270 Legal [Sample Agreements]

License And Distribution Agreement

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1. Rights and Obligations

1.1 Majesco hereby appoints Eidos as Majesco’s exclusive distributor for the computer and/or video games listed on the attached Exhibit A (as the same may be amended by agreement of the parties from time to time in accordance with this Agreement), which is incorporated by reference hereto (the ‘‘Titles’’), in the PAL territories comprising all those territories listed on the attached Exhibit B (the ‘‘Territory’’) from the Effective Date and continuing for a period expiring 270 days after the date of commercial release by Eidos of the last Title set forth on Exhibit A (as may be amended from time to time). (the ‘‘Term’’). The parties may mutually agree to add Titles to this Agreement, which will become effective upon signature by both parties of a signed amendment to Exhibit A hereto. Subject to the terms and conditions contained in this Agreement, Majesco hereby grants Eidos the non-transferable (save as expressly provided herein), exclusive right to sell, distribute, advertise, market, and promote the Titles in the Territory. For the avoidance of doubt, Eidos is obligated to release all of the Titles even after it meets the Guarantee (as defined below) obligation.

1.2 Eidos will not have any right to distribute the Titles outside of the Territory and shall not distribute to any customers whom Eidos knows or has reason to believe may sell the Titles outside of the Territory. Eidos will not have any right to distribute the Titles in the Territory or otherwise by electronic means, including, but not limited to, by any third-party on-line service, the Internet, satellite, cable, wire, or any other electronic means of distribution now known or hereafter developed provided always that for the avoidance of doubt Eidos shall be entitled to promote, advertise, offer for sale and sell physical copies of the Titles ordered via an internet website, digital television, WAP devices or other on-line service. Subject thereto, Majesco hereby expressly reserves all on-line and electronic distribution rights, as well as OEM and bundling rights, subject in each case to Majesco’s prior reasonable approval.

1.3 Eidos shall have a right of first refusal on distribution rights, in accordance with the terms set forth herein, on any of Majesco’s video game titles that Majesco plans to release (whether by itself, or through any affiliate or third party distributor) during the Term to the extent permissible by Majesco’s existing contracts. Majesco will give Eidos reasonable notice of its intention to have any such title released in the Territory whereupon, if Eidos wishes to distribute any such titles, then Eidos shall within [Information Omitted and Filed Separately with the Commission under Rule 24B-2] days of receipt of a written notification of a plan to release a title and invitation to Eidos to exercise its rights under this Clause give Majesco written notice of such desire and the parties shall immediately thereafter negotiate exclusively with each other with respect to such rights, and if, after the expiration of [Information Omitted and Filed Separately with the Commission under Rule 24B-2] days following receipt of the applicable notice, no agreement has been reached, then Majesco shall be free to negotiate elsewhere with respect to such rights. Terms for such added Titles to be the same as for the Titles listed in Exhibit A (as applicable), with the RRP to be set by the parties in good faith in order to be in line with the market at the time of release.

1.4 Except as otherwise set forth herein, Majesco shall be responsible for creating, developing, testing and manufacturing the Titles and the associated documentation as final, shrink-wrapped finished goods (‘‘Units’’), containing the final software (in object code form), data files, external and internal packaging, an instruction manual, and a customary industry warranty and end user license and all localised versions thereof in relation to non-English language versions to be supplied hereunder. In addition, Majesco shall be responsible for obtaining all applicable age-ratings for the Titles from all applicable rating bodies and all approvals from Nintendo and other applicable platform owners.

1.5 Majesco shall provide Units of the Titles upon Eidos’ order of such Units. Subject to format owner minimum order quantities and manufacturing schedules, within [Information Omitted and Filed Separately with the Commission under Rule 24B-2] weeks of Eidos placing an order Majesco will deliver Units to Eidos or Eidos’s distributors’ designated warehouse in any of the United Kingdom, France, Germany, Spain, Italy and Scandinavia, as specified by Eidos at the time the order is placed (the ‘‘Delivery Point’’ and all references to ‘‘delivery’’ shall be construed accordingly). All prices stated herein include all costs of shipping, packaging, freight and insurance of Units to the Delivery Point. Accordingly, risk in Units will pass upon delivery at the designated Delivery Point.

1.6 Eidos shall have [Information Omitted and Filed Separately with the Commission under Rule 24B-2] days from receipt to inspect the incoming Units (the ‘‘Inspection Period’’), and may return such Units for replacement (at Majesco’s cost and expense) if Eidos: (i) finds any defect with or damage to the Units or their packaging, user manuals or other inserts or a Unit is otherwise not in ‘‘mint’’ condition, and (ii) within such [Information Omitted and Filed Separately with the Commission under Rule 24B-2] period provides Majesco with documentation specifying in detail each such defect for any Units to be returned. If Eidos has not notified Majesco in accordance herewith, at the expiration of the Inspection Period any such Units shall be deemed accepted. For the avoidance of doubt, notwithstanding any deemed acceptance under this Clause, Eidos shall remain entitled to reject and return any Units for a replacement (or, at Eidos’ request a refund) in respect of any latent or other defect arising (including any defect concerning the operation of the software embodied on the media, with any hardware) which would not reveal from reasonable inspection at the time of delivery.

1.7 Eidos will provide end user customer service support for the Titles, to the same extent it provides such support for titles it publishes. Majesco shall promptly provide Eidos with all documents and information reasonably necessary for Eidos to provide the service and support hereunder, together with, as applicable, any software patches and error or bug-correcting versions of the Titles that may be developed during the Term.

2. Guarantee, Pricing, Fees and Payment Terms

2.1 Eidos agrees to purchase Units of a value equal to [Information omitted and filed separately with the Commission under Rule 24B-2] as set forth on Exhibit A (the ‘‘Guarantee’’). The parties agree that, subject to the minimum order requirements set forth in Section 1.5 above, [Information omitted and filed separately with the Commission under Rule 24B-2] and Eidos may meet this Guarantee obligation [Information omitted and filed separately with the Commission under Rule 24B-2] provided that such shall not relieve Eidos of any other obligations under this Agreement.

2.2 In the event Units of any Title listed in Exhibit A are delivered by Majesco beyond the Release Quarter set forth for such title on Exhibit A hereto, other than in the case of delay subject to Section 13.6 hereto, that proportion of the Guarantee [Information omitted and filed separately with the Commission under Rule 24B-2] set against the relevant Title (the ‘‘Unit Guarantee’’) can be reduced (and accordingly the overall Guarantee shall be reduced by a corresponding amount) as follows: (i) if delivery occurs more than [Information omitted and filed separately with the Commission under Rule 24B-2] but less than [Information omitted and filed separately with the Commission under Rule 24B-2] days beyond the applicable quarterly release period, the Unit Guarantee for such Title can be reduced by [Information omitted and filed separately with the Commission under Rule 24B-2] (ii) if delivery occurs more than [Information omitted and filed separately with the Commission under Rule 24B-2] days but less than [Information omitted and filed separately with the Commission under Rule 24B-2] days beyond the applicable quarterly release period, the Unit Guarantee for such Title can be reduced by an additional [Information omitted and filed separately with the Commission under Rule 24B-2] (making [Information omitted and filed separately with the Commission under Rule 24B-2] in total); and (iii) if delivery occurs more than [Information omitted and filed separately with the Commission under Rule 24B-2] days after the applicable release date for such Title as set
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