Exhibit 10.6
From:
Sent:
To:
Subject: Amendment to Contract - Konami
AMENDMENT TO SOFTWARE DISTRIBUTION AGREEMENT
This amendment ("Amendment"), entered into as of April 25, 2002, is to the
Software Distribution Agreement ("Agreement"), dated April 8, 2002, between
Konami of America, Inc. ("Konami") and Majesco Sales Inc. ("Distributor")
(collectively the "parties"). The parties agree to amend the Agreement as
follows.
A. EXHIBIT A SPECIAL TERMS
1. SECTION 1(a) DESCRIPTION OF TERRITORY: delete the territory
of Mexico.
2. SECTION 1(b) RESTRICTIONS. Subsection (1) is amended to:
Distributor shall have the right to market and distribute the
Konami Products only to End Users located in the Territory by
means of Customary Retail Channels. Except that the Konami
Software titled Konami Krazy Racers may not be sold to
Customary Retail Channels in Canada.
3. SECTION 2 KONAMI SOFTWARE is amended to: Castlevania-Circle
of the Moon (AGB) Froggers Adventure: Temple of the Frog
(AGB) Gradius (AGB) Konami Krazy Racers (AGB) (All other
titles and terms arc deleted.)
4. SECTION 3 KONAMI TRADEMARKS is amended to: Konami (logo and
name ▇▇▇▇) Castlevania-Circle of the Moon Frogger's
Adventure: Temple of the Frog Gradius Konami Krazy Racers
5. SECTION 4(a) AMOUNT, subsection 2 is deleted.
6. SECTION 4(a) TERMS is amended to:
The minimum payment set forth, in this Section 4(a) shall be
due and payable in accordance with the following schedule:
Date Due and Payable Amount
Effective Date (****)
**** after first shipment (****)
7. SECTION 4(b) ADDITIONAL ROYALTIES/PURCHASE OF GOODS, AMOUNT;
subsections 2, 3 and 5 are deleted.
8. SECTION 4(b) ADDITIONAL ROYALTIES/PURCHASE OF GOODS, AMOUNT;
subsection 1 is amended to: Distributor shall pay Konami a
non-refundable royalty of (****) for each copy of the Konami
Software (Gradius and Konami Krazy Racers) sold by Konami to
Distributor in excess of (****) copies (combined sales).
Distributor shall pay Konami a non-refundable royalty of
(****) for each copy of the Konami Software (Frogger and
Castlevanias) sold by Konami to Distributor in excess of
(****) (combined sales). Royalties shall not be reduced due
to the return (for any reason) of any copies o the Konami
Software to Distributor or by any had debt.
9. SECTION 4(b) ADDITIONAL ROYALTIES/PURCHASE OF GOODS, TERMS is
amended to:
The royalties set forth in this Section 4(b) shall
accrue (****). Distributor shall pay such accrued
royalties (****).
10. SECTION 4(b) ADDITIONAL ROYALTIES/PURCHASE OF GOODS, PURCHASE
OF GOODS is amended to: Distributor shall submit an order for
Konami Software to Konami along with payment. for the cost of
goods from Nintendo and the royalties set forth in Section
4(b) for the Konami Software. Konami shall purchase the
Konami Software from Konami Corporation and immediately
transfer title to the Konami Software to Distributor.
Distributor shall arrange for shipping of the Konami Software
from the Nintendo of America replication facility. Konami
shall issue an invoice to Distributor showing payment for the
Konami Software.
B. EXHIBIT B GENERAL TERMS
1. SECTION 2. OWNERSHIP second sentence is deleted.
2. SECTION 4.1 USE OF KONAMI TRADEMARKS is amended to: Subject
to the terms arid conditions of this Agreement, Konami hereby
grants to Distributor a non-exclusive, limited license to use
the Konami Trademarks on Distributor's advertising and
printed
-------------------
(*) Confidential portion omitted and filed separately with the Securities
Exchange Commission.
2
materials only for the Konami Products. Distributor shall,
prior to its use of such advertising and printed materials,
submit such advertising and printed materials to Konami and
obtain Konami's prior written approval thereof. Distributor
shall display notices of trademark status (i.e., (R) or TM as
prescribed by Konami from time to time) adjacent to each use
of Konami Trademarks on each piece of advertising or printed
materials in which such Konami Trademark appears. Distributor
shall also include as a footnote to the Konami Trademarks
along with the first or most prominent use of each Konami
Trademark in each piece of advertising or printed materials
in which such Konami Trademark appear: "[▇▇▇▇] is a trademark
of Konami Corporation, which may be registered in certain
jurisdictions," and such other symbols and notices as may be
prescribed by Konami from time to time. Distributor will
include the Konami Trademark in all advertisements,
brochures, manuals or other appropriate materials used in the
promotion, distribution or use of the Konami Products.
3. SECTION 5.3 PROMOTIONAL ACTIVITIES is amended to:
Distributor, at its own expense, shall prepare such materials
as are reasonable and appropriate for the successful
marketing of the Konami Products, including product
descriptions and promotional and marketing materials.
Distributor shall, prior to the use of such promotional and
marketing materials, obtain Konami's written approval
thereof. Konami reserves the right to reasonably request
Distributor to change any references to the Konami Products
in such materials and upon receipt of such request,
Distributor shall promptly so change such materials.
Distributor acknowledges and agrees that Distributor cannot
use the Third Party Properties for the promotional and
marketing materials without obtaining Third Party Licensor's
approval thereof.
4. SECTION 9.3 DISTRIBUTOR GENERAL INDEMNITY, subsection (b) is
amended to: (b) claims and damages due to the failure by
Distributor to make all necessary payments to any third party
as required for the promotion, distribution and sales of the
Konami Products, and...
All other terms and conditions of the Agreement, except as previously amended,
shall remain the same and in full force and effect.
3
Konami of America, Inc.
By:
--------------------------------
Print Name:
Title:
Majesco Sales, Inc.
By:
--------------------------------
Print Name:
Title:
4