Fill and Sign the Full Text of Ampquotthe Coleopterists Bulletinampquot Internet Archive Form

-1- 2.05 Form: Manuscript License Agreement AGREEMENT, by and between MANUSCRIPT PUBLISHER INC., a New York corporation with offices at Third Avenue, New York, New York (the "Publisher") and NEW MULTIMEDIA CO., a New York corporation with offices at Hanover Street, New York, New York (the "Producer"). WHEREAS, Publisher owns or controls copyright, publishing and other ancillary rights with respect to the titles listed on Exhibit A (collectively, the "Materials"); WHEREAS, Producer is engaged in the business of designing, producing and distributing multimedia products in optical media in CD-ROM format ("CD- ROM"), and desires to design, produce and distribute such products which incorporate the Materials (the "Products"); and WHEREAS, Publisher and Producer desire to enter into this Agreement which will license to Producer the right to use the Materials in the Products. NOW THEREFORE, the parties hereto agree as follows: 1. Grant Publisher hereby grants to Producer the non-exclusive right and license to: (i) reproduce the Materials in an unabridged manner in digital form for inclusion in the Products (in combination with other works, such as audio, video, animation or graphics); (ii) distribute the Products, including the unabridged digital representation of the Materials, on a worldwide basis through transfer of physical CD-ROM embodiment (but excluding the right to distribute the Products through any broadcast or transmission media); (iii) advertise (in the whatever method Producer deems appropriate) the Products using references to and excerpts from Materials not to exceed thirty (30) words in length, and (iv) refer to the Materials' authors in connection with authorized uses of the Materials. 2. No Abridgment Publisher agrees that the Materials may be adapted, modified or altered by Producer only to the extent necessary for the technical purpose of developing the Product provided that in making such adaptation, modification or alteration, Producer shall not alter the text contained in the Materials without the prior written approval of Publisher. -2- 3. Delivery of Materials Within ten (10) business days of the execution of this Agreement, Publisher shall deliver to Producer, at Publisher's expense, three (3) copies of printed versions of the Materials that shall be used by Producer for preparation of the Products. Publisher agrees to use reasonable efforts to provide any computer- readable media incorporating the Materials which may exist as of the date of this Agreement, and Producer shall reimburse Publisher for all of its direct costs in providing such media. 4. Author's Credit Producer shall give the Materials' authors credit in connection with the exploitation of the Materials by identifying such author both in advertising and on the Product. 5. Term Subject to prior termination in accordance with the provisions of Section 6, the term hereof shall commence upon signature of this Agreement by both parties and continue for a period of five (5) years. The Agreement may be renewed by mutual consent, according to terms to be negotiated, provided Producer notifies Publisher of its intent to renew the Agreement by written notice to Publisher at least sixty (60) days prior to the expiration of the initial term. Should the parties fail to renew the Agreement at the expiration of the initial term, all rights granted herein shall automatically revert to Publisher without further notice. Following the expiration of the term, Producer may dispose of copies of the Product which are on hand for a period of ninety (90) days, provided that Producer shall pay to Publisher the sum indicated in Schedule A for each copy of the Product sold during that period. 6. Termination 6.1. Bankruptcy or Similar Events Either party may cancel this Agreement without prejudice to its other rights and remedies awarded at law or in equity if the other party: (a) is unable to pay any uncontested amounts due and owing; (b) becomes insolvent, makes an assignment for the benefit of creditors, suffers or permits the appointment of a receiver, trustee in bankruptcy, or similar official for any substantial part of its business or assets; or (c) avails itself of or becomes subject to any -3- bankruptcy proceeding under the Federal Bankruptcy Code or any statute of any state relating to insolvency or the protection of the rights of creditors. 6.2. Material Default If at any time either party defaults in the performance of any material term or condition which it is obligated to perform hereunder, and if said act of default shall continue without corrective action for a period of twenty (20) days after notice of said default has been transmitted to the defaulting party, then the non-defaulting party may, by written notice, terminate this Agreement in whole or in part and may pursue any remedy at law or in equity as a result of said default. 6.3. Producer Failure to Produce Product If Producer fails to produce any Product no later than twelve (12) months from the date of execution of this Agreement, this Agreement shall terminate, all rights granted herein shall revert back to Publisher, and Publisher shall retain the full advance provided for under this Agreement in full settlement of all claims against the Producer. If Producer permits any Product to go out of production and fails to make it commercially available within three (3) months after the Publisher's written request therefor, the Producer's rights with respect to the Material incorporated in that Product shall terminate and revert to Publisher. 6.4. Effect of Termination In the event of a termination by either party, all rights with respect the Materials shall automatically revert to Publisher. Termination of this agreement shall be without prejudice to any moneys already paid or then due or to become due from Producer to Publisher and without prejudice to any rights of the parties against each other either at law or in equity. 7. Fees For the rights granted herein, Producer shall pay to Publisher the fees set forth in Schedule A. -4- 8. Accounting Producer shall account and render statements to Publisher within sixty (60) days following December 31 and June 30 during each year of this Agreement (and for the ninety (90) days following the terms of this Agreement) and after the initial release of the Product. Each such statement shall report the number of copies of the Product sold. Producer shall maintain complete and accurate books of account relating to the manufacture, sale and sublicensing of the Product. Publisher or its duly authorized representative shall have the right, at its own expense, upon written request, to examine and make extracts from said books of account insofar as they relate to this Agreement. 9. Proprietary Rights Producer shall be the sole owner of all copyrights in the Product except for the copyrights in the Materials which are owned or controlled by Publisher. All rights with respect to the Materials which are not expressly granted to Producer herein, whether now existing or which may hereafter come into existence, are reserved to Publisher and may be exercised, sold, licensed, or otherwise disposed of by Publisher at any time. Producer shall take all necessary measures to protect copyright in the Product and the underlying Materials. In addition to Producer's copyright notice, the initial screen of each copy of the Product shall carry an appropriate copyright notice. Such notice shall also appear on the documentation and packaging accompanying the Product and on all promotional and advertising materials for the Product. 10. Warranty and Indemnity Publisher warrants and represents that the Materials in no way violate any existing copyright, either in whole or in part, and that they contain no matter which, if published, will be libelous. Publisher shall defend and indemnify Producer from all damages, costs and expenses including attorney's fees, as well as any claim, suit, loss or damage as a result of a breach of the above warranties and representations. Publisher shall have the right to select counsel. Notwithstanding the foregoing, Publisher shall not be liable for any matter not specifically contained in the Materials and inserted in the Product by Producer, whether with or without the permission of Publisher. Producer warrants and represents that the Product (except for the Materials) will in no way violate any copyright, patent, process, idea, method, device or any other proprietary or contractual right of any party. Producer shall indemnify Publisher for all damages, costs and expenses well as any claim, -5- suit, loss or damage arising in connection with the manufacture, distribution, advertisement or sale of the Product or any alleged defect in the Product. Producer shall have the right to select counsel. No settlement shall be made without Publisher's written consent, such consent not to be unreasonably withheld. 11. Complimentary Copies Promptly following the release of the Product, Producer shall supply Publisher with twenty five (25) free copies of the Product, complete with documentation and all subsidiary material, for its own internal and promotional use only. 12. Notices All notices under this Agreement shall be given in writing via overnight mail to the addresses set forth above or such other address as either party may substitute by notice hereunder and all such notices given in accordance hereunder shall be deemed a given as of the date of mailing. 13. Headings The Section headings in this Agreement are for identification purposes only and shall not affect the interpretation of this Agreement or any party hereof. 14. Severability If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement. 15. No Waiver The waiver by either party of any breach of any provision of the Agreement by the other party shall not be construed to be either a waiver of that party's rights regarding any succeeding breach of any such provision or a waiver of the provision itself. -6- 16. Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to this subject matter and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications between the parties. This Agreement may not be released, discharged or modified except by an instrument in writing signed by the parties. 17. Jurisdiction and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflicts of laws provisions. Jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement, shall be only in a Federal or the State Court having subject matter jurisdiction located in New York County, New York. 18. Joint Venture Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between Publisher and Producer. Neither party, by virtue of this Agreement, is authorized as an agent, employee or legal representative of the other. Except as specifically set forth herein, neither party shall have the power to control the activities and operations of the other and their status is, and at all times will continue to be, that of independent contractors. Neither party shall have any power or authority to bind or commit the other. 19. Assignments Producer shall not have the right to assign or sublicense the rights herein granted in this Agreement without Publisher's written consent. Notwithstanding the foregoing, Producer shall have the right to assign this Agreement and all rights herein to any subsidiary, affiliated or controlling corporation or to any person or entity owning or acquiring all or a substantial portion of the stock or assets of Producer. -7- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date hereof. MANUSCRIPT PUBLISHER, INC. NEW MULTIMEDIA CO. By:_______________________ By:________________________ Title:______________________ Title:_______________________