Shareware Distribution Agreement From APOGEE SOFTWARE PRODUCTIONS, P.O. Box 496389, Garland, TX 75049, TEL: 214-271-2137 [v10.15.93] To: All Shareware Distributors THIS LICENSE AGREEMENT DESCRIBES THE ONLY TERMS BY WHICH WE GRANT PERMISSION TO COMMERCIALLY DISTRIBUTE APOGEE SOFTWARE SHAREWARE PRODUCTS. This Agreement provides permission to Distributors and / or Re-sellers to sell by direct mail, retail "store front" or by "rack vending", any SHAREWARE computer programs designed, produced or supported by Apogee Software Productions. 1. OWNERSHIP Apogee owns the rights to (A) distribute the programs under its "Apogee" trademark (the "Trademark"), and (B) authorizes others to distribute programs under the Trademark as provided in this Agreement. 2. GRANT A. Apogee grants to the Distributor a non-exclusive license to distribute the Programs on IBM compatible media by selling it under the "Apogee" Trademark (1) by "rack", CD (compact laser disk) or otherwise in a retail place, and (2) to persons who will resell it by "rack", CD or otherwise in a retail place in a package the re-seller provides. B. This Grant is personal, and does not include any right to : [1] sublicense or otherwise cause or permit others to distribute these Programs, or [2] rent or lease the programs, or [3] sell any programs as part of any hardware or other software package, without written authorization from Apogee Software. 3. CONDITIONS: As conditions of the Grant: A. PACKAGING AND PROMOTION. The Distributor will: (1) Clearly market the Program as shareware, which requires (among other things) using "try before you buy" or similar words on packaging for the Programs. (2) Design packaging to include the "Apogee" logo on the front cover of the package. (We encourage the use of our 4 color logo). (3) Include the distributor / re-seller name, address and phone number on the packaging and in the documentation. This can be imprinted on the package or may be in the form of a label affixed to the box, carton or folder. (4) Any description of an Apogee released game included in a re-sellers catalog, sales brochure, on special packaging or handouts, must include the phrase " An Apogee Game", "Released by Apogee" or "Published by Apogee" if the word count of the description is more than 14 words in length. B. MANUFACTURING. The Distributor will: (1) Make distribution copies only after the programs on newly created master diskettes have been thouroughly tested. Always use high quality media and duplication technology. (2) Sell only the most current version of the programs. (3) Distribute the complete Program in it's unaltered form, including all of its related files (such as Apogee's on-disk catalog and order form files), each in compressed or other format as released by Apogee. Although it is not recommended, distributors may install their own installation routines, provided they do not interfere with the proper operation of the installation or program. (4) Not remove any proper copyright or other intellectual property notices contained in any Apogee program. This includes those notices provided in text files included with each Apogee program. 4. TERM: The term of this Agreement is 3 years, unless terminated earlier by Apogee upon notice. Apogee Software Productions reserves the right to terminate this agreement at any time, through the course of the term. The Agreement may also be terminated by the re-seller with thirty (30) days advance written notice. If the agreement is terminated "for cause", the re-seller must immediately cease the distribution and sale of Apogee products, regardless of any remaining inventories. 5. MISCELLANEOUS C. This Agreement (a) sets forth the entire understanding between the parties with respect to its subject matter, and supersedes all prior agreements, including those in any "Vendor.doc" or other on disk file; (b) may not be modified, or amended and no provision hereof may be waived except by a written document executed by all parties. B. The Distributor will hold the partners, contractors, employees and agents of Apogee (and any successor company) harmless from damage, loss and expense arising directly or indirectly from the Distributor's acts and omissions in copying and distributing the Program. C. THE PROGRAMS ARE PROVIDED "AS-IS". NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, ARE MADE IN REGARD TO THE PROGRAMS OR THE MEDIA CONTAINING THE PROGRAMS. APOGEE WILL PROVIDE NO REMEDY FOR INDIRECT, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES ARISING FROM OPERATION OR INSTALLATION OF THE PROGRAMS, INCLUDING SUCH FROM NEGLIGENCE, STRICT LIABILITY, OR BREACH OF WARRANTY OR CONTRACT, EVEN AFTER NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. D. Since Apogee would be irreparably damaged if the contents of this Agreement were not specifically enforced, Apogee will be entitled without bond, other security or proof of damages, to appropriate equitable remedies with respect to breaches of such contents, in addition to such other remedies as Apogee may have. E. In the event of any dispute, claim or action arising out of or relating to this Agreement, the parties (1) irrevocably submit to the personal jurisdiction and exclusive venue of the state and federal courts located in Dallas, Texas; and (2) waive personal service of any summons, complaint or other process and agree that service thereof may be made by certified or registered mail to their respective addresses above or by such other means pursuant to applicable law. F. All notices and other communications under this Agreement will be in writing and given by hand delivery, fax, or postage prepaid certified return receipt mail to the parties at their respective above addresses, or to such other addresses as they may, respectively, furnish by such notice. All communications will be effective upon receipt. G. ACCEPTANCE: Distribution of any one or more of Apogee's titles confirms agreement with the terms & conditions as described within this document. H. LIMITATIONS: A. This agreement refers to the distribution of the shareware versions (episode 1) of the Apogee games and does not apply to non-shareware (registered), commercial, low cost retail (LCR) programs or merchandise such as wearing apparel, manuals or books. B: Re-sellers, distributors and BBS operators will not distribute any Apogee game that has been altered by a third party utility or level editor for the sole purpose of providing additional levels, different levels, changed characters or mazes. Re-sellers and distributors will not distribute any third party utilities designed to alter or modify any Apogee game, game level, game episode or saved game. Additional or changed levels of any Apogee game will not be advertised and / or distributed as "add-ons" or "extensions" to any Apogee game product. Program updates, recommended descriptions and "screen shots" will be provided upon request, and are available in the re-seller / dealer conference of Apogee's main BBS. Important Note: The contents, layout and format of this document are the copyrighted works of Apogee Software Productions.