Exhibit 10.5
Distribution Agreement
Playlogic International N.V.
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U&I Entertainment LLC
Page 1 of 15
Distribution Agreement
THIS AGREEMENT is dated March 16, 2009 by and between U&I ENTERTAINMENT, LLC, having
his registered address at 251 1 st Ave N#2, Minneapolis, MN 55401, USA and Playlogic International NV,
a Dutch company having its registered address at World Trade Centre, C-Tower 10 th Floor, Strawinksylaan
1041, 1077 XX, Amsterdam, the Netherlands.
RECITALS:
B. Playlogic is in the business of publishing software products.
NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, the parties
agree as follows:
"Customers" means any individual or entity to whom Units are or may be distributed by U &
I. Customers may include U & I, resellers and retailers.
"Distribution Fee" means an amount equal to the Net Proceeds multiplied by the applicable percentage
set forth in Addendum A.
"End Users" means those persons who purchase for use one or more Units from Customers.
“Customer Specific Programs” means the costs associated with marketing and merchandising programs
that are either required or mutually agreed to at Customer.
“Customer Event Fees” means the costs associated with attending or exhibiting at Customer specific
events.
“Logistic Fees” means the costs associated with logistics. The estimated amount is approximately USD
1.25 (one dollar and twenty five cents) per unit.
“Future Authorized Deductions” means all price protection and returns that have been offered to retail
customers but not yet deducted from receipts.
“Imminent Deductions Hold Back” means a hold back from Gross Receipts based on potential
deductions from retail.
A.
U & I is in the business of manufacturing, marketing and distributing software and related
products.
C.
Playlogic desires to deliver to U & I t