ShareThis

DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT (“Agreement”) is made and entered into as of this 30 day of September, 2007 (the “Effective Date”) by and between ALTIGEN COMMUNICATIONS INC., a Delaware corporation, with principal offices at 4555 Fremont Blvd., Fremont, CA 94538 (“AltiGen”) and Jenne Distributors, Inc, a Ohio corporation, with principal offices at 33665 Chester Road, Avon, Ohio 44011 (“Distributor”).

In consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 Vendor means manufacturer of the products that sells to distributors and is responsible for creating end-user demand for the products.

1.2 Distributor means a Company that purchase directly from AltiGen and resells good to authorized dealers. The distributor may, with written approval of AltiGen, sell directly to entities that own and maintain their own equipment and networks (known as COAMs).

1.3 Dealer means any individual or entity which acquires the products from a distributor for the express purpose of resale to end customer or final purchaser, whether such resale is of the product as a stand-alone product, as bundled and sold with other software or hardware products, as integrated with other software or hardware products or as sold with associated services.

1.4 End User means a licensee who acquires Products for Internal Use (rather than distribution or resale) in accordance with the terms of an End-User License Agreement substantially in the form of the End-User License Agreement attached hereto as Exhibit A (the “End-User Agreement”).

1.5 Internal Use means use for purposes which do not directly produce revenue for the End User. “Internal Use” does not include timesharing.
===

Click here for the complete Distribution Agreement

ShareThis

This Agreement is made as of September 25, 2006 between Guaber S.p.A, a company incorporated in Italy (referred to as “Licensor”), and Reliant International Media, LLC, a company incorporated in Florida (“RIMC”) and collectively referred to as (“Parties”).

1. Marketing and Distribution Rights. Licensor grants to RIMC the exclusive right to advertise, promote, market, sell and otherwise distribute the products, by means of direct response television programming, however distributed and by all other means, media and channels of distribution, including but not limited to retail, radio, catalog, Internet, Live Home Shopping, credit card stuffers, including all identified component parts, described in the Schedule attached hereto and incorporated herein (the “Products” and the “Schedule” respectively) in the United States and Canada, (“Territory”). Licensor also grants non-exclusive rights to all other countries however distributed and by all other means, media and channels of distribution by means of direct response television programming, however distributed and by all other means, media and channels of distribution, including but not limited to retail, radio, catalog, Internet, Live Home Shopping, credit card stuffers, now existing or hereafter developed.
===

Click here for the complete International Marketing & Distribution Agreement

ShareThis

This Product Supply Agreement (this “Agreement”) is entered into as of May 30, 2007 (the “Effective Date”), by and between Aerogrow International, Inc, a corporation, organized under the laws of Nevada and having its principal place of business at 6075 Longbow Drive, Boulder, Colorado 80301 (“Supplier”), and Global Infomercial Services, Inc., a corporation organized and existing under the laws of Nevada and having its principal place of business at 10725 South Cicero Avenue, Suite 201, Oak Lawn, Illinois 60453 (“Distributor”). Supplier and Distributor are sometimes referred to individually as a “Party” and together as the “Parties”.

INTRODUCTION

WHEREAS, Supplier owns or controls the right to manufacture, market, distribute, and sell certain Product (as defined below) as well as use certain Marketing Materials (as defined below) in connection therewith;

WHEREAS, Distributor sources products on behalf of other resellers and/or distributors for resale in their home territories through multiple distribution channels, such as Infomercials, direct response TV, TV home shopping, telemarketing, direct mail, e-commerce, and print catalogs, and desires to be appointed an exclusive reseller of the Product in the Territory (as defined below);

***

4.6. Supply Obligations.

(a) Product. Supplier shall supply to Distributor all Product ordered on behalf of Distributor. Moreover, Supplier shall make all reasonable efforts to meet Distributor’s supply and delivery needs even if the quantity of Product ordered exceeds the amount previously forecasted.

(b) Marketing Materials. For Marketing Materials not included as part of the Product, Supplier shall faithfully print and provide Distributor at Supplier’s actual costs with sufficient copies of the Marketing Materials as reasonably requested by Distributor for use by Distributor and its Sublicensees to market and sell the Product in the Territory. Supplier shall not make any revisions or modifications without the prior written consent of Distributor, which shall not be unreasonably withheld. Distributor shall have the right, upon request, to request changes and modifications to the Marketing Materials in order to customize and localize such Marketing Materials for use in the Territory. In such event, Supplier shall then provide current Marketing Materials to Distributor for use in the Territory, including, without limitation, any new versions customized for the Territory (as directed by Distributor). Upon request, Supplier shall also provide to Distributor a letter of release from each performer appearing, named, or speaking in any Marketing Materials, authorizing Distributor’s and its Sublicensees’ use of each such performer’s name, voice, endorsement, image and likeness without further compensation.
===

Click here for the complete Product Supply Agreement

ShareThis

STANDARD TERMS AND CONDITIONS

This Video Distribution Agreement, by and between the parties described in Schedule 2 of the Business Terms attached hereto (“uKarma” and “Northern Response”), the Standard Terms and Conditions, the Appendices and Exhibits and the Business Terms (collectively, the “Agreement”), is made as of the date set forth in Schedule 1 of the Business Terms (the “Effective Date”).

***

b. In connection with the License, uKarma hereby also grants to Northern Response the following rights:

i. To publicize, advertise and exploit the rights granted to Northern Response hereunder and to cause or permit others to do so, subject to the provisions of this Agreement. In that regard, uKarma hereby grants to Northern Response solely for the purpose of advertising, publicizing and promoting the rights herein granted to Northern Response in the Programs, subject to any restrictions or conditions by which uKarma is bound, the right: to publish or cause to be published synopses, summaries and resumes of the Programs in all advertising media; to use the Infomercials to advertise and promote the sale of the Programs, provided that Northern Response or its Affiliates, sub-distributors or sub-licensees shall be responsible for any language dubbing, alterations to conform to local law and payment of all fees for the Infomercials to run on local television; to use the name, approved likeness and approved biography of any performer rendering services in connection with such Programs and/or Infomercials; to use the title of such Programs and/or Infomercials, music recorded in such Programs and artwork and design used in connection with such Programs and/or Infomercials; provided, however, no use shall constitute a direct or implied endorsement of any product or service.
===

Click here for the complete Video Distribution Agreement

ShareThis

THIS SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT (“Agreement”) is made as of August 28, 2006 (the “Effective Date”) by and between HEWLETT-PACKARD COMPANY a Delaware Corporation (“HP”), and Voltaire, Inc., a Maryland Corporation (“Licensor”).
The parties hereby agree as follows:

***

5. PROGRAM MAINTENANCE AND SUPPORT
Licensor shall provide HP with the maintenance and support for the Program set forth in this Section. The fee for such maintenance and support is set forth in Exhibit B.

5.1. If Licensor learns of an error independently, Licensor shall initiate corrective action and provide a response based on the Problem Severity Definitions and Response requirements specified below.

5.2. Licensor technical personnel shall be designated by Licensor to respond to telephone inquiries by HP during normal TAC business hours in Boston, MA and Tel-Aviv, Israel.

5.3. HP shall have exclusive right to determine (i) the severity level of an error and (ii) whether or not Licensor response is satisfactory in helping to solve the customer’s problem.

5.4. Upon HP’s reasonable request, Licensor shall provide on-site visits to customer locations to assist HP in resolving Severity 1 customer issues. Licensor shall bear all of its costs and expenses related to such on-site visits. HP shall reimburse Licensor for Licensor’s out-of-pocket expenses incurred in connection therewith in the event that Hp and Licensor determine the problem is caused by a product other than the Program. Such reimbursement shall be subject to and paid in accordance with HP’s then current internal business expense policy for reimbursing its employees for actual and reasonable travel and related expenses.

5.5. Within sixty (60) days following the execution of the Agreement, Licensor and HP will develop a support delivery plan that will define the specific procedures for call handling and problem escalations within the requirements of this Agreement.

5.6. Problem Severity Definitions and Response Requirements. Service requests to Licensor made by HP will be handled in accordance with the following procedures. When HP requires back-up support from Licensor, HP will contact Licensor’s engineering support organization which will accept responsibility for handling the call according to the severity levels described below. For the purposes of this section, “receipt” of a call by Licensor will be considered to have occurred when the HP engineering organization has made contact with Licensor’s engineering support organization or a representative thereof.

5.6.1. Severity 1 Definition. A “Severity 1” problem is a catastrophic problem that may severely impact the customer’s ability to conduct business. This may mean the customer’s systems and/or Program are down or not functioning and no procedural work-around exists.

Response Requirements. Licensor’s support organization will respond directly to the HP service delivery organization within one (1) hour following receipt of the call from HP engineering. HP and Licensor will develop an Action Plan within four (4) hours following receipt of the call.
===

Click here for the complete Software License and Distribution Agreement

ShareThis

This DISTRIBUTION AGREEMENT, dated as of December , 2005 (this “Agreement”) is entered into by and among Alloy, Inc., a Delaware corporation (“Alloy”), and dELiA*s, Inc., a Delaware corporation (“dELiA*s”) and an indirect, wholly-owned subsidiary of Alloy. Terms with initial capital letters used herein without definition shall have the meanings given in Article I.

***

SECTION 2.1. Regulatory Filings and Related Actions.

(a) Alloy and dELiA*s have prepared, and on September 7, 2005 dELiA*s filed with the Commission, the Form S-1, which includes the Prospectus. Subsequently, dELiA*s and Alloy prepared and filed amendments to the Form S-1 on October 26, 2005, November 16, 2005, December 6, 2005 and December 9, 2005. Each of Alloy and dELiA*s shall use all commercially reasonable efforts to cause the Form S-1 to become effective under the Securities Act as promptly as reasonably practicable after the date hereof.
===

Click here for the complete Distribution Agreement

ShareThis

“The Principal and the Third Grade Teacher”
Played

Dated: As of August 1st, 2005

1. Parties: Roundlake Productions Limited (“RP”) or its nominee (which nominee shall be subject to FAME’s prior written approval) and FILM AND MUSIC ENTERTAINMENT, INC. (“FAME”).

2. Project: Feature length motion picture (the “Picture”) entitled “The Principal and the Third Grade Teacher” (registered with the WGA #1044092) to be directed by Drake Doremus and to star Michael
McDonald, Stephanie Weir, Lusia Strus, and Maz Jobrani. RP has requested FAME co-finance the Picture and, subject to completion of its due diligence, FAME has agreed to do so.
===

Click here for the complete Financing, Co-Production & Distribution Agreement

ShareThis

THIS AGREEMENT (“Agreement”) is dated as of May 1, 2007 and is entered into between Genius Products, LLC, a Delaware limited liability company, whose principal office is located at 2230 Broadway, Santa Monica, California 90404 (“Genius”), and RHI Entertainment Distribution, LLC, 1325 Avenue of the Americas, 21st Floor, New York, NY 10019 (“RHI”). All capitalized terms not defined herein are defined in that certain Distribution Term Sheet Agreement entered into between Genius and RHI and dated as of November 9, 2006, as amended as of November 29, 2006 and as of December 21, 2006 (collectively, “Distribution Agreement”), certain portions of which are attached for reference hereto as Exhibit B.

***

The Rights Granted in all events include the right to use any and all elements of each Picture and all Delivery Materials (including without limitation the names, voices, likenesses and biographies of all persons appearing in and/or connected with each Picture subject to contractual restrictions and requirements of which RHI notifies Genius in writing no later than the date of Delivery of the applicable Picture), and any portions thereof, for the purpose of publicizing, advertising, marketing and packaging each Picture and/or the institutional promotion of Genius, including without limitation the right to reproduce, distribute and exhibit any and all visual images and/or sound recordings contained in each Picture and/or the Delivery Materials perpetually throughout the world for such purposes, by any and all means of distribution, and in any and all media now or hereafter known or devised; and the right to change the title of or otherwise modify any or all of the Pictures (provided that Genius will indemnify RHI against any third-party claims, costs and liabilities arising out of or in connection with any Picture’s title changed by Genius) to meet the requirements of censorship, community standards or other laws or regulations anywhere in the world. The Rights Granted also include the right to prepare closed-caption versions of each Picture for the hearing-impaired and the right to include other programs, trailers, promotions, contests and/or advertising for Genius’ other productions, products and services, but not in connection with the endorsement or advertising of any other goods, services or products.
===

Click here for the complete Co-Production and Distribution Agreement

ShareThis

This DISTRIBUTION AGREEMENT, dated as of December 9, 2005 (this “Agreement”) is entered into by and among Alloy, Inc., a Delaware corporation (“Alloy”), and dELiA*s, Inc., a Delaware corporation (“dELiA*s”) and an indirect, wholly-owned subsidiary of Alloy. Terms with initial capital letters used herein without definition shall have the meanings given in Article I.

***

ARTICLE III.

THE SPINOFF

SECTION 3.1. Spinoff Record Date and Distribution Date. Subject to the fulfillment of the conditions set forth in Section 9.1, the Board of Directors of Alloy shall, if they deem appropriate, in the manner provided for under applicable Law declare the Spinoff and establish the Spinoff Record Date and the Distribution Date and all appropriate procedures in connection with the Spinoff.

SECTION 3.2. Distribution Agent. Prior to or on the Distribution Date, Alloy shall enter into an agreement with the Distribution Agent providing for, among other things, the delivery of certificates evidencing the shares of dELiA*s Common Stock included in the Spinoff to the holders of Alloy Common Stock as of the Spinoff Record Date.

SECTION 3.3. Delivery of Certificates. Prior to the Distribution Date, Alloy shall deliver to the Distribution Agent, for the benefit of the holders of Alloy Common Stock as of the Spinoff Record Date, a stock certificate or certificates, representing all of the outstanding shares of dELiA*s Common Stock owned by Alloy as of the Distribution Date. After the Distribution Date, dELiA*s shall, upon request of the Distribution Agent, provide to the Distribution Agent all additional certificates representing shares of dELiA*s Common Stock that the Distribution Agent shall require to effect the Spinoff.
===

Click here for the complete Distribution Agreement

ShareThis