LICENSE AND DISTRIBUTION AGREEMENT
(2005 - 2007)
This License and Distribution Agreement (this "AGREEMENT") is entered in as of March 29, 2004 by and
between Riverdeep Inc., A Limited Liability Company, a limited liability company organized in Delaware
("RIVERDEEP"), and Encore Software, Inc., a Minnesota corporation ("DISTRIBUTOR").
WHEREAS, Riverdeep is engaged in the business of developing, licensing and publishing computer software
programs, including the Products (as hereinafter defined);
WHEREAS, Distributor is engaged in the business of selling and marketing goods in the Territory (as hereinafter
defined), including products similar or related to the Products; and
WHEREAS, Riverdeep and Distributor wish to enter into an agreement pursuant to which Distributor will
manufacture, sell, and distribute the Products for sale in the Channel (as hereinafter defined) within the Territory.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, and other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.1 "ADJUSTMENT DATE" means 30 days after the commencement of each Sales Year.
1.2 "CHANNEL" shall mean all retail accounts, whether sold to directly or through distributors, including, without
limitation, brick and mortar stores and Internet-based retailers (such as Amazon.com); provided however, that
Riverdeep shall have the right to sublicense Products to sublicensees that will in turn sell and distribute them into
small retail accounts pursuant to (i) the sublicenses set forth on Exhibit C attached hereto provided that copies of
the same have been furnished to Distributor prior to the Commencement Date, and (ii) such future sublicenses as
the parties shall mutually agree to not to be unreasonably withheld or delayed, it being agreed that Riverdeep shall
not amend or modify such sublicenses to add new products thereto or to expand the channel th