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Also on February 3, 1995, Vision and FoxVideo entered into a
“Distribution Information Services Agreement” (Vision agreement).
The Vision agreement entitled Vision to provide data processing
services to FoxVideo in connection with the Software and
described, among other things, the services to be performed, the
territories affected, the terms of the agreement, the scope of
exclusivity, and the prices for the services under the agreement.
The Vision agreement stated in relevant part:
4. TERM: The Term shall commence as of February 3,
1995 (“Effective Date”), and unless earlier terminated,
* * * shall last five years. FoxVideo shall have an
option to extend the Term for an additional five-year
period (“Initial Extension Period”) on the following
basis: the terms in effect at the outset of the Initial
Extension Period (including the exclusivity terms)
shall be the same as the terms in effect at the end of
the first five year period, except that FoxVideo shall
not be required to pay any additional license fee for
the Vision Software License with respect to the Initial
Extension Period, and such terms shall be subject to
adjustment during the Initial Extension Period on the
same basis as the initial terms during the first five-
year period are subject to adjustment as provided
herein. At the end of the Initial Extension Period (if
any), the Vision agreement may be extended for
successive additional five-year periods by mutual
consent, provided that (a) no additional license fee
for any such additional extension period shall ever be
payable by FoxVideo; and (b) Vision’s exclusivity
commitments for any such extension period shall be
subject to negotiation by the parties. Each 12-month
period of the Term shall be referred to as a “Contract
Year”.
5. EXCLUSIVITY:
(a) By FoxVideo: For so long as the Vision
agreement is in effect, FoxVideo shall
procure Information Services for use in
direct-to-store distribution of
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Last modified: May 25, 2011