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EXHIBIT 10.13
LICENSING AGREEMENT
for
NORTH AMERICAN SEGASATURN SYSTEM
This Licensing Agreement is entered into and rendered effective as of this 26th
day of February, 1996, by and between SEGA ENTERPRISES, LTD., a Japanese
corporation with principal offices at ▇-▇▇, ▇▇▇▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇ (hereinafter "Sega"), and T.HQ, INC., a New York corporation with
principal offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, U.S.A. (hereinafter "Licensee").
Whereas, Sega has developed and currently distributes a home entertainment
system for playing video games and for other educational and informational
purposes, which is marketed in the United States of America and Canada as the
SegaSaturn System (hereinafter the "SSS"); and
Whereas, Sega has created and/or licensed a variety of video entertainment
properties which embody original game concepts, formats, methods of play,
characters and other visual images, and musical, spoken and other sounds, and
which are programmed and manufactured in CD-ROM format compatible with the SSS
(hereinafter the "SSS Software Series"); and
Whereas, Sega has developed or acquired substantial expertise, know-how and
technical information relating to the SSS and the design, development, and
manufacture of software products that are compatible with the SSS and comprise
the SSS Software Series; and
Whereas, Sega is the owner and developer of U.S. Patent No. 5,371,792; and
Whereas, Sega is also the owner of certain registered and unregistered
trademarks used in connection with the SSS, including "SEGA" and others
(collectively, the "Licensed Trademarks"); and
Whereas, Sega entered into an agreement on or about January 2, 1991, as amended
by an addendum entered into on or about June 7, 1991, with ▇▇▇▇▇ Engineering,
pursuant to which Sega is authorized to grant sublicenses to U.S. Patent No.
4,462,076; and
Whereas, Sega entered into an agreement on or about January 2, 1991, as amended
by an addendum entered into on or about October 12, 1992, with North American
Philips Corporation, pursuant to which Sega is authorized to grant sublicenses
to European Patent No. 80244; Canadian Patent No. 1,183,276; Hong Kong Patent
No. 88-4302; ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇-▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇▇ Patent Nos. 4,442,486
and 4,454,594; and Japanese Patent Application No. 82-205605; and
Whereas, Sega entered into an agreement on or about March 31, 1993, with Alpex
pursuant to which Sega is authorized to grant sublicenses to Canadian Patent
No. 1,082,351; French Patent No. 1,607,209; United Kingdom Patent No.
1,535,999; Japanese Patent No. 1,632,396; and German Patent No. 2,609,826; and
Whereas, the SSS is a newly developed platform and it is in the parties' mutual
interest to ensure high product quality and consumer acceptance of this new
system and its related software; and
Whereas, Licensee has created and/or licensed a variety of video entertainment
properties in and to which Licensee holds copyright or holds an appropriate
license from the applicable copyright owner (collectively, the "Licensee's
Properties"); and
Whereas, Licensee desires to be granted a non-exclusive license to develop,
have manufactured, and distribute Licensee's Properties as part of the SSS
Software Series; and
Whereas, Sega is willing, on the terms and subject to the conditions of this
Agreement, to grant Licensee the desired non-exclusive license concerning the
development, manufacturing, and distribution of Licensee's Properties as part
of the SSS Software Series;
Now therefore, in consideration for the mutual representations, warranties and
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Licensee and Sega
hereby agree as follows:
1. DEFINITION OF TERMS.
1.1 As used herein, the term "Licensed Products" shall mean the laser
optical disc-based products compatible with the SSS to be developed by
Licensee in furtherance of this Agreement, which products shall be
derived from Licensee's Properties specified in Exhibit A, attached
hereto, as may be amended by the parties in writing during the term of
this Agreement.
1.2 As used herein, the term "Licensed Territory" shall mean the countries
listed in Exhibit B, attached hereto.
2. LICENSED TECHNOLOGY.
2.1 Sega shall provide Licensee with certain technical information regarding
the SSS and the programming of software products compatible with the
SSS, including, without limitation, information regarding the security
system incorporated within the SSS and the software products compatible
therewith (collectively, the "Licensed Technology") from time to time
during the term of this Agreement.
2.2 Sega agrees to sell and license to Licensee and Licensee may elect (but
is not required) to purchase and license from Sega the hardware and
software items referenced in the SSS Development Equipment Price List,
which will be provided by Sega and/or Sega of America, Inc., a
California corporation with principal offices at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter "SOA") from time to time
during the term of this Agreement (such items shall be collectively
called the "Development Equipment"). Sega agrees that it shall use its
commercially reasonable efforts to supply the specific quantities of any
and all such items as may be requested by Licensee.
2.3 Licensee acknowledges and agrees that the Development Equipment which
Licensee may elect or have elected to purchase and license from Sega
contains certain confidential technical information and trade secrets
which are proprietary to Sega, that any and all Development Equipment
shall be a part or parts of the Licensed Technology and that Licensee's
use thereof shall be subject to the provisions of this Agreement and the
Confidentiality Agreement, dated December 29, 1993, separately concluded
between Sega's agent, SOA, and Licensee (hereinafter the
"Confidentiality Agreement").
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3. GRANT OF LICENSE.
3.1 Subject to the terms and conditions set forth in this Agreement, Sega
hereby grants Licensee a non-exclusive license to use the Licensed
Technology disclosed by Sega solely to design, develop and have
manufactured (by a Licensed Manufacturer) the Licensed Products based on or
otherwise derived from Licensee's Properties specified in Exhibit A,
attached hereto, which Licensed Products shall be marketed, sold and
distributed by Licensee only within the Licensed Territory in strict
compliance with the provisions of this Agreement, including the Exhibits
attached hereto. The license herein granted to Licensee includes the right
and privilege during the term of this Agreement to use the Licensed
Trademarks identified in Exhibit C, attached hereto, in conjunction with
the Licensed Products to provide notice that the Licensed Products are
designed and intended for use with the SSS.
3.2 By its execution of this Agreement, Licensee accepts the non-exclusive
license granted to it herein and agrees to abide by and comply with all of
the terms and conditions set forth in this Agreement. Licensee agrees that
it shall not directly or indirectly solicit orders from and/or sell any
units of the Licensed Products to any person or entity outside of the
Licensed Territory without the prior written consent of Sega, and Licensee
further agrees that it shall not directly or indirectly solicit orders for
and/or sell any units of the Licensed Products in any situation where
Licensee reasonably should know that such Licensed Products will be
exported or resold outside of the Licensed Territory.
3.3 The license granted to Licensee in Subsection 3.1, above, also includes the
non-exclusive, non-transferable sublicense to use the patents set forth in
Exhibit D (hereinafter the "Licensed Patents"), attached hereto and as may
be amended by Sega during the term of this Agreement, solely in conjunction
with the development, marketing, sale and distribution of Licensed
Products.
3.4 This Agreement in no way grants Licensee the right to manufacture any units
of the Licensed Products. The manufacture of the Licensed Products involves
trade secrets and technology upon which patents are pending. Accordingly,
manufacture of all Licensed Products can only be accomplished by a Licensed
Manufacturer. As used herein, the term "Licensed Manufacturer(s)" shall
mean the manufacturers approved by Sega to utilize Sega's trade secrets and
technology upon which patents are pending, in the manufacture of any units
of the SSS Software Series.
4. LIMITATION OF LICENSE
4.1 Licensee acknowledges and agrees that: (i) the license and sublicense
granted to it in Subsections 3.1 and 3.3, above, shall not be deemed to
extend in any manner to any of Licensee's Properties unless and until Sega
and/or Sega's agent, SOA, shall have expressly approved such development
proposals in accordance with the provisions of Sections 6 and 7, below; and
(ii) the commencement of the design and/or development of any of Licensee's
Properties in a format compatible with the SSS prior to Sega's express
written approval with respect thereto in accordance with the provisions of
Section 6, below, shall be undertaken at Licensee's sole risk and expense
and without any expectancy that such property or properties shall become an
authorized part of the SSS Software Series. Licensee further acknowledges
and agrees that the maximum number of Licensed Products to be released by
Licensee in each successive twelve (12) month period during the term of
this Agreement shall be three (3) products unless the prior written consent
of Sega's agent, SOA, has been obtained, which consent shall be evidenced
by the return of a copy of Licensee's request for authorization to release
such additional Licensed Product(s) with the following legend inscribed on
such copy and signed on behalf of Sega: "Approved by Director, Third Party
Licensing" (or such other representative as Sega shall designate in
writing).
4.2 Licensee shall not make use of any of the Licensed Trademarks, Licensed
Patents and/or Licensed Technology (or any portion thereof) licensed
hereunder except in strict compliance with the provisions of this Agreement
or as may be otherwise expressly authorized in writing by Sega. No right,
license or privilege has been granted to Licensee hereunder concerning the
development of any collateral product or other such after-market use or
purpose which displays or depicts any of the Licensed Trademarks. No
promotional or novelty items or premium products (e.g., T-shirts, posters,
stickers, etc.) displaying or depicting any of the Licensed Trademarks
shall be developed, manufactured, marketed, sold, and/or distributed by
Licensee or in its behalf unless the written consent of Sega shall first
have been obtained.
4.3 Licensee agrees that it shall not at any time, both during and
subsequent to the term of this Agreement, unless the written consent of
Sega shall first have been obtained: (i) use the Licensed Patents and/or
Licensed Technology (or any portion thereof), directly or indirectly, to
develop, manufacture, and/or otherwise produce any article of merchandise
other than the specific Licensed Products expressly authorized during the
term of this Agreement to be developed and distributed hereunder; and/or
(ii) use any of the Licensed Trademarks, directly or indirectly, to market
and/or otherwise promote the sale of any third party products or services.
4.4 Subject to the provisions of Subsection 19.3, below, Licensee represents
and warrants that in the event of the expiration or earlier termination of
this Agreement, Licensee shall not make use of any of the source code,
object code, or technical documentation of or concerning the Licensed
Products, and/or of whatever other related materials used for the
development and/or production of the Licensed Products, which remain within
its custody or under its control for the continued manufacture of any units
of any of the Licensed Products, unless the prior written consent of Sega
shall first have been obtained; provided, however, nothing herein shall be
construed so as to prohibit or otherwise restrict Licensee from using
portions of the source code for any of the Licensed Products which are not
specific to the SSS and which do not contain and are not derived from any
portion of the Licensed Technology and/or Licensed Patents, and which can
be used for the development of separate versions of any of the Licensee's
Properties for other video games or personal computer systems.
4.5 All rights and interests with respect to the Licensed Trademarks, Licensed
Patents and/or the Licensed Technology not specifically granted herein to
Licensee are expressly reserved by Sega and may be used by Sega without
limitation. Any use by Sega of such reserved rights, including, without
limitation, the use or authorization of others to use any of the Licensed
Trademarks, Licensed Patents and/or the Licensed Technology in any manner
in connection with any articles of merchandise other than the specific
Licensed Products expressly authorized hereunder shall not be deemed unfair
competition, interference, or infringement of any of Licensee's rights
hereunder.
4.6 The distribution of any Licensed Product through electronic media,
including, without limitation, via cable, fiber optic, telephone lines,
microwave and/or radio waves, is expressly excluded from the license herein
granted to Licensee.
5. SUBCONTRACTING AND SUBLICENSING.
5.1 Licensee is not authorized to subcontract or sublicense the license and/or
sublicense herein granted without the
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prior written consent of Sega. Licensee acknowledges and agrees that it
shall not be released from liability with respect to the truth of every
representation and warranty, and the performance of every term,
condition, obligation and covenant set forth in this Agreement by reason
of Sega's consent to any proposed sale, assignment, delegation,
subcontract, sublicense, transfer or encumbrance unless Sega expressly
grants such release in writing.
5.2 In the event Licensee desires to contract with any third party
concerning the design and/or development of any of the Licensed
Products, Licensee represents and warrants that it shall not disclose
any of the Licensed Technology and/or the Licensed Patents to such third
party unless and until Licensee shall have obtained the written consent
of Sega and such third party shall have executed a separate agreement
with Sega concerning such entity's proposed use of the Licensed
Technology and/or Licensed Patents, which separate agreement shall
include confidentiality obligations like those set forth in the
Confidentiality Agreement. Notwithstanding any consent which may be
granted by Sega for License to use the product design and/or development
services of any third party, Licensee shall be responsible and shall
remain liable for compliance with all of the provisions of this
Agreement.
6. CONCEPT APPROVAL OF THE LICENSED PRODUCTS.
6.1 Licensee acknowledges and agrees that the Licensed Products shall be
approved in concept form before Licensee commences programming of the
software for each of the Licensed Products. To this end, Licensee agrees
that Licensed Products, including, without limitation, the concept and
title of each of the Licensed Products and/or the Licensee's use of any
of the Licensed Trademarks, shall be subject to SOA's prior written
approval on behalf of Sega as to acceptable standards of compatibility,
nature, appearance, quality, style and labeling.
6.2 Licensee, in order to be granted the approval described in Subsection
6.1 above for each of the Licensed Products (other than a conversion of
a commercially released computer software product, consumer video game
product or coin-operated arcade video game), agrees to submit to Sega's
agent, SOA, for its written approval on behalf of Sega, the following
materials: (i) a completed Third Party Concept Registration Form, a
sample of which is attached hereto as Exhibit G, and which Form shall
state and provide, without limitation, any and all information regarding
the title and category, the approximate code completion and product
release dates, number of disks, the estimated quantity of the initial
units to be manufactured on behalf of Licensee, proof of license to use
another third party's licensed trademarks or property, compatibility to
peripheral devices, availability on competing hardware systems and the
estimated advertising budget; (ii) a written description setting forth,
without limitation, the proposed game design, storyline, characters,
game style and play features with instructions as to how each proposed
game is to be played, user interface characteristics, multiple player
options, a development team profile, special hardware/software
requirements, a list of differences with other versions developed for
competing hardware systems, and any additional information useful in
evaluating the proposed game; (iii) storyboards and graphic art,
including the appearance of characters; and (iv) a description of any
Easter Eggs, i.e. secret codes, which Licensee intends to include in the
video game programs to allow the player special abilities or knowledge
and which will not be described in the game manual.
6.3 For each Licensed Product which is a conversion of a commercially
released computer software product, consumer video game product or
coin-operated arcade video game, Licensee shall provide Sega's agent,
SOA, for its written approval on behalf of Sega, with the following
materials (as appropriate): (i) a copy of such released computer
software product; (ii) a videotape of the audiovisual work comprising
such released coin-operated arcade video game; (iii) a written delta
design specification that describes the differences between the proposed
Licensed Product and the previously released version of such product,
including, without limitation, any differences with respect to the
music, sound effects, graphics, user interface and/or controls; and (iv)
a completed Third Party Concept Registration Form, a sample of which is
attached hereto as Exhibit G, filled out as described in Subsection
6.2(i) above.
6.4 Notwithstanding any approval SOA may grant on behalf of Sega in
connection with the Third Party Concept Registration Form and materials
attached thereto, Licensee acknowledges and agrees that such approval is
for the concept only, and further approvals of code and packaging will
be necessary when those materials are completed.
7. DEVELOPMENT OF THE LICENSED PRODUCTS/SUBMISSION AND APPROVAL OF SAMPLES.
7.1 Licensee acknowledges and agrees that it shall be solely responsible for
the development, at Licensee's risk and expense, of any and all
materials to be incorporated into the Licensed Products, including,
without limitation, the reproducible computer programs based on or
otherwise derived from Licensee's Properties and the related artwork for
the packaging inlays, product labels and user manuals, as well as any
other printed materials which Licensee proposes to include with any of
the Licensed Products. Sega shall not be obligated to collaborate with
Licensee in the development of any of the materials comprising or
otherwise incorporated into any of the Licensed Products.
7.2 Licensee agrees to use diligent, good faith efforts to submit to Sega's
agent, SOA, on or before the scheduled delivery dates set forth in
Exhibit F, attached hereto, for its written approval on behalf of Sega,
the following materials for each submitted Licensed Product: (i) a
completed SSS Master CD-ROM Release Form, a sample of which will be
provided by SOA; (ii) four (4) write once CDs containing finished game
code, together with a complete description of any Easter Eggs, i.e.
secret codes, which Licensee has included in such finished game code;
(iii) a VHS videotape of all game footage; (iv) a hard copy of all text
appearing in the game; and (v) all packaging, artwork, and written
materials related to such submitted Licensed Product. Sega's agent, SOA,
shall promptly evaluate any write once CD samples containing finished
game code and related materials for each of the Licensed Products
submitted to it by Licensee, and shall use reasonable efforts to approve
or disapprove any such submitted samples of the reproducible materials
required for the production of the Licensed Products in writing within
twenty one (21) working days after receipt of any such items. Sega's
agent, SOA, shall specify the reasons for its disapproval of the write
once CD samples and related materials for any of the Licensed Products
and state the revisions and/or improvements to be undertaken by Licensee
in order to receive approval. After making such revisions and/or
improvements as are deemed necessary, Licensee shall submit such revised
software and/or materials for any affected Licensed Product to Sega's
agent, SOA, for its re-evaluation and potential approval on behalf of
Sega. The procedures described in this Subsection 7.2 shall be repeated
until the write once CD samples of each of the Licensed Products are
expressly approved in writing by Sega's agent, SOA. SOA's approval of
such write once CD samples shall be
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evidenced by the return of a copy of Licensee's request for approval
with the following legend inscribed on such copy and signed on behalf of
Sega: "Approved by Director, Third Party Licensing" (or such other
representative as Sega shall designate in writing).
7.3 After obtaining SOA's written approval on behalf of Sega of the write
once CD samples containing finished game code, Licensee agrees to submit
to Sega's agent, SOA, three (3) pre-production samples of each Licensed
Product for its written approval on behalf of Sega. Sega agrees that
any requested approval to be made by its agent, SOA, of any such
pre-production samples of the Licensed Products shall not be
unreasonably withheld. No production units of any of the Licensed
Products shall be manufactured, marketed, sold or distributed by or for
Licensee unless written approval for such pre-production samples of each
Licensed Product shall first have been obtained from Sega's agent, SOA,
which approval shall be evidenced by the return of a copy of Licensee's
request for approval with the following legend inscribed on such copy
and signed on behalf of Sega: "Approved by Director, Third Party
Licensing" (or such other representative as Sega shall designate in
writing).
7.4 Licensee agrees that: (i) each of the Licensed Products shall be of such
content, quality, style and appearance as shall, in accordance with the
provisions of Section 8, below, provide appropriate notice to third
parties of Sega's proprietary rights, title and interests in and to the
Licensed Patents, the Licensed Technology, and the Licensed Trademarks;
and (ii) each of the Licensed Products shall conform in all material
respects with all standards and specifications of or concerning the SSS
and/or the SSS Software Series which may be promulgated by Sega from
time to time during the term of this Agreement and communicated to
Licensee.
7.5 After the pre-production samples of the final software and related
materials for each of the Licensed Products have been approved by Sega's
agent, SOA, Licensee shall not change them in any material respect
without the prior written consent of Sega or its agent, SOA. Prior to
the initial commercial release of each of the Licensed Products,
Licensee shall send to Sega's agent, SOA, at no charge twelve (12) units
of each of the Licensed Products to evidence Licensee's control over the
production quality of the Licensed Products. In the event any Licensed
Products are changed in any material respect from the units initially
provided pursuant to this Subsection 7.5, Licensee shall send to Sega's
agent, SOA, at no charge two (2) units of each of such Licensed
Products. If any of the Licensed Products distributed by Licensee fail
to conform with the standards previously adopted by Sega and the samples
previously approved by Sega's agent, SOA, then Sega may elect, at its
sole discretion, to: (i) terminate this Agreement in accordance with the
provisions of Subsection 18.2, below; or (ii) require that Licensee
bring any such noncomplying Licensed Products into compliance within
thirty (30) days after receipt of written notice from Sega. The failure
of Licensee to demonstrate that any affected units of such Licensed
Product have been brought into compliance within such prescribed period
shall entitle Sega to terminate this Agreement pursuant to the
provisions of Subsection 18.2, below.
7.6 Licensee agrees that, if so required by Sega and/or any governmental
entity, it shall submit each Licensed Product to such third party as is
designated by Sega and/or the governmental entity for the purpose of
obtaining consumer advisory rating code(s) for the Licensed Product. Any
and all costs and expenses incurred in connection with the procurement
of such consumer advisory rating code(s) shall be borne solely by
Licensee.
7.7 Licensee acknowledges and agrees that its failure to comply with the
provisions of this Section 7 shall result in immediate, irreparable and
irremediable damage to Sega. Licensee further acknowledges and agrees
that there is no adequate remedy at law in the event of such failure,
and that Sega shall be entitled to equitable relief in the way of
temporary and permanent restraining orders and injunctions and such
other and further relief as any court of competent jurisdiction may deem
just and proper.
8. LABELING REQUIREMENTS.
8.1 It is an essential condition of this Agreement that each and every copy
of the Licensed Products and related materials, including, without
limitation, the related packaging, user manuals, labels, and containers
shall have conspicuously, legibly and irremovably affixed thereto the
notices specified in the guidelines provided by SOA, which may be
amended from time to time by Sega at its discretion during the term of
this Agreement. Once any proposed artwork submitted by Licensee is
approved by Sega's agent, SOA, any subsequent modifications thereto
which may be requested by Sega or its agent, SOA, shall be undertaken
and implemented at Sega's expense; provided, however, if any such
modification is requested in order to obtain and/or maintain protection
for any of the Licensed Patents, Licensed Trademarks, and/or Licensed
Technology, such modification shall be implemented at Licensee's expense
in the manner of a rolling change (i.e., Licensee shall promptly
incorporate any such modification into future production units of the
Licensed Products, while being permitted to continue to sell and
distribute those units which then exist in inventory).
8.2 Licensee further agrees that it shall cause to be affixed conspicuously
and legibly on each Licensed Product manufactured, used and/or sold by
or for Licensee, and on the related packaging materials for each such
Licensed Product: (i) any and all consumer advisory rating code(s)
required by Sega and/or any governmental entities subject to the
conditions provided in Subsection 7.6 hereof; and (ii) the following
notice:
Patents:
U.S. Nos. 4,442,486/4,454,594/4,462,076;
Europe No. 80244; France No. 1,607,029;
United Kingdom No. 1,535,999;
Germany No. 2,609,826;
Canada No. 1,183,276/1,082,351;
Hong Kong No. 88-4302;
Singapore No. 88-155;
Japan No. 1,632,396
U.S. ▇▇▇. No. 5,371,792
U.S. ▇▇▇. No. 5,460,374
Licensee acknowledges and agrees that in the event Sega notifies
Licensee during the term of this Agreement of any modification(s) and/or
additions to the notice set forth in this Subsection 8.2, then Licensee
shall implement such additions and/or modifications at Licensee's
expense in the manner of a rolling change (i.e., Licensee shall promptly
incorporate such modification(s) into future production units of the
Licensed Products, while being permitted to continue to sell and
distribute those units which then exist in Licensee's inventories).
8.3 Licensee agrees that the opening title screen shall, in strict
compliance with the software manual provided to Licensee by Sega,
contain the following items: (i) the blue Sega logo; (ii) Licensee's
name and the title of the product, together with Licensee's trademark
and copyright notices; and (iii) the following attribution line, which
shall appear at the bottom of the screen, below Licensee's name:
"Licensed by Sega Enterprises, Ltd."
9. ADVERTISING MATERIALS.
9.1 Pre-production samples of the advertising, merchandising, promotional
and display materials of or
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concerning the Licensed Products (collectively, the "Advertising
Materials") shall be submitted by Licensee to Sega's agent, SOA, free of
cost, for its evaluation and approval on behalf of Sega as to quality,
style, appearance, and use of any of the Licensed Trademarks, and
appropriate reference of the notices specified in the guidelines provided
by SOA, prior to any actual production, distribution, or use of any such
items by Licensee or in its behalf. No such proposed Advertising Materials
shall be produced, distributed, or otherwise used directly or indirectly by
Licensee unless written approval for such materials shall first have been
obtained from Sega's agent, SOA, which approval shall be evidenced by the
return of a copy of Licensee's request for approval with the following
legend inscribed on such copy and signed on behalf of Sega: "Approved by
Director, Third Party Licensing" (or such other representative as Sega
shall designate in writing).
9.2 Sega's agent, SOA, shall promptly evaluate any and all pre-production
samples of the Advertising Materials submitted to it by Licensee, and shall
use reasonable efforts to approve or disapprove any such submitted
Advertising Materials in writing within ten (10) working days after receipt
of such items. Sega's agent, SOA, shall specify the reasons for its
disapproval of any submitted Advertising Materials and state the revisions
and/or improvements to be undertaken by Licensee in order to receive
approval. After making such revisions and/or improvements as are deemed
necessary, Licensee shall submit revised copies of any affected Advertising
Materials to Sega's agent, SOA, for its re-evaluation and potential
approval on behalf of Sega.
9.3 The procedures described in Subsection 9.2, above, shall be repeated until
the proposed Advertising Materials concerning any of the Licensed Products
are expressly approved in writing by Sega's agent, SOA, or until Licensee,
at its discretion, determines that it does not desire to publish or
otherwise use any affected Advertising Materials which have not been
previously so approved.
9.4 Subject in each instance to the prior written approval of Sega's agent,
SOA, Licensee may use such textual and/or pictorial advertising matter (if
any) as may be created by Sega or in its behalf pertaining to the SSS, the
SSS Software Series, and/or to the Licensed Trademarks on such promotional
and advertising materials as may, in Licensee's judgment, promote the sale
of the Licensed Products within the Licensed Territory.
10. ROYALTY PAYMENTS AND REPORTS.
10.1 The per unit royalty for each unit of the Licensed Products and the minimum
guaranteed royalty for the license granted to Licensee hereunder as a
non-refundable advance payment are specified in Exhibit H, attached hereto.
The payment of such minimum guaranteed royalty shall be made by Licensee
within five (5) working days after the date of SOA's approval on behalf of
Sega of the write once CD samples containing the finished game code (in
CD-ROM form) for each of the Licensed Products in accordance with the
provisions of Subsection 7.2, above, and shall be credited as an advance
against the royalties to be paid to Sega pursuant to Subsection 10.2,
below.
10.2 Upon Licensee's issuance of any purchase order for the manufacture of
Licensed Products (hereinafter a "Purchase Order"), Licensee shall
immediately forward to Sega and SOA a copy of such Purchase Order. Within
five (5) working days of Licensee's issuance of any Purchase Order,
Licensee shall make the non-refundable royalty payment due Sega, pursuant
to the terms set forth in Exhibit H, attached hereto, with respect to the
number of units of the Licensed Products so ordered. Licensee acknowledges
and agrees that, in the event Licensee fails to make the required royalty
payment to Sega within the specified time period, Sega may notify the
Licensed Manufacturer that the units of the Licensed Product(s) requested
pursuant to said Purchase Order may not be released to License until such
time as Sega notifies the Licensed Manufacturer that it has received the
appropriate royalty payment.
10.3 Within thirty (30) days following the end of each calendar quarter
throughout the term of this Agreement (which calendar quarters shall
commence on January 1, April 1, July 1, and October 1), (i) Licensee shall
procure that each Licensed Manufacturer utilized by Licensee shall submit
to Sega a written statement (signed by an officer of the corporation)
indicating, by product title, the number of units of the Licensed Products
which such Licensed Manufacturer has manufactured during the preceding
calendar quarter, and (ii) Licensee shall submit to Sega a written
statement indicating, by country and by product title, the number of units
of the Licensed Products sold by Licensee during such preceding calendar
quarter. A copy of all reports required hereunder shall be sent to (i)
Sega's agent, SOA (Attention: Director, Third Party Licensing - or to such
other department or representative as Sega shall designate in writing), and
(ii) Sega (Attention: CS Third Party Division - or to such other department
or representative as Sega shall designate in writing).
10.4 No costs incurred in the development, manufacture, marketing, sale, and/or
distribution of the Licensed Products shall be deducted from any royalties
payable to Sega hereunder. Similarly, there shall be no deduction from the
royalties otherwise owed to Sega hereunder as a result of any uncollectible
accounts owed to Licensee, or for any credits, discounts, allowances or
returns which Licensee may credit or otherwise grant to any third party
customer of any units of the Licensed Products, or for any taxes, fees,
assessments, or expenses of any kind which may be incurred by Licensee in
connection with its sale and/or distribution of any units of the Licensed
Products.
10.5 Licensee acknowledges and agrees that it shall be solely responsible for
any withholding taxes and/or other such assessments which may be imposed by
any governmental authority within the Licensed Territory with respect to
the royalties paid to Sega hereunder. Licensee shall be entitled to deduct
such payments from royalties otherwise due to Sega; provided, however, that
no such deduction shall be taken unless and until Licensee has deposited
the payments with the governmental authority responsible for the collection
of such taxes and/or assessments. Regardless of the actual amount of
withholding taxes paid or assessed, the deduction from royalties permitted
hereunder for withholding tax deposited by Licensee may not exceed the
lesser of: (i) the actual withholding taxes deposited in connection with
royalty payments or (ii) ten percent (10%) of the royalties against which
the withholding tax is asserted. Licensee further agrees to indemnify and
hold Sega harmless from and against any claims, losses, liabilities,
damages, expenses and costs, including, without limitation, reasonable fees
for attorneys and court costs, which result from Licensee's failure to
timely pay any such withholding taxes or other assessments, and/or which
are incurred in the settlement or avoidance of any such claim. Prior to
January 31 of each year during the term of this Agreement and during the
year immediately following the expiration and/or termination of this
Agreement, Licensee shall forward to Sega a copy of the Annual Withholding
Tax Return for U.S. Source Income of Foreign Persons (Form 1042).
Furthermore, by the end of the month following the month of each royalty
payment during the term of this Agreement and, as appropriate, during the
year immediately following the expiration and/or termination of this
Agreement, Licensee
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shall forward to Sega a copy of the Foreign Person's U.S. Source Income
Subject to Withholding (Form 1042S) (or similar form as appropriate
based on Licensee's country of residence). For example, by January 31,
1996, Licensee shall forward to Sega Form 1042 for the 1995 calendar
year; by the end of May 1996, Licensee shall forward to Sega Form 1042S
for a royalty payment made to Sega in April, 1996. Licensee shall
provide to Sega such reasonable assistance as Sega may request in
connection with any claim by Sega for a credit or refund of such
withholding taxes or assessments.
10.6 All sums to be paid to Sega hereunder shall be paid in Japanese Yen and
shall be remitted by wire transfer on or before the applicable due date
to such bank account as shall be designated by Sega for such purpose.
The receipt and deposit by Sega or any royalty payment tendered by or on
behalf of Licensee shall be without prejudice to any rights or remedies
of Sega and shall not restrict or prevent Sega from thereafter disputing
the accuracy of such payment.
10.7 Licensee acknowledges and agrees that all sums owed or otherwise payable
to Sega hereunder shall bear interest at the rate of one and one-half
percent (1-1/2%) per month, or such lower rate as may be the maximum
rate permitted under applicable law, from the date upon which payment of
the same shall first become due up to and including the date of payment
thereof whether before or after judgment, and that Licensee shall be
additionally liable for all costs and expenses of collection, including,
without limitation, reasonable fees for attorneys and court costs.
Notwithstanding the foregoing, such specified rate of interest shall not
excuse or be construed as a waiver of Licensee's obligation to timely
provide any and all payments owed to Sega hereunder.
11. RECORDS AND AUDIT.
Licensee shall retain at its principal place of business for a period
of two (2) years after making any royalty report, all of the files, records and
books of account prepared in the normal course of business which contain data
reasonably required for the computation and verification of the amounts to be
paid and the information to be given in any such royalty report required
hereunder. Licensee shall permit Sega and/or a licensed certified public
accountant ("CPA") retained by Sega to inspect and/or audit at any reasonable
times (but not more often than quarterly) of all such files, records and books
of account and to take extracts therefrom or make copies thereof for the
purpose of verifying the correctness of the royalty reports and payments
provided by Licensee hereunder. Licensee shall give Sega and/or its CPA such
other information as may be necessary and proper to enable the royalty payments
due to Sega hereunder to be accurately ascertained. All information obtained by
Sega and/or its CPA under this Section 11 shall be maintained in strict
confidence in accordance with the provisions of Section 17, below. In addition
to promptly paying Sega any such sums as are identified by any inspection
and/or audit reveals that Licensee has underpaid Sega by three (3) percent or
more with respect to any calendar month, Licensee shall reimburse Sega for the
costs of such inspection and/or audit promptly upon demand.
12. DISTRIBUTION.
12.1 Licensee acknowledges and agrees that throughout the term of this
Agreement, at no expense to Sega, and in accordance with the provisions
of this Agreement, it shall use diligent, good faith efforts to
stimulate demand for the Licensed Products throughout the Licensed
Territory and to supply any resulting demand for such products.
12.2 Subject to availability, Licensee agrees to sell to Sega and its agent,
SOA, quantities of the Licensed Products at as low a price and on terms
as favorable as Licensee sells similar quantities of the Licensed
Products to the general trade; provided, however, any such units of the
Licensed Products may not be distributed, directly or indirectly, for
resale within the Licensed Territory without Licensee's prior written
consent.
13. REPRESENTATIONS AND WARRANTIES.
13.1 Sega represents and warrants solely for the benefit of Licensee that:
(a) Sega has the right, power and authority to enter into this
Agreement and to fully perform its obligations hereunder.
(b) Sega has the right, power and authority to grant Licensee the
sublicense identified in Subsection 3.3, above, per the terms set
forth therein.
(c) As of the date of execution of this Agreement, Sega has filed
applications for registration of the Licensed Trademarks in the
specific countries and to the extent expressly referenced in
Exhibit E, attached hereto.
(d) The making of this Agreement by Sega does not violate any separate
agreement, rights or obligations existing between Sega and any
other person or entity, and throughout the term of this Agreement,
Sega shall not make any separate agreement with any person or
entity that is inconsistent with any of the provisions of this
Agreement.
13.2 Licensee represents and warrants solely for the benefit of Sega that:
(a) Licensee has the right, power and authority to enter into this
Agreement and to fully perform its obligations hereunder.
(b) Licensee is and will be at all times while the Licensed Products
are offered for sale, either: (i) the exclusive owner of all
rights, title and interests within the Licensed Territory in and to
the audiovisual works based on or otherwise derived from Licensee's
Properties and encoded in the Licensed Products; or (ii) the holder
of the exclusive rights within the Licensed Territory to develop
and distribute Licensed Products based on or otherwise derived from
each of Licensee's Properties which was not originally created by
Licensee and was instead licensed or otherwise obtained by Licensee
from a third party for use in the development of any affected
Licensed Product, and Licensee agrees that it shall furnish
verification of such rights to the satisfaction of Sega promptly
upon request.
(c) Licensee is and will be at all times while the Licensed Products
are offered for sale, either: (i) the exclusive owner of all
rights, title and interests within the Licensed Territory in and to
the name or other designation used as the title for each of the
Licensed Products; or (ii) the holder of the exclusive rights
within the Licensed Territory to develop and distribute Licensed
Products which bear the name or other designation used as the title
for each of the Licensed Products which was not originally created
by Licensee and was instead licensed or otherwise obtained by
Licensee from a third party for use in conjunction with any
affected Licensed Product, and Licensee agrees that it shall
furnish verification of such rights to the satisfaction of Sega
promptly upon request.
(d) As of the date of execution of this Agreement, Licensee is unaware
of any outstanding claim against any rights, title or interests of
Licensee in and to the audiovisual work for each video game program
used in any of the Licensed Products.
(e) As of the date of execution of this Agreement, Licensee is unaware
of any outstanding claim(s) against any rights, title or interest
of Licensee in and to any name or other designation used as the
title for any of the Licensed Products.
(f) The making of this Agreement by Licensee does
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not violate any separate agreement, rights or obligations
existing between Licensee and any other person or entity, and
throughout the term of this Agreement, Licensee shall not make
any separate agreement with any person or entity that is
inconsistent with any of the provisions of this Agreement.
(g) Licensee shall not make any representation or give any warranty
to any person or entity expressly or impliedly on behalf of
Sega or its agent, SOA, or to the effect that the Licensed
Products are connected in any way with Sega or its agent, SOA
(other than that the Licensed Products have been developed,
manufactured, marketed, sold, and/or distributed under license
from Sega).
(h) The Licensed Products shall be promoted, advertised,
merchandised, marketed, sold, and distributed in accordance with
any and all applicable statutes, laws, ordinances, and
regulations within the Licensed Territory.
(i) Licensee shall not, directly or indirectly, solicit orders from
and/or sell any units of the Licensed Products to any person
or entity outside of the Licensed Territory or in any situation
where Licensee reasonably should know that such Licensed
Products will be exported or resold outside of the Licensed
Territory.
(j) Licensee's policies and practices with respect to the
marketing, sale, and/or distribution of the Licensed Products
shall in no manner reflect adversely upon the name, reputation
or goodwill of Sega.
14. INDEMNITIES: ASSUMPTION OF RISK.
14.1 Sega agrees to indemnify and hold Licensee harmless from and against any
and all claims, losses, liabilities, damages, expenses and costs,
including, without limitation, reasonable fees for attorneys and court
costs, which result from a breach of any of the warranties expressly set
forth in Subsection 13.1, above, or incurred in the settlement or
avoidance of any such claim; provided, however, that Licensee shall give
prompt written notice to Sega of the assertion of any such claim, and
provided further that Sega shall have the right to select counsel and
control the defense and/or settlement thereof, subject to the right of
Licensee to participate in any such action or proceeding at its own
expense with counsel of its own choosing. Licensee shall not agree to
the settlement of any such claim, action or proceeding without Sega's
prior written consent.
14.2 Licensee agrees to indemnify and hold Sega and its agent, SOA, harmless,
and at Sega's option defend Sega and its agent, SOA, from and against
any and all claims, losses, liabilities, damages, expenses and costs,
including, without limitation, reasonable fees for attorneys and court
costs, which result from a breach or alleged breach of any of the
warranties expressly set forth in Subsection 13.2, above, or incurred in
the settlement or avoidance or any such claim; provided, however, that
Sega and/or its agent, SOA, shall give prompt written notice to Licensee
of the assertion of any such claim, and provided further that Licensee
shall have the right to select counsel and control the defense and/or
settlement thereof, subject to the right of Sega and its agent, SOA, to
participate in any such action or proceeding at its own expense with
counsel of its own choosing. Neither Sega, nor its agent, SOA, shall
agree to the settlement of any such claim, action or proceeding without
Licensee's prior written consent.
14.3 SEGA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES UNDER THIS AGREEMENT
WITH RESPECT TO THE LICENSED PRODUCTS AS BETWEEN SEGA AND LICENSEE AND
AS BETWEEN SEGA AND ANY THIRD PARTY PURCHASERS OF ANY UNITS OF THE
LICENSED PRODUCTS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES
OF MERCHANTABILITY AND/OR OF FITNESS FOR ANY GENERAL OR PARTICULAR
PURPOSE.
14.4 Licensee acknowledges and agrees that, in accordance with the provisions
of this Agreement, neither Sega, nor its agent, SOA, shall bear any
risk, or have any responsibility or liability, of any kind to Licensee
or to any third parties with respect to the quality and/or performance
of any of the Licensed Products, including, without limitation, the
operation or inoperability of the final version of the reproducible
software for any of the Licensed Products. Licensee agrees to indemnify
and hold Sega and its agent, SOA, harmless from and against any and all
claims, losses, liabilities, damages, costs and expenses, including,
without limitation, reasonable fees for attorneys, expert witnesses and
litigation costs, arising from or otherwise concerning the development,
manufacture, marketing, sale, and/or distribution by Licensee or for its
benefit of any of the Licensed Products, including, without limitation,
any claims of copyright, design or publicity right infringement based on
any of Licensee's Properties, any claims of trademark infringement based
on any trademarks (other than the Licensed Trademarks) adopted and used
by Licensee in conjunction with the Licensed Products, as well as any
claims of product defect, or breach of any express or implied warranties
applicable to any of the Licensed Products. In the event any units of
any of the Licensed Products create any risk of loss or damage to any
property or injury to any person, Licensee shall immediately take
effective steps, at Licensee's sole liability and expense, to recall
and/or to remove such defective product units from any affected channels
of distribution.
14.5 Licensee agrees to obtain and maintain throughout the term of this
Agreement and for three (3) years thereafter, at its own expense,
Standard Product Liability Insurance from a qualified insurance company,
naming Sega and each of its subsidiaries and affiliates as additional
named insureds (collectively the "Additional Insured"). The Product
Liability policy shall provide adequate protection for Licensee and the
Additional Insureds against any and all claims, demands and causes of
action as referenced in Subsection 14.4, immediately above, or arising
out of any defects or failure to perform, alleged or otherwise, in
thereof, and with the limit of no less than the equivalent of one
million US dollars (US$1,000,000) combined single limit for each single
occurrence. Twenty (20) days prior to any modification or expiration of
the Product Liability policy, Licensee shall provide Sega with written
notice, by registered mail, return receipt requested, of such
occurrence. Licensee agrees to furnish Sega with a certificate of
insurance evidencing such coverage within thirty (30) days after the
date of this Agreement.
14.6 Sega does not make any representation as to the scope of validity of the
Licensed Trademarks, except as expressly set forth in Subsection 13.1,
above. In addition, Sega makes no representation or warranty of or
concerning the scope of validity of the Licensed Technology and/or the
Licensed Patents, and does not warrant that the sale of the Licensed
Products by Licensee will not infringe upon the patent, trade secret,
copyright, masks work rights or other rights, including, without
limitation, trademark, trade dress and right of publicity and privacy of
another in the Licensed Territory. The risk that the Licensed Products
developed and distributed by Licensee in furtherance of this Agreement
may infringe upon any copyright, trademark, patent, design, publicity
right or other right of any third party within the Licensed Territory is
hereby expressly assumed by Licensee to the extent it exercises its
rights to develop, have manufactured, market, sell, and/or
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distribute the Licensed Products within the Licensed Territory.
15. PATENT, COPYRIGHT, TRADEMARK AND TRADE SECRET RIGHTS.
15.1 Sega acknowledges and agrees that the copyrights with respect to
Licensee's Properties and the audiovisual works embodied in the Licensed
Products are and shall be the exclusive property of Licensee or of any
third party from which Licensee has been granted the license and related
rights to develop and otherwise exploit any such copyrighted materials.
15.2 Sega acknowledges and agrees that the names or other designations used
as the titles for the Licensed Products are and shall be the exclusive
property of Licensee or of any third party from whom Licensee has been
granted the license and related rights to use and otherwise exploit any
such names or other designations.
15.3 Licensee acknowledges and agrees that the Licensed Patents are and shall
be the exclusive property of Sega and/or the third party from whom Sega
has been granted the license and related rights to use and to
sublicense. Nothing herein shall give Licensee any rights, title or
interest in or to any of the Licensed Patents, other than the
non-exclusive license and privilege during the term hereof to use the
Licensed Patents solely in accordance with the provisions of this
Agreement. Licensee agrees that it shall not use the Licensed Patents in
the development and/or manufacture of any article other than the
specific Licensed Products expressly authorized hereunder, nor shall
Licensee grant or purport to grant any third party any right to use the
Licensed Patents without Sega's prior written consent.
15.4 Licensee acknowledges and agrees that the Licensed Trademarks are and
shall be the exclusive property of Sega. Nothing herein shall give
Licensee any rights, title or interests in or to any of the Licensed
Trademarks, other than the non-exclusive license and privilege during
the term hereof to display and use the Licensed Trademarks solely in
accordance with the provisions of this Agreement. Licensee agrees that
it shall not do or cause to be done any act or thing contesting or in
any way impairing or tending to impair any of Sega's rights, title, or
interests in or to any of the Licensed Trademarks. Licensee further
agrees that it shall not register, in any country, whether in its own
name or in the name of any other person or entity, any trademark which
is the same as, similar to, or is likely to be confused with, any of the
Licensed Trademarks.
15.5 Licensee acknowledges and agrees that all proprietary and contractual
rights with respect to the Licensed Technology are and shall be the
exclusive property of Sega. Nothing herein shall give Licensee any
rights, title or interests in or to the Licensed Technology (or any
portion thereof), other than the non-exclusive license and privilege
during the term hereof to use the Licensed Technology for the
development of the Licensed Products solely in accordance with the
provisions of this Agreement. Licensee agrees that it shall not use the
Licensed Technology in the development and/or manufacture of any article
other than the specific Licensed Products expressly authorized
hereunder, nor shall the Licensee grant or purport to grant any third
party any right to use the Licensed Technology (or any portion thereof),
without Sega's prior written consent; nor shall Licensee, directly or
indirectly, reverse engineer, disassemble and/or decompile the Licensed
Technology. Licensee further agrees that it shall not do or cause to be
done any act or thing contesting or in any way impairing or tending to
impair any of Sega's rights, title, and/or interests in or to the
Licensed Technology (or any portion thereof) nor shall Licensee obtain
any rights, title and/or interests in or to the Licensed Technology (or
any portion thereof).
15.6 To the extent any such rights, title and/or interests in or to the
Licensed Trademarks and/or Licensed Technology are acquired to Licensee,
Licensee agrees to assign such rights to Sega without any consideration
due to Licensee.
15.7 Upon the expiration or earlier termination of this Agreement for any
reason, Licensee shall thereupon immediately cease and desist from any
further use of the Licensed Patents, Licensed Trademarks, and/or
Licensed Technology licensed hereunder, subject to the provisions of
Subsection 19.3 below.
16. PATENT, COPYRIGHT, TRADEMARK AND TRADE SECRET PROTECTION.
16.1 In the event that either Licensee or Sega discovers or otherwise becomes
aware that any of the intellectual property rights embodied in any of
the Licensed Products have been or are being infringed upon by any third
party, then the party with knowledge of such infringement or apparent
infringement shall promptly notify the other party.
16.2 In the event that any third party alleges that any of the Licensed
Products, including, without limitation, the audiovisual works based on
or otherwise derived from any of Licensee's Properties, violate or
infringe upon such third party's copyrights, trademarks or other
proprietary rights, Licensee shall be exclusively responsible for
control of the defense and/or settlement of any such action or
proceeding, at Licensee's sole cost and expense, and Licensee agrees to
indemnify and hold Sega and its agent, SOA, harmless from and against
any and all claims, losses, liabilities, damages, costs and expenses,
including, without limitation, reasonable fees for attorneys and court
costs, which Sega or its agent, SOA, may incur and/or for which Sega or
its agent, SOA, may be held liable as a result of any such action or
proceeding, subject to the following:
(a) If such infringement or apparent infringement concerns any of
the Licensed Patents, Licensed Trademarks, and/or Licensed
Technology herein licensed to Licensee, Sega shall have the
exclusive right, at its discretion, to commence and prosecute at
its own expense a lawsuit or to take such other action with
respect to such matters as shall be deemed appropriate by Sega.
Licensee agrees to provide Sega, at no expense to Licensee,
reasonable assistance and cooperation concerning any such
matter.
(b) If such infringement or apparent infringement concerns any
copyright in any of the audiovisual works encoded in the
Licensed Products or in any printed materials related thereto,
or any trademarks relating to the names or other designations
used as the titles for the Licensed Products, or any of
Licensee's technical know-how incorporated into any of the
Licensed Products, Licensee shall have the exclusive right, at
its discretion, to commence and/or prosecute at its own expense
a lawsuit or to take such other action with respect to such
matter as shall be deemed appropriate by Licensee. Sega agrees
to provide Licensee, at no expense to Sega, reasonable
assistance and cooperation concerning any such matter. If Sega
or its agent, SOA, is joined as a party to any lawsuit initiated
by or against Licensee, Licensee agrees that it shall indemnify
and hold Sega and its agent, SOA, harmless from and against all
claims, losses, liabilities, damages, expenses and costs,
including, without limitation, reasonable fees for attorneys and
court costs, incurred in connection with any such lawsuit.
16.3 Notwithstanding anything to the contrary contained herein, Licensee's
indemnity obligations under Subsection 16.2, above, shall be of no force
or effect if
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any third party claim of infringement is made solely against Licensee's
use of any of the Licensed Patents, Licensed Trademarks, or any portion
of the Licensed Technology when Licensee's use of the Licensed
Trademarks, Licensed Patents and/or Licensed Technology is in strict
compliance with the terms of this Agreement.
17. CONFIDENTIAL INFORMATION.
17.1 The parties mutually acknowledge and agree that certain information that
one party (the "Receiving Party") shall receive from the other party
(the "Disclosing Party") shall be deemed to be confidential information
and subject to restrictions on disclosure and use as set forth below. As
used herein, the term "Confidential Information" shall mean "Sega
Confidential Information" or "Licensee Confidential Information," as the
case may be.
(a) "Sega Confidential Information" means: (i) the fact that Sega is
developing or intends to develop any particular hardware, software
or other product; (ii) any and all of the Licensed Technology,
including, without limitation, any technical specifications
provided by Sega of or concerning the SSS, the SSS Software Series,
and/or the Licensed Technology; (iii) any non-public information
concerning the business or finances of Sega; and (iv) any other
information provided by Sega which is designated in writing by Sega
prior to disclosure as being proprietary to Sega.
(b) "Licensee Confidential Information" means: (i) the fact that
Licensee is developing or intends to develop any particular
hardware, software or other product; (ii) any non-public
information concerning the business or finances of Licensee; and
(iii) any other information which is designated in writing by
Licensee prior to disclosure as being proprietary to Licensee.
17.2 As used herein, the term "Joint Confidential Information" means: (i) the
terms and conditions of this Agreement and any amendments, renewals, or
supplements hereto; and (ii) any other information that the parties
hereafter mutually agree in writing to treat as Joint Confidential
Information.
17.3 Licensee and Sega, each as a Receiving Party, respectively, agrees that
it shall maintain the confidentiality of the "Joint Confidential
Information" and "Confidential Information" of Disclosing Party, and
safeguard the confidential and/or business sensitive information which
it may receive from the other party with the same degree of care used to
protect its own information of a like nature and/or in accordance with
the provisions of any separate non-disclosure agreement applicable to
such information. Each party further agrees that it shall not use for
its own account apart from this Agreement or for the account of any
third party, nor disclose or otherwise disseminate to any third party,
any company trade secret or other such confidential information of or
concerning the other party unless the written consent of the other party
shall first have been obtained; provided that Sega's disclosure to its
subsidiary companies will not be considered a breach of this Section 17.
17.4 The obligations set forth in this Section 17 shall not be applicable to
any information: (i) which is or becomes generally known or part of the
public domain through no default hereunder on the part of the Receiving
Party; (ii) is known to the Receiving Party prior to the disclosure
thereof by the Disclosing Party, as established by documentary evidence;
(iii) lawfully received by the Receiving Party from a third party who
provided such information without breach of any separate confidentiality
obligation owed by such third party; (iv) disclosed by the Disclosing
Party to unaffiliated third parties without restriction on subsequent
disclosure; and/or (v) required to be disclosed in the context of any
administrative or judicial proceeding, but only to the extent required
by such action and only after giving the Disclosing Party not less than
ten (10) working days prior written notice of any such required
disclosure, and provided further that the party required to make such
disclosure shall use its reasonable best efforts to obtain an
appropriate protective order regarding the information to be disclosed
in any such context.
17.5 Each party, as Receiving Party, shall use its reasonable best efforts by
contract, instruction or otherwise to ensure that its officers,
directors, employees, agents and contractors comply with such party's
obligations under this Section 17, and to ensure that no Confidential
Information of the Disclosing Party or Joint Confidential Information
shall be disclosed or made available to any such officers, directors,
employees, agents or contractors of the Receiving Party unless such
persons or third parties have a need to know such information for
purposes of the performance of this Agreement.
17.6 Each party, as Receiving Party, acknowledges that the Disclosing Party
considers its Confidential Information and the Joint Confidential
Information to contain trade secrets of the Disclosing Party and that
any unauthorized copying, use, or disclosure of such information would
cause the Disclosing Party immediate, irreparable and irremediable harm
for which its remedies at law will be inadequate. Accordingly, each
party acknowledges and agrees that the Disclosing Party shall be
entitled, in addition to any other remedies available to it at law or in
equity, to the issuance without bond of ex parte injunctive relief
enjoining any breach or threatened breach of the Receiving Party's
obligations hereunder with respect to the Joint Confidential Information
and the Confidential Information of the Disclosing Party, and such
further relief as any court of competent jurisdiction may deem just and
proper.
17.7 Upon the expiration of this Agreement or its earlier termination, each
party, as a Receiving Party, shall promptly return to the Disclosing
Party any and all documents and related materials of or concerning the
trade secrets and/or confidential information which originated with the
other party and which remains in the Receiving Party's custody or under
its control, or, if requested by the Disclosing Party, shall destroy all
such trade secret and/or confidential information and certify to the
destruction of all such documents and related materials.
17.8 Sega and Licensee shall jointly develop a press release or similar
statement, mutually acceptable to both parties, describing the existence
of the relationship established by this Agreement and the scope of their
respective activities in furtherance hereof.
17.9 Licensee acknowledges and agrees that the provisions of the
Confidentiality Agreement shall also apply to any and all Sega
Confidential Information and that it shall comply with the provisions of
the Confidentiality Agreement, as well as the provisions of this Section
17; provided that in the event any discrepancies should arise between
the terms and conditions of this Agreement and those of the
Confidentiality Agreement, this Agreement shall prevail.
18. TERM.
18.1 This Agreement shall not be binding upon the parties until it has been
signed by or on behalf of each party, in which event it shall be
effective as of the date first written above (the "Effective Date").
Unless sooner terminated in accordance with the provisions hereof, the
initial term of this Agreement shall be for two (2) years from the
Effective Date (the "Initial Term"). Thereafter, this Agreement shall be
automatically renewed on a year to year basis, unless either party
hereto for any reason gives the other party a notice not to extend the
term hereof at least thirty (30) days before the expiration date
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of this Agreement or any extension thereof.
18.2 Sega shall have the right to terminate this Agreement immediately, by
providing written notice of such election to Licensee, upon the
occurrence of any of the following events or circumstances:
(a) If Licensee shall be unable to pay its debts when due, or shall
make an assignment for the benefit of any of its creditors, or
shall file any petition under the bankruptcy or insolvency laws of
any jurisdiction, or shall have or suffer a receiver or trustee to
be appointed for its business or property, or shall be adjudicated
to be bankrupt or insolvent; or
(b) If Licensee shall market, sell, or distribute, whichever comes
first, any of the Licensed Products without the prior written
approval of Sega's agent, SOA, on behalf of Sega as required
hereunder; or
(c) If Licensee shall fail to make any payment owed hereunder on the
date due, and such default is not corrected or cured within ten
(10) working days after receipt of written notice of such default;
or
(d) If control of more than twenty five percent (25%) of the ownership
of Licensee or substantially all of Licensee's assets are
transferred to a person or entity which is in litigation with Sega
concerning any proprietary technology, trade secrets, and/or
intellectual property matters or which is a competitor of Sega or
any of its subsidiary or affiliated companies; or
(e) If Licensee defaults in the performance of any of its other
material obligations provided for in this Agreement and such
default is not corrected or cured within thirty (30) days after
receipt of written notice of such default.
18.3 In addition to the termination rights set forth in Subsection 18.2,
above, Sega, at its option, shall be entitled to terminate, on a
product-by-product basis, the license and related rights herein granted
to Licensee if Licensee fails to provide Sega's agent, SOA, in
accordance with the provisions of Subsection 7.2, above, with the final
software for each of the Licensed Products on or before the scheduled
delivery date(s) specified in Exhibit F, attached hereto; provided,
however, Sega shall not be entitled to exercise such right of
termination if Licensee's failure to provide the final software for any
of the Licensed Products is directly caused by Sega's failure to timely
comply with any of its material obligations expressly set forth herein.
18.4 In the event of the termination of this Agreement in accordance with any
of the provisions of Subsections 18.2 or 18.3, above, no portion of any
royalty payments previously provided to Sega hereunder shall be owed or
be repayable to Licensee.
19. EFFECT OF EXPIRATION OR TERMINATION.
19.1 Within thirty (30) days of the date of expiration or the effective date
of termination, Licensee shall provide Sega with an itemized statement,
certified to be accurate by an officer of Licensee, specifying the
number of unsold units of the Licensed Products, on a title-by-title
basis, which remain in its inventory and/or under its control at the
time of expiration or the effective date of termination. Sega shall be
entitled to conduct a physical inspection of Licensee's inventory and
work in process during normal business hours in order to ascertain or
verify such inventory and/or statement.
19.2 If this Agreement is terminated by Sega as a result of any breach or
default by Licensee, the license and related rights herein granted to
Licensee shall immediately revert to Sega, and Licensee shall cease and
desist from any further use of the Licensed Patents and the Licensed
Technology, and, Licensee shall have no further right to continue the
development, manufacture, marketing, sale, and/or distribution by or for
Licensee of any units of the Licensed Products, nor to continue to use
the Licensed Trademarks, unless the written consent of Sega shall first
have been obtained.
19.3 In the event of the expiration of this Agreement or its termination
other than as a result of any breach or default by Licensee, Licensee
shall be entitled for a period of not more than one hundred and eighty
(180) days following such expiration or termination to sell any unsold
units of the Licensed Products which remain in its inventory and/or
under its control as of the expiration or the effective date of
termination. Licensee expressly agrees that it shall not dispose of any
remaining units of the Licensed Products unless and until it has given
Sega a complete and correctly itemized statement of all such unsold
Licensed Products.
(a) Within ten (10) working days after the end of such one hundred and
eighty (180) day period, Licensee shall provide Sega with a second
itemized statement, certified to be accurate by an officer of
Licensee, specifying the quantity of unsold units of the Licensed
Products, on a title-by-title basis, which remain in Licensee's
inventory.
(b) Sega shall have an option, exercisable for a period of ten (10)
working days after receipt of Licensee's statement pursuant to
Subsection 19.3(a), immediately above, to notify Licensee that it
desires to purchase from Licensee any or all of such remaining
inventory of unsold Licensed Products.
(c) Any and all units of the Licensed Products which Sega does not
elect to purchase pursuant to the immediately preceding paragraph,
shall be destroyed by Licensee within five (5) working days of the
expiration of Sega's option period specified in Subsection 19.3(b),
above. Within five (5) working days after such destruction,
Licensee shall provide Sega with an itemized statement, certified
to be accurate by an officer of Licensee, indicating the number of
units of the Licensed Products which have been destroyed (on a
title-by-title basis), the location and date of such destruction,
and the disposition of the remains of such destroyed materials.
19.4 Licensee acknowledges and agrees that its failure to comply with the
provisions of this Section 19 upon the expiration or earlier termination
of this Agreement would result in immediate, irreparable and
irremediable damage to Sega. Licensee acknowledges that there is no
adequate remedy at law for any failure to cease to use the Licensed
Patents, Licensed Trademarks, or the Licensed Technology, or to cease
the marketing, sale, distribution, and/or any other exploitation of the
Licensed Products, and Licensee agrees that in the event of such
failure, Sega shall be entitled, in addition to any other remedies
available to it at law or in equity, to the issuance without bond of ex
parte injunctive relief enjoining any breach or threatened breach of
Licensee's obligations hereunder, and such other and further relief as
any court of competent jurisdiction may deem just and proper.
19.5 Licensee acknowledges and agrees that Sega shall be under no obligation
to renew or extend this Agreement notwithstanding any actions taken by
either of the parties prior to the expiration of this Agreement. Upon
the expiration of this Agreement neither party shall be liable to the
other for any damages (whether direct, consequential, or incidental, and
including, without limitation, any expenditures, loss of profits, or
prospective profits) sustained or arising out of or alleged to have been
sustained or to have arisen out of such expiration. However, the
expiration of this Agreement shall not excuse either party from its
previous breach of any of the provisions of this Agreement or from any
obligations surviving the expiration of this Agreement, and full legal
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and equitable remedies shall remain available for any breach or
threatened breach of this Agreement or any obligations arising
therefrom.
19.6 The expiration or termination of this Agreement in accordance with the
provisions of Section 18, above, shall be without prejudice to any
rights or remedies which one party may otherwise have against the other
party.
20. NOTICES.
All notices or other communications required or desired to be sent to
either of the parties shall be in writing and shall be sent by registered or
certified mail, postage prepaid, return receipt requested, or sent by recognized
international courier service (e.g., Federal Express, DHL, etc.) with charges
prepaid, or by facsimile which is subject to confirmation by letter. The address
for all notices or other communications required to be sent to Sega or Licensee,
respectively, shall be the mailing address stated in the preamble hereof, or
such other address as may be provided from one party to the other on at least
ten (10) days prior written notice. The address for all notices or other
communications required to be sent to Sega's agent, SOA, is ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other address as may be provided from SOA to
Licensee on at least ten (10) days prior written notice. Any such notice shall
be effective upon the date of receipt.
21. FORCE MAJEURE.
Neither Sega or its agent, SOA, nor Licensee shall be liable for any
loss or damage or be deemed to be in breach of this Agreement if its failure to
perform or failure to cure any of its respective obligations hereunder results
from any event or circumstance beyond its reasonable control, including, without
limitation, any natural disaster, fire, flood, earthquake, or other Act of God;
shortage of equipment, materials, supplies, or transportation facilities; strike
or other industrial dispute; war or rebellion; or compliance with any law,
regulation, or order (whether valid or invalid) of any governmental body, other
than an order, requirement, or instruction rising out of Licensee's violation of
any applicable law or regulation; provided, however, that the party interfered
with gives the other party written notice thereof promptly, and, in any event,
within fifteen (15) working days of discovery of any such Force Majeure
condition. If notice of the existence of any Force Majeure condition is provided
within such period, the time for performance or cure shall be extended for a
period equal to the duration of the Force Majeure event or circumstance
described in such notice, except that any such cause shall not excuse the
payment of any sums owed to Sega prior to, during, or after any such Force
Majeure condition.
22. NO PARTNERSHIP OR JOINT VENTURE.
The relationship between Sega and Licensee, respectively, is that of
licensor and licensee. Licensee is an independent contractor and is not the
legal representative, agent, joint venturer, partner, or employee of Sega for
any purpose whatsoever. Neither party shall have any right or authority to
assume or create any obligation of any kind or to make any representation or
warranty on behalf of the other party, whether express or implied, or to bind
the other party in any respect or manner whatsoever.
23. ASSIGNMENT.
Sega has entered into this Agreement upon the basis of the particular
capabilities and experience of Licensee and its officers, directors and
employees. Accordingly, Licensee may not assign this Agreement or any of its
rights hereunder, nor delegate or otherwise transfer any of its obligations
hereunder, to any third party unless the prior written consent of Sega shall
first be obtained. Any attempted or purported assignment, delegation or other
such transfer without the required consent of Sega shall be void and a material
breach of this Agreement. Subject to the foregoing, this Agreement shall inure
to the benefit of the parties and their respective successors and permitted
assigns.
24. COMPLIANCE WITH APPLICABLE LAWS.
The parties shall at all times comply with all applicable statutes,
laws, ordinances, regulations and orders of their respective countries, and with
all conventions and treaties to which their countries are a party, which relate
to or in any way affect this Agreement and/or the parties' respective exercise
of their rights or performance of their obligations hereunder. Each party, at
its own expense, shall obtain any license, permit or approval required with
respect to the exercise of any of its rights and/or performance of any of its
obligations hereunder, and shall declare, record or take such steps to render
this Agreement binding, including, without limitation, the recording of this
Agreement with any appropriate governmental authorities (if required).
25. GOVERNING LAW.
This Agreement shall be governed as to all matters, including validity,
construction and performance, by and under the laws of Japan.
26. ARBITRATION.
All disputes, controversies or differences which may arise between the
parties hereto out of, in relation to or in connection with this Agreement,
shall be finally settled by arbitration in Tokyo, Japan in accordance with the
Commercial Arbitration Rules of the Japan Commercial Arbitration Association.
The award rendered by the arbitrator(s) shall be final and binding upon the
parties. However, nothing in this Agreement shall prevent a party from seeking
injunctive relief or a restraining order in so far as allowed by applicable
laws from a court of competent jurisdiction in Japan or elsewhere.
27. LEGAL COSTS AND EXPENSES.
In the event it is necessary for either party to retain the services of
an attorney or attorneys to enforce the terms of this Agreement or to file an
action to enforce any of the terms, conditions or rights contained herein, or
to defend any action, then the prevailing party in any such action shall be
entitled to recover from the other party its reasonable fees for attorneys and
expert witnesses, plus such court costs and expenses as may be fixed by any
court of competent jurisdiction.
28. LIMITATION OF LIABILITY.
Neither party shall be liable to the other party for any incidental,
consequential, special, or punitive damages arising out of this Agreement or
its termination, or the breach of any of its provisions, whether for breach of
warranty or any obligation arising therefrom or otherwise, whether liability is
asserted in contract or tort (including negligence and strict product
liability), and irrespective of whether the parties have advised or been
advised of the possibility of any such loss or damage.
29. REMEDIES.
Unless expressly set forth to the contrary, either party's election of
any remedies provided for in this Agreement shall not be exclusive of any other
remedies available hereunder or otherwise at law or in equity, and all such
remedies shall be deemed to be cumulative.
30. SEVERABILITY.
In the event that any provision of this Agreement (or portion thereof)
is determined by a court of competent jurisdiction to be invalid or otherwise
unenforceable, such provision (or part thereof) shall be enforced to the extent
possible consistent with the stated intention of the parties, or, if incapable
of such enforcement, shall be deemed to be deleted from this Agreement, while
the remainder of this Agreement shall continue in full force and remain in
effect according to its stated terms and conditions.
31. SECTIONS SURVIVING EXPIRATION OR TERMINATION.
The following sections and subsections shall survive the expiration or
earlier termination of this Agreement for any
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reason: 4; 10; 11; 13; 14; 15; 16; 17; 19; 25; 26; 27; 28; and 29.
32. WAIVER.
No failure or delay by either party in exercising any right, power, or
remedy under this Agreement shall operate as a waiver of any such right, power,
or remedy. No waiver of any provision of this Agreement shall be effective
unless in writing and signed by the party against whom such waiver is sought to
be enforced. Any waiver by either party of any provision of this Agreement
shall not be construed as a waiver of any other provision of this Agreement,
nor shall such waiver operate as or be construed as a waiver of such provision
respecting any future event or circumstance.
33. MODIFICATION.
No modification of any provision of this Agreement shall be effective
unless in writing and signed by both of the parties.
34. HEADINGS.
The section headings used in this Agreement are intended for
convenience of reference only and shall not by themselves determine the
construction or interpretation of this Agreement or any portion hereof.
35. INTEGRATION.
This Agreement (together with the Exhibits attached hereto) constitutes
the entire agreement between Sega and Licensee and supersedes all prior or
contemporaneous agreements, proposals, understandings, and communications
between Sega and Licensee, whether oral or written, with respect to the subject
matter hereof.
36. COUNTERPARTS.
All signed copies of this document shall be deemed to be originals of
this Agreement.
37. CONSTRUCTION.
This Agreement shall be fairly interpreted in accordance with its terms
and without any strict construction in favor of or against either of the
parties.
IN WITNESS WHEREOF, the parties have caused this Licensing Agreement to be duly
executed as of the day and year first written above.
SEGA ENTERPRISES, LTD. T.HQ, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------- --------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------- --------------------------------------
Title: Senior Managing Director Title: President & CEO
------------------------------------- --------------------------------------
-------------------------------------------------------------------------------
It is hereby acknowledged and agreed that in the event and to the
extent Sega of America, Inc. (hereinafter "SOA") shall be deemed to hold any
effective license and to have the authority to grant any sublicensable rights
with respect to the Licensed Patents within any portion of the Licensed
Territory (as defined in this Licensing Agreement), SOA hereby confirms its
grant to Licensee, to the extent it lawfully may, of a non-exclusive,
non-sublicensable, non-assignable, and non-transferable sublicense to use the
Licensed Patents solely in connection with the development, manufacture, use,
and sale of the Licensed Products by or for Licensee in accordance with the
terms and subject to the conditions set forth in this Licensing Agreement, and
for no additional consideration other than as expressly set forth therein.
SEGA OF AMERICA, INC.
By: /s/ SHINOBU TOYODA
------------------------------
Name: Shinobu Toyoda
------------------------------
Title: Chief Operating Officer
------------------------------
NOT AN AGREEMENT UNTIL EXECUTED BY ALL PARTIES
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EXHIBIT A
LICENSEE'S PROPERTIES
IN THE ▇▇▇▇
-------------------------------------------------------------------------------
EXHIBIT B
LICENSED TERRITORY
The United States of America
Canada
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EXHIBIT C
LICENSED TRADEMARKS
The trademarks licensed to Licensee in accordance with the terms and subject to
the conditions of this Agreement shall be the following:
[LOGO]
SEGA SATURN
-------------------------------------------------------------------------------
EXHIBIT D
LICENSED PATENTS
As used herein, the term "Licensed Patents" shall mean the following patents
which have been issued and/or applied for, as may be amended by Sega during the
term of this Agreement:
(a) United States Patent No. 4,462,076 (h) Canadian Patent No. 1,082,351
(b) United States Patent No. 4,442,486 (i) French Patent No. 1,607,029
(c) United States Patent No. 4,454,594 (j) United Kingdom Patent No. 1,535,999
(d) European Patent No. 80244 (k) Japanese Patent No. 1,632,396
(e) Canadian Patent No. 1,183,276 (l) German Patent No. 2,609,826
(f) Hong Kong Patent No. 88-4302 (m) United States Patent No. 5,371,792
(g) Singapore Patent No. 88-155
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EXHIBIT E
TRADEMARK APPLICATIONS AND REGISTRATIONS
Sega, or its related or affiliated entities, has registered and/or filed
applications for registration of the "SEGA" and "SEGASATURN" trademarks within
the Licensed Territory as referenced hereinafter:
TRADEMARK COUNTRY APPL. DATE CLASS APPL. NUMBER REGISTRATION DATE REGISTRATION NUMBER
SEGA U.S.A. - *9 - Oct. 19, 1976 1050573
SEGA U.S.A. July 11, 1988 *28 742284 Nov. 14, 1989 1566116
SEGA Canada July 22, 1985 *- 546427 Oct. 30, 1987 333672
SEGASATURN U.S.A. Dec. 15, 1993 *28 74-469937
SEGASATURN Canada Oct. 27, 1993 *- 740014
*... International Class
EXHIBIT F
SCHEDULED DELIVERY DATES
Licensee agrees that it shall use commercially reasonable best efforts to
deliver to Sega's agent, SOA, for its review and approval on behalf of Sega,
the final version of the software for each of the Licensed Products referenced
hereinafter on or before the scheduled delivery dates set forth below, which
list and corresponding delivery dates may be amended by the parties in writing
from time to time during the term of this Agreement.
LICENSED PRODUCTS DELIVERY DATES
In the ▇▇▇▇
------------------ ---------------
------------------ ---------------
------------------ ---------------
------------------ ---------------
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EXHIBIT G
THIRD PARTY CONCEPT REGISTRATION FORM
[See the attached page.]
--------------------------------------------------------------------------------
EXHIBIT H
MINIMUM GUARANTEED ROYALTY
The minimum guaranteed royalty and the per unit royalty for the Licensed
Products shall be in the amounts as follows:
1. PER UNIT ROYALTY: Seven hundred Japanese Yen (yen700.-)
2. MINIMUM QUANTITIES: The quantity of each Licensed Product to be manufactured under
the initial Purchase Order shall be no less than five
thousand (5,000) units. In addition, Licensee acknowledges and
agrees that its minimum reorder quantity for any of the Licensed
Products shall be not less than one thousand (1,000) units.
3. MINIMUM GUARANTEED ROYALTIES: To be determined in accordance with the per unit royalty and the
minimum quantities as described in this Exhibit H; provided that
it shall be no less than three million five hundred thousand
Japanese Yen (yen3,500,000.-).
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THIRD PARTY CONCEPT REGISTRATION FORM
Please complete the entire form and attach all appropriate information.
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THIRD PARTY PUBLISHER
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TITLE
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DESCRIPTION Please attach a detailed design document with a two (2) page
synopsis of the product. Supply code if available. Ported
products from other platforms require a list of improvements and
changes for the Sega version.
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TARGET MACHINE (Check one) [ ] GENESIS/MEGA DRIVE [ ] MEGA CD/SEGA CD [ ] GAME GEAR
[ ] MASTER SYSTEM [ ] SUPER 32X/MEGA 32 [ ] SATURN [ ] PICO
---------------------------------------------------------------------------------------------------------
ROM CAPACITY 256K 1MG 2MG 4MG 8MG 12MG 16MG 20MG 24MG 32MG CD
BATTERY BACK UP? [ ] NONE [ ] 64K [ ] 256K [ ]________________
---------------------------------------------------------------------------------------------------------
CODE FINISH AND SUBMISSION MONTH____________________________ DAY_____________ YEAR_______
---------------------------------------------------------------------------------------------------------
EST. PRODUCT SHIP DATE MONTH____________________________ DAY______________YEAR_______
---------------------------------------------------------------------------------------------------------
TERRITORY (Check one) [ ] JAPAN [ ] EUROPE [ ] NORTH AMERICA
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TARGET AGE GROUP FROM TO
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[ ] ACTION/ARCADE [ ] EDUTAINMENT [ ] PUZZLE
CATEGORY [ ] ADVENTURE [ ] INFORMATION [ ] SIMULATION
[ ] VEHICLE [ ] RPG [ ] _____________________
[ ] STRATEGY [ ] SPORTS [ ] _____________________
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DEVELOPER NAME________________________________ LOCATION_________________
---------------------------------------------------------------------------------------------------------
NUMBER OF PLAYERS/USERS [ ] 1 [ ] 3 [ ] 5 [ ] 7 [ ] ALTERNATING [ ] COMPETING
[ ] 2 [ ] 4 [ ] 6 [ ] 8 [ ] COOPERATIVE [ ] ________________
---------------------------------------------------------------------------------------------------------
MULTIPLE MACHINE LINKAGE [ ] NONE [ ] GEAR TO GEAR [ ] EDGE 16 [ ] ________________
---------------------------------------------------------------------------------------------------------
LENGTH OF PLAY [ ] HOURS_______ [ ] MINUTES_________ [ ] UNLIMITED
---------------------------------------------------------------------------------------------------------
EST. TOTAL SALES (lifetime) JAPAN_____________ EUROPE____________ NORTH AMERICA____________
---------------------------------------------------------------------------------------------------------
EST. INITIAL ORDER QUANTITY
---------------------------------------------------------------------------------------------------------
PROOF OF LICENSE [ ] If this product will use a licensed property, [ ] NONE
please attach proof of distribution rights.
---------------------------------------------------------------------------------------------------------
PERIPHERAL DEVICE SUPPORT (list) [ ] 6 BUTTON [ ] 4 PLAYER [ ] MOUSE [ ] _______________
---------------------------------------------------------------------------------------------------------
PRODUCT AVAILABLE ON OTHER PLATFORMS ADVERTISING
-------------------------------------------------------------------------------- PLAN FOR
PLATFORM DATE AVAIL. EST. UNITS PLATFORM DATE AVAIL. EST. UNITS TITLE
---------------------------------------------------------------------------------------------------------
PROJECT REALITY __/__/__ __________ PC/CDROM __/__/__ __________ TV:__________
SUPER NES __/__/__ __________ MAC/CDROM __/__/__ __________ PRINT:__________
NES __/__/__ __________ TURBO 16/DUO __/__/__ __________ TOTAL BUDGET:__________
GAME BOY __/__/__ __________ 3DO __/__/__ __________ _______________________
JAGUAR __/__/__ __________ SONY PSX __/__/__ __________ PROMOTIONS:____________
AMIGA/AMIGA 32 __/__/__ __________ ____________ __/__/__ __________ OTHER: ________________
CDI __/__/__ __________ ____________ __/__/__ __________ [ ] USE SEGA CLUB LOGOS
---------------------------------------------------------------------------------------------------------
OTHER COMMENTS __________________________________________________________________________________________
_________________________________________________________________________________________________________
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THIRD PARTY AUTHORIZATION (must be signed)
--------------------------------------------------------------------------------------------------------
PRINT NAME TITLE SIGNATURE DATE
--------------------------------------------------------------------------------------------------------
SEGA AUTHORIZATION PRODUCT
CODE
-----------------------------------------------------------------------------------------------
PRINT NAME TITLE SIGNATURE DATE
---------------------------------------------------------------------------------------------------------
SEGA RECOMMENDATION
---------------------------------------------------------------------------------------------------------
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