PRODUCT AGREEMENT #1
Pursuant to the MASTER AGREEMENT TO DEVELOP, PUBLISH AND SELL PRODUCT entered
into between PEOPLE'S EDUCATION PRESS, ("PEP") and INTERNATIONAL ALPHA MEDIA,
INC. ("Alpha") dated the _____ , day of August 2000, the parties agree to enter
into this Product Agreement with respect to the Product and agree as follows:
Article 1 The Product
The parties agree to Develop and Produce a Product being works provisionally
entitled:
"COMMUNICATIONS: AN INTERACTIVE EFL PROGRAM (GRADES 1 -6)" written and edited by
David Booth, Jack Booth, Linda Booth and Larry Swartz and authors and editors to
be appointed by PEP.
Article 2 The Market
PEP acknowledges that it has rights with the Ministry of Education to publish
and sell English as a Foreign Language student textbooks, teacher guide books,
audio cassettes and other related Products under the new curriculum to be
implemented September 2001. These rights include the Grades 1 -12 markets in
China on a nation-wide basis. PEP agrees that it will publish and sell Alpha's
Products on an exclusive basis for the market defined above with the exception
of the current EFL series, published by PEP and originally developed with
Longmans, which is being revised.
Article 3 Development of the Product
The party responsible for the Development shall be Alpha in conjunction with
PEP. The parties agree that Alpha shall produce final manuscripts/content for
each specific Product within mutually agreed upon timeline in writing, which
will become a schedule and part of this Product Agreement.
Article 4 Production of the Product
The party responsible for Production shall be PEP.
Article 5 Joint Ownership of Copyright in the Product
The copyright in the works of the Product shall be owned jointly by the parties
in the PEP Territory only in accordance with the terms hereof and the terms of
the above-mentioned agreement. In the event of copyright infringement in the
Territory, each party will notify the other party in writing. The parties agree
to jointly pursue appropriate action, which may or may not include legal
recourse.
Article 6 The Quality of Content of the Product
The parties agree that the quality of the content of the Product shall conform
to the syllabus from the Ministry of Education.
Article 7 The Quality of Production of the Product
The parties agree that the quality of production of the Product shall conform to
mutually agreed upon standards in writing.
Article 8 The Sale Price of the Product
The parties agree that the List Price of the Product shall not be less than the
following:
_____ RMB per unit for each student textbook.
_____ RMB per unit for each teacher guide book
_____ RMB per unit for each audio cassette
_____ RMB per unit for each ________________
_____ RMB per unit for each ________________
_____ RMB per unit for each ________________
Article 9 The Quantity of the Product
The parties agree that PEP shall sell not less than the following quantities per
calendar year:
________ units of each student textbook
________ units of each teacher guide book
________ units of each audio cassette
________ units of each _______________
________ units of each _______________
________ units of each _______________
Article 10 Distribution of the Product
The parties agree that PEP shall be responsible for distribution of the Product
in the PEP Territory.
Article 11 Places for Promotion of the Product
The parties agree that the Product shall be promoted primarily in the following
cities and/or provinces:
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Article 12 Authors Copies
The authors shall be furnished free of charge, six (6) copies of the Works as
originally published and any additional copies desired by the Authors for their
personal use shall be supplied at a discount of thirty-five (35%) percent from
sale price.
Article 13 Remuneration of the Parties
The revenues received by the parties from the sales of the Product shall be
divided between the parties as follows:
(i) for the sales of finished product by PEP, Alpha shall receive eight
percent (8%) based on the Gross Sales and PEP shall retain the balance.
(ii) For the sales of copyrights and/or film rights by PEP, Alpha shall
receive forty percent (40%) of the royalties received by PEP and PEP
shall retain sixty percent (60%) of the royalties. The copyrights or
film rights sales will not be less than a minimum three percent (3%) of
the List Price printed on Finished Product(s) shipped.
Each party will be responsible for the remuneration of their authors.
Article 14 Subsidiary Rights
In accordance with the terms of the above mentioned Agreement, the parties have
the joint right to exercise and dispose of all subsidiary rights in the Works,
now or hereafter known, in all languages, forms and media throughout the world,
including the following: rights for translations, quotations, excerpts
(including illustrations), reprint editions, and sales of sheets; microfilm,
microfiche, recording, filmstrip, motion picture, and broadcasting rights;
rights for use in information storage, processing, transmission and retrieval
systems. Any net gain received from the disposition of such subsidiary rights
shall be divided between PEP and Alpha with sixty percent (60%) to PEP and forty
percent (40%) to Alpha, after deducting the costs applicable thereto. Electronic
rights are specifically excluded and shall be owned jointly by both parties in
the PEP Territory and one hundred percent (100%) by Alpha outside the PEP
Territory.
Article 15 Statement of Sales
In accordance with the MASTER AGREEMENT TO DEVELOP, PUBLISH AND SELL PRODUCT,
each party shall provide to the other party a Statement of Sales. Each party
shall pay to the other party all money due to that party in US dollars within 30
days following June 30th and December 31st of each calendar year being the sales
revenue from finished product sales and from copyright and/or film rights sales
for the Product in that preceding period of six (6) months.
Article 16 Termination
In accordance with the terms of MASTER AGREEMENT TO DEVELOP, PUBLISH AND SELL
PRODUCT, a Developing Party may, after Development and Production of a Product,
terminate the relevant Product Agreement if PEP is not able to sell a minimum
number of units per title per calendar year as indicated in Article 9.
IN WITNESS WHEREOF, each of the Parties have duly executed this Agreement in
duplicate by their duly authorized representatives on the dates set forth below.
SIGNED, SEALED AND DELIVERED
in the presence of: INTERNATIONAL ALPHA MEDIA, INC.
___________________________ ) Per: _________________________________
Witness )
) Name: _________________________________
)
) Date: _________________________________
___________________________ ) Per: _________________________________
Witness )
) Name: _________________________________
)
) Date: _________________________________
PEOPLE'S EDUCATION PRESS
___________________________ ) Per: _________________________________
Witness )
) Name: _________________________________
)
) Date: _________________________________
___________________________ ) Per: _________________________________
Witness )
) Name: __________________________________
)
) Date: _________________________________