Exhibit 99.11
LIGHTHOUSE PUBLISHING GROUP, INC.
PUBLISHING AGREEMENT
This AGREEMENT is effective the 1st day of October, ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇.
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (hereinafter called the Author) and Lighthouse
Publishing Group, Inc., whose principal place of business is at ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, (hereinafter called the
Publisher).
▇. ▇▇▇▇▇ OF The Author hereby grants, assigns, and transfers to
RIGHTS the Publisher the following exclusive rights and
privileges to and in connection with a Work, presently
entitled "Don't Set Goals (the Old Way)" which Work is a
book.
A. The sole and exclusive book publication rights in
the United States, its territories, dependencies, and
possessions, the Republic of the Philippines, and Canada,
and the right to sell copies of the Work in the open
market throughout the world.
B. The sole and exclusive subsidiary publication and
performance rights set forth in Article VIIA below. These
subsidiary publication and performance rights are granted
to the Publisher for the United States, its territories,
dependencies, and possessions, the Republic of the
Philippines, and Canada, and include the right to
authorize others to exercise in any foreign country any of
the rights granted to the Publisher.
II. COPYRIGHT It is understood and greed that the copyright shall
be secured by the Publisher in the name of the Work and
the Publisher is hereby authorized to take all steps
required to secure such copyright in the United States of
America. The Publisher agrees to print an appropriate
copyright notice in each and every copy of the published
work and to require all parties to whom it grants licenses
in connection with the work to do the same. The party in
whose name copyright is registered shall hold for the
benefit of the other such rights as the equities hereby
created may prescribe. Unless it specifically agrees to do
so in writing, the Publisher shall not be responsible for
securing any copyright outside the United States of
America.
III. MANUSCRIPT The Author agrees to deliver to the Publisher not
later than November 1, 1997 three finally revised copies
of the manuscript satisfactory in form, style, and content
and acceptable to the Publisher in its sole judgment and
discretion.
FORM OF A. Unless otherwise agreed in writing, the Author
MANUSCRIPT shall furnish promptly and free of charge to the
Publisher, complete and ready for reproduction, all
drawings, maps, photographs, charts and designs which are
a part of or necessary to the text. If the Author fails to
supply any necessary drawings, maps, photographs, charts
and designs in satisfactory form and within the specified
time, the Publishers shall have the right to have them
made and the charges and expenses of making them shall be
paid for by the Author.
B. The Publisher may, at his discretion, cause an
index to be made of the work and charge the cost thereof
against any sums due the Author hereunder.
AUTHOR C. The provisions as to satisfaction and
COMPLIANCE acceptability to the Publisher and time of delivery of
such copy are material terms of this agreement and upon
the Author's failure to comply with any of such
provisions, the Publisher may at its option by written
notice to the Author terminate this agreement, whereupon
the Author shall return to the Publisher all amounts which
it may have advance to him. In such event, if the
manuscript should be completed subsequently, the Author
shall nevertheless be obligated to offer the same to the
Publisher, which at its option, shall have the right to
publish the same upon the terms of the agreement.
CORRECTIONS D. If the Publisher is directed by the Author to make
alterations in any proofs from final copy as delivered,
which shall cost more than ten percent of the cost of
composition of the Work, the Author agrees to pay said
excess. The Author shall pay in full for any corrections
in the plates which he requires or which are necessary for
the correction of actual errors after the plates have been
made in conformity with the last proof as corrected by the
Author. The Publisher shall upon request keep
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the Author informed of such excess charges.
SUBSEQUENT E. When the Publisher considers it necessary, it
REVISIONS shall have the right in it sole discretion to call upon
the Author to revise the Work, and the Author shall make
such revisions. The provisions of this Agreement shall
apply to revision of the Work by the Author as though any
such revision were the original Work being published for
the first time, except that the manuscript of the revised
Work shall be delivered in final form by the Author to the
Publisher within a reasonable amount of time; further, no
initial payment shall be made in connection with such
revision. Should the Author not provide the revision
within a reasonable time, or should the Author be
deceased, the Publisher may have the revision done and
charge the cost of such revision against royalties due or
that may become due the Author, and may display in the
revised Work, and in advertising, the name of the person
or persons who revised the Work.
RETYPING F. If in the opinion of the publisher it is considered
expedient to have the manuscript retyped in as many copies
as shall be necessary, the cost of such retyping shall be
borne by the Author.
PUBLISHER'S G. The Publisher shall be free to prepare the manuscript
DETERMINATION of the Work for the printer in such manner as shall be
consistent with their publishing house style. All details as
to the manner of publication, distribution and
advertising, including the format and price of the Work in
its manufactured form and the number and distribution of
free copies, shall be left to the sole discretion of the
Publisher.
H. The Publisher will use the same care in protecting
the manuscript and other material supplied to it hereunder
as is its customary practice in protecting similar material
in its possession, but it shall not be liable for damages,
if any, resulting from the loss or destruction of such
materials or any part thereof.
IV. ADVANCE The Publisher will pay to the Author as an advance
payment against all monies accruing to the Author under this
agreement the sum of: None
V. ROYALTIES A. The Publisher shall pay to the Author the following
royalties on regular net sales, other than sales falling
within (B) through (F) below on the Retail selling price of
each copy sold: 10% on all copies sold.
LIMITED B. The Publisher shall pay the Author one half of the
REPRINT stipulated royalty, as stated above, on all copies sold from
EDITION a reprinting of 3,500 copies or less, made after one year
from the date of the first publication, this reduced
royalty being provided by reason of the increased cost of
manufacturing of small reprintings, to enable the
Publisher to keep the Work in print and circulation as
long as possible.
SALE OF C. Where sheets are sold, except as a reminder, the
SHEETS percentage of royalty shall be the same as for bound books
and shall be calculated on the net amount received by the
Publisher.
FREE D. No royalties shall be paid on copies furnished gratis
COPIES to the Author, or for review, advertising, samples or like
purposes.
EXCERPTS E. The Author grants sole and exclusive rights to the
PERMISSIONS Publisher in the exercise of its discretion, to grant
permission to publish extracts from the Work, whether or
not a fee shall be collected on the Work for such use, the
Publisher warranting to make no gratuitous grants of
permissions, except as shall, in its estimate, advance the
sale of the Work or enhance the public esteem of the
Author, the Publisher shall pay to the Author one half of
all sums of money received as compensation for such grants
of permission to reprint extracts.
The Publisher is authorized to permit publication of
the Work in Braille, or photographing, recording and/or
microfilming the Work for the physically handicapped
without payment of fees and without compensation to the
Author, providing no compensation is received by the
Publisher. In case a compensation is received, the
Publisher shall pay the Author fifty percent (50%) of the
proceeds.
Page 2
VI. REMAINDERS A. If, in the opinion of the Publisher, the Work
OVERSTOCK shall become unsalable in the ordinary channels of the
trade the Publisher may at its option sell part or all of
the remaining copies as "remainders" after first informing
the Author of its intention to do so.
B. The Author shall receive a royalty of ten percent
of the amount of the Publisher's sale price secured over
the cost of production for all copies of overstock which
the Publisher deems it expedient to sell at "remainder"
prices, i.e., at less than half of the catalog retail
price, except when these are sold at or below cost, in
which case no royalty shall be paid.
VII. SUBSIDIARY A. The further and additional rights referred to in
RIGHTS this agreement are hereby defined to include the rights
enumerated below, and are to be shared by the Author and
the Publisher in the percentage indicated, less only such
direct expenses, including agent's commissions, as shall be
incurred by the Publisher in disposing of such rights:
To Author To Publisher
--------- ------------
1. Abridgment, condensation, or digest........50% 50%
2. Anthology or quotation.....................50% 50%
3. Book clubs or similar organizations........50% 50%
4. Reprint....................................50% 50%
5. Special editions...........................50% 50%
6. Second serial and syndication (including
reproduction in compilations, magazines,
newspapers, or books)....................50% 50%
B. All revenue derived from the sale of rights not
specifically enumerated, whether now in existence or
hereinafter coming into existence, shall be shared equally
by the Author and the Publisher.
C. All such rights shall be disposed of by the sale,
lease, license, or otherwise by the Publisher who for that
purpose is constituted the attorney-in-fact of the Author.
The Author agrees to sign, make, execute, deliver and
acknowledge all such papers, documents and agreements as
may be necessary to effectuate the grants hereinabove
contemplated. In the event that the Author shall fail to do
so, they may be signed, executed, delivered and
acknowledged by the Publisher as the attorney-in-fact of
the Author with the same full force and effect as if signed
by the Author. All sums due under this Agreement shall be
paid to the Author's agent Money Chef, Inc. or other
designated agent whose receipt shall be a full and valid
discharge of the Publisher's obligations and who shall act
with the authority of the Author in all matters arising out
of this agreement.
IX. PUBLICATION The Publisher, in consideration of the rights granted,
DATE agrees to publish the work at its own expense, in such
style or styles as the Publisher deems most advisable, not
later than 12 months after the Publisher's acceptance of
the final revised manuscript (except on account of late
delivery of manuscript by the Author, strikes, fires, other
contingencies beyond the control of the Publisher or its
suppliers, or advisability of postponement because of
prospective advantageous trade conditions, in which event
publication shall be postponed.)
XI. AUTHOR'S A. The Author represents and warrants to the
WARRANTY Publisher: (a) that the work is original; (b) that he is the
sole author and proprietor thereof, and has full power to
enter into this agreement; (c) that the work has not
heretofore been published in whole or part in volume form
and that he has not entered into or become subject to any
contract, agreement or understanding with respect thereto
other than this agreement; (d) that if published it will
not infringe upon any proprietary right at common law, or
any statutory copyright, or any other right whatsoever;
and (e) that it is innocent and contains no matter
whatsoever that is obscene, libelous, in violation of any
right of privacy or otherwise in contravention of law. The
Author shall indemnify and hold harmless the Publisher
against any damage or judgment, including court costs and
attorneys' fees, which may be substained or recovered
against the Publisher by reason of the publication or sale
of the Work, arising from anything contained herein.
Author shall also reimburse the Publisher for all expenses
including court costs, attorney's fees and amounts paid in
settlement, sustained by the Publisher in resisting any
claim, demand, suit, action or proceeding asserted or
instituted against the Publisher based upon the
publication sale of the Work by reason of anything
contained therein.
Page 3
PLAINTIFF B. The Author hereby grants to the Publisher the right,
ACTION if copyright is in the Author's name, to bring in the name
COPYRIGHT of the Author as plaintiff or complainant, any action or
ASSIGNMENT proceeding for the enjoining of an infringement of the
copyright in the said Work and for any damages resulting
therefrom, and the net amount recovered after deducting
all expenses of suit shall be divided equally between the
Author and Publisher. The copyright shall be assigned by
either party to the other on demand, when necessary for
bringing, defending or maintaining a copyright action
under this agreement, after the termination of which
action the copyright shall on demand be reassigned.
COMPETING C. The Author will not, without the written consent
WORKS of the Publisher, write, print, publish or produce, or cause
to be written, printed, published or produced, during the
continuance of this contract, any other edition of said
Work or any work in any form of a similar character or
title tending to interfere with or injure the sale of the
Work in any manner.
AUTHOR'S D. The Author agrees, in the event that the Author
PERMISSION plans to incorporate in the Work any writings or composition
previously published elsewhere, to obtain and deliver to
the Publisher proper and complete written permission and
authorization to reprint same from the owner of the
copyright covering same.
XII. In case the Publisher fails to keep said Work in print
WITHDRAWAL and for sale and after written demand from the Author,
OF WORK declines or neglects to reprint the work within six months
and to offer it for sale, or in the event that, after one
year from the date of the first publication, the Work in
the opinion of the Publisher is no longer merchantable or
profitable, and it gives one month's notice to the Author
of its desire and intention to discontinue publication,
this contract shall terminate and all rights preserved,
with any plates of illustrations furnished by the Author
and any remaining copies and sheets shall be transferred
to the Author, provided that Author shall pay the
manufacturing costs (including composition) of such plates
and the manufacturing cost of such remaining copies or
sheets, in default of which payments the Publisher shall
have the rights to destroy any plates and to sell
remaining copies or sheets at cost of less, without
payment of royalty to the Author upon such copies or
sheets. In case of the termination of the contract, if the
copyright is in the name of the Publisher it shall assign
said copyright to the Author.
The Work shall not be considered to be out of print
if it is on public sale in any printed edition, in the
United States, or if there shall be in existence a
contract for cheap edition publication which provides for
publication within six (6) months after the work is out of
print in the regular edition.
XIII. A. If a petition in bankruptcy (as distinguished from
BANKRUPTCY reorganization or arrangement) shall be filed by the
Publisher, or shall be filed against the Publisher and
finally sustained, the Author shall have the right to buy
back, at his option, to be exercised in thirty days, the
rights of publication at their fair market value, to be
determined by agreement, together with any plates or
remaining copies of sheets, at their fair market value,
this also to be determined by agreement, and thereupon
this contract shall terminate. However, no reversion of
rights under this clause shall take place until after the
Author has repaid to the Publisher any indebtedness
incurred by him and still outstanding under this
agreement. If this agreement contains a clause of option
on future books by the Author, such clause shall become
null and void in event of the Publisher's bankruptcy or
receivership.
AUTHOR'S B. The Author, upon his written request, shall have
EXAMINATION the right to examine or cause to be examined through
certified public accountants the books of account of the
Publisher insofar as such books of account shall relate to
the Work. If such examination shall reveal errors of
accounting (other than those arising from an
interpretation of this agreement) amounting to a sum in
excess of ten percent of the total royalties earned in the
period under examination to the Author's disadvantage, the
costs of such examination shall be borne by the Publisher,
otherwise such costs shall be borne by the Author.
XIV. SEMI- The Publisher agrees to render semi-annual statements
ANNUAL of account to March 31st and September 30th of each year,
STATEMENTS on the succeeding July 1st and January 1st and to make
PAYMENTS settlements in cash or about said last mentioned dates. In
making accountings, the Publisher shall have the right to
allow for a reasonable reserve against returns and
nonpayment of invoices for copies billed out by the
Publisher.
Page 4
XV. AUTHOR'S The Publisher agrees to present to the Author 100 (one
COPIES hundred) free copies of said Work upon publication, and to
permit the Author to purchase from it further copies for
its own personal use, at a discount of forty percent off
list price. Author shall be billed directly for these
copies, and shall make payment therefor within 30 days of
invoice date. No consignment sales shall be made to
Author. Author shall not receive royalties on sales made
to him.
XVI. RECOVERABLE All payments made by Publisher to the Author, whether
PAYMENTS under this agreement or not, shall be chargeable against
and recoverable from any or all monies accruing to the
Author under this contract and for all other contracts
been the parties of their assigns.
XVII. TAX It is mutually agreed that State, Federal, and Foreign
WITHHOLDING taxes on the Author's earnings, when paid by the
Publisher, are proper charges against the Author's
earnings due under this agreement, and may be withheld by
the Publisher.
XVIII. This agreement shall be binding upon and shall ensure
ASSIGNMENT to the benefit of the parties hereto, their successors,
assigns, executors, administrators and/or personal
representatives and may be assigned by either party
hereto, except that no assignment by the Author shall be
valid against the Publisher unless the Publisher has
received written notice therefrom from the Author and has
consented to the same in writing.
XIX. Any controversy or claim arising out of this agreement
ARBITRATION or the breach thereof shall be settled by arbitration in
accordance with rules then obtaining of the American
Arbitration Association, and judgment upon the award may
be entered in the highest court of the form, State or
Federal, having jurisdiction. Such arbitration shall be
held in the City of Seattle, Washington, unless otherwise
agreed by the parties. The Author may at his option, in
case of failure to pay royalties, refuse to arbitrate, and
pursue his legal remedies.
XX. NOTICES Any written notice required under any of the
provisions of this agreement shall be deemed to have been
properly served by delivery in person or by mailing the
same to the parties hereto at the addresses set forth
above, except as the addresses may be changed by notice in
writing; provided, however, that notices of termination
shall be sent by registered mail.
XXI. WAIVER A waiver of any breach of this agreement or of any of
the terms or ocnditions by either party thereto shall not
be deemed a waiver of any repetition of such breach or in
any wise affect any other terms or conditions hereof; no
waiver shall be valid or binding unless it shall be in
writing, and signed by the parties.
XXII. DELIVERY This agreement shall no be binding on either the
OF CONTRACT Publisher or the Author unless it is signed by both
parties and delivered to the Publisher within a period of
two months from the date of the agreement.
The changes, alterations and interlineations made in Articles VII,X,XVI of
this contract and the additional Articles numbered NONE made and added before
execution hereof.
IN WITNESS WHEREOF, the parties hereto have hereunto affixed their
respective hands and seals the day and year first above written.
LIGHTHOUSE PUBLISHING GROUP, INC.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇
------------------------ -------------------------
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇, Author
1/12/98 1-9-98
------------------------ -------------------------
Date: Date:
Page 5
Distribution Agreement
This agreement, made Sept. 21, 1997 by and between Origin Trade Books,
Inc. (Origin) of ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇, and
Publisher Lighthouse Publishing Group, Inc., a subsidiary of ▇▇▇▇ ▇▇▇▇
Financial Corporation.
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
E-Mail Address
Contact: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
ISBN Prefix: 0-910019-
TRADE DISTRIBUTION SERVICE
1. Origin will sell and distribute Publisher's Don't Set Goals (The
Old Way) exclusively to the retail and wholesale book trade, libraries,
warehouse clubs, and mass merchandisers as mutually agreed to.
PERFORMANCE BY ORIGIN
2. Origin agrees to use its best efforts to sell and distribute
Publisher's title(s) so as to obtain the greatest revenues consistent with
the character of the title(s) and sound business practices in the publishing
industry. Furthermore, Origin shall, to the best of its ability, perform the
other services customarily rendered by book distributors which shall
include: warehousing, shipping, billing, customer service, the collection of
accounts receivable (but not litigation) and the processing of returns.
3. Origin may hold a sales conference for the Publisher to present
forthcoming titles to the sales and marketing team before each selling season
commences. Origin will notify Publisher of the date, time and place of each
sales conference.
4. Origin shall prepare its own order forms, invoices and other forms to
be used in the selling and billing of titles at its own expense.
5. Origin will provide basic trade marketing support at its own expense.
Trade marketing shall be defined as preparing seasonal catalogs, wholesale
microfiche charges and part of the space cost of participating in the ABA
convention.
6. Origin will offer special advertising and promotional opportunities,
including premium placement/display, catalog ads, special events, author
signings, secondary displays and consumer point-of-purchase signage for an
additional fee at the option of the publisher.
7. Origin shall maintain an 800# order line for the use of selling and
customer service. VISA and MasterCard facility will be made available to
customers.
8. Origin or its agents will sell Publisher's title(s) to the trade under
Origin's trade retail and wholesale discount policies, which are subject to
change from time to time.
9. Origin shall hold Publisher's inventory on consignment in Origin's
warehouse for the sale of Publisher's title(s), with legal title being
retained by Publisher until Origin's sale and shipment of the product. Origin
and Publisher shall mutually determine the quantities of each title being
held on consignment.
10. Origin will store Publisher's books in a neat and orderly manner.
However, Publisher agrees to remove inventory within 60 days after advance
notification by Origin when Origin determines current levels of inventory are
in excess of current sales requirements.
11. Origin shall charge Publisher for services rendered on the basis of a
percentage of Net Sales (defined as gross sales less returns). Origin's
percentage shall cover all services except those as otherwise specified in
this agreement. The percentage shall be in effect for one year from the first
month of billing and will be subject to review and revision each year (12
months of billing activity) and every subsequent year as long as this
agreement is in force.
Sales and Distribution Charge as a percentage of Net Sales:
Commencing with the October 1997 sales period:
20% of all sales.
12. On or about the fifteenth day after the close of each monthly
accounting period, Origin will render to Publisher a detailed accounting of
all sales, current month's returns, and other charges, if any, occurring in
that period. Returns will be deducted from Origin's monthly payment to
publisher in the same month in which the deduction is taken against Origin.
13. Payments of the amounts due Publisher shall accompany the statement
and shall be made on the following schedule:
100% of the monies due 120 days after the close of each accounting month,
with a 15 day grace period.
14. Origin shall provide to Publisher monthly statements of all sales and
distribution activities. These reports shall record the number of books of
each title received from Publisher, the number shipped to or returned from
booksellers and such other reports that Origin prepares to inform Publisher
of sales of its titles.
15. In the event that Publisher's monthly returns deduction exceeds the
amounts owed by Origin in any monthly payment period, Origin can, at its
option:
A. ▇▇▇▇ Publisher for the amount payable upon presentation, or,
B. carry the credit balance over to the next period and any thereafter
until the obligation to Origin has been completely satisfied.
16. Origin shall make every effort, short of bad debt collection
procedures or collection lawsuits, to collect from its accounts the monies
due on Origin sales of Publisher's titles. If it is determined by Origin that
it cannot collect receivables from delinquent accounts, then Origin agrees to
turn the delinquent account(s) over to Publisher for collection purposes.
Origin retains the right to provide collection efforts and, if successful,
shall remit to Publisher the pro rata share after costs and expenses of said
collection efforts.
PERFORMANCE BY PUBLISHER
17. Publisher shall publish titles that include the following information:
copyright information, Library of Congress cataloguing in publication data,
full ISBN number, EAN bar coding and the price printed on the back cover of
each copy and such other data as is standard to the bookselling industry.
18. Publisher shall provide Origin upon request with seasonal catalog
copy, tip sheet copy, jacket cover art and selling materials as may be
required by the Origin sales force.
19. Publisher shall inform Origin of its intent to declare titles out of
print in a timely and appropriate manner by written notice. Publisher shall
also advertise all out of print declarations at its own expense. Origin
agrees to handle the placing of such ads.
20. Publisher shall bear the cost for all advertising,promotion and
publicity to the consumer and trade, except for those basic activities
identified in paragraph 5. Origin must first obtain written consent from
Publisher for any advertising, promotion and publicity expenditures that it
makes on behalf of Publisher.
21. Publisher holds the right to remainder any of its mint titles as long
as Origin shall be given ninety (90) days written notification prior to the
remainder sale. Publisher shall make all arrangements, and incur all costs,
including packing and shipping with respect to the remainder sale.
22. Publisher shall be responsible for insuring its inventory being held
in Origin's warehouse, or advising Origin in writing of its decision to
self-insure. Origin's responsibility is limited to careful and prudent
handling of all goods in its possession, but it assumes no responsibility for
fire, theft or other hazards that could be covered by all risk insurance.
MISCELLANEOUS
23. Titles that are determined to be in unsaleable condition due to damage
or shelf worn conditions resulting from being in retail stores or at
wholesaler premises will be stored separately. Such titles will be returned to
Publisher from time to time or at Publisher's written request, Origin will
destroy such titles, or donate them to an approved charitable organization.
24. It is understood and agreed that this contract is a sales and
distribution agreement only, and that Publisher retains all of Publisher's
liabilities in their entirety.
TERMS OF AGREEMENT
25. This agreement shall be in force for a period of 12 months. Subsequent
cancellation by either Origin or Publisher requires one hundred and twenty
days (120) advance notification before the anniversary date. If notification
is not given then this agreement will renew on a year to year basis with 120
days advance notification still required.
ARBITRATION
26. Any disputes arising under this Agreement shall be submitted to,
determined and settled by formal arbitration at the joint equal cost of the
parties in Murray, UT, pursuant to the laws of the State of Utah and the
rules of the American Arbitration Association. The parties agree to be bound
to and abide by the arbitration decision.
27. Any notice to be given under this agreement shall be in writing and
may be effected, either by personal delivery, or by U.S. mail, return receipt
requested. Mailed notices shall be sent to the parties at their following
addresses:
Origin Book Sales, Inc. Lighthouse Publishing Group
▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
6200 South ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Seattle, WA 981684664
In witness whereof, each of the parties hereto have caused its duly
authorized representative on its behalf to execute this agreement.
Origin Book Sales, Inc. Lighthouse Publishing Group, Inc.
/s/ ▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------- ----------------------
▇▇▇▇ ▇▇▇▇▇, General Manager ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Executive Administrator
10-1-97 9-21-97
------------------ ---------------
Date Date
Distribution Agreement
This agreement, made Sept. 21, 1997 by and between Origin Trade Books,
Inc. (Origin) of ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇, and
Publisher Lighthouse Publishing Group, Inc., a subsidiary of ▇▇▇▇ ▇▇▇▇
Financial Corporation.
Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
E-Mail Address
Contact: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
ISBN Prefix: 0-910019-
TRADE DISTRIBUTION SERVICE
1. Origin will sell and distribute Publisher's titles listed in Attachment
"A" exclusively to the retail and wholesale book trade, libraries,
warehouse clubs, and mass merchandisers NOT listed in Attachment "B".
PERFORMANCE BY ORIGIN
2. Origin agrees to use its best efforts to sell and distribute
Publisher's title(s) so as to obtain the greatest revenues consistent with
the character of the title(s) and sound business practices in the publishing
industry. Furthermore, Origin shall, to the best of its ability, perform the
other services customarily rendered by book distributors which shall
include: warehousing, shipping, billing, customer service, the collection of
accounts receivable (but not litigation) and the processing of returns.
3. Origin may hold a sales conference for the Publisher to present
forthcoming titles to the sales and marketing team before each selling season
commences. Origin will notify Publisher of the date, time and place of each
sales conference.
4. Origin shall prepare its own order forms, invoices and other forms to
be used in the selling and billing of titles at its own expense.
5. Origin will provide basic trade marketing support at its own expense.
Trade marketing shall be defined as preparing seasonal catalogs, wholesale
microfiche charges and part of the space cost of participating in the ABA
convention.
6. Origin will offer special advertising and promotional opportunities,
including premium placement/display, catalog ads, special events, author
signings, secondary displays and consumer point-of-purchase signage for an
additional fee at the option of the publisher.
7. Origin shall maintain an 800# order line for the use of selling and
customer service. VISA and MasterCard facility will be made available to
customers.
8. Origin or its agents will sell Publisher's title(s) to the trade under
Origin's trade retail and wholesale discount policies, which are subject to
change from time to time.
9. Origin shall hold Publisher's inventory on consignment in Origin's
warehouse for the sale of Publisher's title(s), with legal title being
retained by Publisher until Origin's sale and shipment of the product. Origin
and Publisher shall mutually determine the quantities of each title being
held on consignment.
10. Origin will store Publisher's books in a near and orderly manner.
However, Publisher agrees to remove inventory within 60 days after advance
notification by Origin when Origin determines current levels of inventory are
in excess of current sales requirements.
11. Origin shall charge Publisher for services rendered on the basis of a
percentage of Net Sales (defined as gross sales less returns). Origin's
percentage shall cover all services except those as otherwise specified in
this agreement. The percentage shall be in effect for one year from the first
month of billing and will be subject to review and revision each year (12
months of billing activity) and every subsequent year as long as this
agreement is in force.
Sales and Distribution Charge as a percentage of Net Sales:
Commencing with the October 1997 sales period:
20% of all sales.
12. On or about the fifteenth day after the close of each monthly
accounting period, Origin will render to Publisher a detailed accounting of
all sales, current month's returns, and other charges, if any, occurring in
that period. Returns will be deducted from Origin's monthly payment to
publisher in the same month in which the deduction is taken against Origin.
13. Payments of the amounts due Publisher shall accompany the statement
and shall be made on the following schedule:
100% of the monies due 120 days after the close of each accounting month,
with a 15 day grace period.
14. Origin shall provide to Publisher monthly statements of all sales and
distribution activities. These reports shall record the number of books of
each title received from Publisher, the number shipped to or returned from
booksellers and such other reports that Origin prepares to inform Publisher
of sales of its titles.
15. In the event that Publisher's monthly returns deduction exceeds the
amounts owed by Origin in any monthly payment period, Origin can, at its
option:
A. ▇▇▇▇ Publisher for the amount payable upon presentation, or,
B. carry the credit balance over to the next period and any thereafter
until the obligation to Origin has been completely satisfied.
16. Origin shall make every effort, short of bad debt collection
procedures or collection lawsuits, to collect from its accounts the monies
due on Origin sales of Publisher's titles. If it is determined by Origin that
it cannot collect receivables from delinquent accounts, then Origin agrees to
turn the delinquent account(s) over to Publisher for collection purposes.
Origin retains the right to provide collection efforts and, if successful,
shall remit to Publisher the pro rata share after costs and expenses of said
collection efforts.
PERFORMANCE BY PUBLISHER
17. Publisher shall publish titles that include the following information:
copyright information, Library of Congress cataloguing in publication data,
full ISBN number, EAN bar coding and the price printed on the back cover of
each copy and such other data as is standard to the bookselling industry.
18. Publisher shall provide Origin upon request with seasonal catalog
copy, tip sheet copy, jacket cover art and selling materials as may be
required by the Origin sales force.
19. Publisher shall inform Origin of its intent to declare titles out of
print in a timely and appropriate manner by written notice. Publisher shall
also advertise all out of print declarations at its own expense. Origin
agrees to handle the placing of such ads.
20. Publisher shall bear the cost for all advertising, promotion and
publicity to the consumer and trade, except for those basic activities
identified in paragraph 5. Origin must first obtain written consent from
Publisher for any advertising, promotion and publicity expenditures that it
makes on behalf of Publisher.
21. Publisher holds the right to remainder any of its mint titles as long
as Origin shall be given ninety (90) days written notification prior to the
remainder sale. Publisher shall make all arrangements, and incur all costs,
including packing and shipping with respect to the remainder sale.
22. Publisher shall be responsible for insuring its inventory being held
in Origin's warehouse, or advising Origin in writing of its decision to
self-insure. Origin's responsibility is limited to careful and prudent
handling of all goods in its possession, but it assumes no responsibility for
fire, theft or other hazards that could be covered by all risk insurance.
MISCELLANEOUS
23. Titles that are determined to be in unsaleable condition due to damage
or shelf worn conditions resulting from being in retail stores or at
wholesaler premises will be stored separately. Such titles will be returned to
Publisher from time to time or at Publisher's written request, Origin will
destroy such titles, or donate them to an approved charitable organization.
24. It is understood and agreed that this contract is a sales and
distribution agreement only, and that Publisher retains all of Publisher's
liabilities in their entirety.
TERMS OF AGREEMENT
25. This agreement shall be in force for a period of 12 months. Subsequent
cancellation by either Origin or Publisher requires one hundred and twenty
days (120) advance notification before the anniversary date. If notification
is not given then this agreement will renew on a year to year basis with 120
days advance notification still required.
ARBITRATION
26. Any disputes arising under this Agreement shall be submitted to,
determined and settled by formal arbitration at the joint equal cost of the
parties in Murray, UT, pursuant to the laws of the State of Utah and the
rules of the American Arbitration Association. The parties agree to be bound
to and abide by the arbitration decision.
27. Any notice to be given under this agreement shall be in writing and
may be effected, either by personal delivery, or by U.S. mail, return receipt
requested. Mailed notices shall be sent to the parties at their following
addresses:
Origin Book Sales, Inc. Lighthouse Publishing Group
▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
6200 South ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Seattle, WA 981684664
In witness whereof, each of the parties hereto have caused its duly
authorized representative on its behalf to execute this agreement.
Origin Book Sales, Inc. Lighthouse Publishing Group, Inc.
/s/ ▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------- ----------------------
▇▇▇▇ ▇▇▇▇▇, General Manager ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Executive Administrator
10-1-97 9-27-97
------------------ ---------------
Date Date
CONTRACT ATTACHMENT "A"
Titles to be sold by Origin Trade Books, Inc. for Lighthouse Publishing
Group, Inc.
Wallstreet Money Machine
Real Estate Money Machine
Stock Market Miracles
How to Pick up Foreclosures
Brilliant Deductions
Bear Market Baloney
Business Buy The Bible
ATTACHMENT "B"
Account Street City State Zip
1 American Wholesale Book Co./Books A Million ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
2 ▇. ▇▇▇▇▇▇ Booksellers ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
3 ▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
4 ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
5 ▇▇▇▇▇▇ & Noble #200 ▇ ▇. ▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
6 Othelot ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇. #▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
7 Bookazine ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
8 Bookland of Maine ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
9 Borders, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
10 Brodard ▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
11 Clean Well Lighted Place for Books ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
12 Collseum Books ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
13 Crown Books Inc. ▇▇▇▇ ▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
14 ▇▇▇▇▇▇▇ College Stores ▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
15 Hastings ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
16 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇. ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
17 Lauriat's Inc/Encore/Royal ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
18 Marboro Books ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
19 Musicland Group ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
20 NACS Corp ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
21 New England Mobile Book Fair ▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
22 ▇▇▇▇▇▇'▇ Books ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
23 Rizzoli Bookstore ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
24 Tattered Cover ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
25 Tower Books ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
26 Virgin Megastore ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
27 Waldenbooks ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
28 Waterstone's ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇