St.
Arlington, VA 22209
IX. WARRANTIES; INDEMNIFICATIONS; INSURANCE.
(a) SP warrants to TNC that it has all rights in and to the products
necessary to perform its obligations under this Agreement. TNC warrants to
SP that it has all rights necessary to perform its obligations under this
Agreement. TNC and SP each agree to ensure that all activities pursuant to
this arrangement are in compliance with federal, state, and local laws,
including, but not limited to, applicable commercial co-venture
regulations. TNC and SP each further agree to ensure that all activities
pursuant to this arrangement are in compliance with the requirements and/or
voluntary guidelines of such charitable rating services as may be
designated by TNC, including, but not limited to, those of the National
Charities Information Bureau ("NCIB") and those of the Council of Better
Business Bureaus Philanthropic Advisory Service ("CBBB PAS").
(b) SP shall defend, indemnify, and hold harmless TNC from any claim,
dispute, demand, suit, obligation, liability or recovery against TNC which
is related to SP's activities under this Agreement, including, but not
limited to, claims based on governmental compliance, copyright, trademark,
or patent product infringement, product liability, and any other claims
arising out of SP's activities with respect to the design, production,
promotion, distribution or sale of
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the merchandise.
(c) TNC shall be named as an additional, named insured party in SP's
Commercial Liability Insurance Policy covering, among other risks,
Products/Completed Operations and Advertising Injury risks, which shall be
maintained by SP during the term of this Agreement for an amount of not
less than One Million ($1,000,000.00) Dollars. Proof of such insurance
coverage, acceptable in form and content to TNC, shall be furnished upon
request of TNC.
X. ENTIRE AGREEMENT.
This letter sets forth the entire understanding of the parties concerning the
Soundprints/Nature Conservancy merchandise licensing program and may be modified
only by an agreement, in writing, executed by both parties.
If these terms and conditions are acceptable to you, please have an authorized
party sign both copies and return one to me. You may retain the other copy for
your records.
Agreed to and Accepted:
Soundprints The Nature Conservancy
by: by:
/s/ William W. Burnham /s/ Michael J. Coda
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William W Burnham, President Michael J. Coda, Vice
President, Marketing
12/6/94 December 5, 1994
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Date Date
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ATTACHMENT A
ACCEPTABLE WORDING FOR ROYALTY INFORMATION TO APPEAR ON LICENSED PRODUCTS,
HANGTAGS, FLYERS, INSERTS, BROCHURES, CATALOGS AND ALL PROMOTIONAL MATERIALS
5% of the manufacturer's net wholesale price of this [PRODUCT] will be
donated to The Nature Conservancy, an international non-profit conservation
organization committed to preserving the plants, animals and natural
communities that represent the diversity of life on Earth by protecting the
land and water they need to survive. For more information or to join The
Nature Conservancy, call 1-800-628-6860.
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ATTACHMENT C
The following are the marks of The Nature Conservancy
a) THE NATURE CONSERVANCY
Registration #: 1,486,182
Registration date: April 26, 1988
Trademark, service mark, collective membership mark
Goods: CLOTHING, NAMELY, NECKTIES, HATS, SCARVES, TEE SHIRTS AND
SWEATSHIRTS
Services: CHARITABLE FUNDRAISING SERVICES IN THE FIELD OF CONSERVATION OF
NATURAL RESOURCES AND PRESERVATION OF ENDANGERED SPECIES; CONSULTING
SERVICES CONCERNING CONSERVATION OF NATURAL RESOURCES AND
PRESERVATION OF ENDANGERED SPECIES
Membership: INDICATING MEMBERSHIP IN AN ORGANIZATION WORKING IN THE FIELD OF
CONSERVATION OF NATURAL RESOURCES AND PRESERVATION OF ENDANGERED
SPECIES
b) THE NATURE CONSERVANCY AND DESIGN OF OAK LEAF
Registration #: 1,591,260
Registration date: April 10, 1990
Service mark and collective membership mark
Services: CHARITABLE FUNDRAISING SERVICES IN THE FIELD OF CONSERVATION OF
NATURAL RESOURCES AND PRESERVATION OF ENDANGERED SPECIES; CONSULTING
SERVICES CONCERNING CONSERVATION OF NATURAL RESOURCES AND
PRESERVATION OF ENDANGERED SPECIES
Membership: INDICATING MEMBERSHIP IN AN ORGANIZATION WORKING IN THE FIELD OF
CONSERVATION OF NATURAL RESOURCES AND PRESERVATION OF ENDANGERED
SPECIES
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