STANDARD DISTRIBUTION AGREEMENT

Between the

COAST COMMUNITY COLLEGE DISTRICT

(Coastline Community College/Coast Learning Systems)

and

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COAST COMMUNITY COLLEGE DISTRICT

STANDARD DISTRIBUTION AGREEMENT

This AGREEMENT is entered into between the COAST COMMUNITY COLLEGE DISTRICT (hereinafter DISTRICTDISTRICT) a California public educational agency located at 1370 Adams Avenue, Costa Mesa, California 92626, and _____________ _______________, with a primary business address located at: ________________________ _______________ (hereinafter DISTRIBUTOR). DISTRICT and DISTRIBUTOR are referred to herein individually as PARTY and collectively as PARTIES.
WHEREAS, DISTRICTDISTRICT possesses the distribution rights to audio-visual recordings of certain videocassettes and DVDs listed on the attached Schedule A (the PROGRAMS), and; WHEREAS, DISTRICTDISTRICT desires to grant to DISTRIBUTOR and DISTIBUTOR desires to be granted distribution rights to the PROGRAMS, as more fully set forth herein, NOW THEREFORE, in consideration of the premises and the mutual covenants herein set forth, the sufficiency of which is hereby acknowledged, the PARTIES hereby agree as follows: 1. GRANT OF DISTRIBUTION RIGHTS a. DISTRICTDISTRICT hereby grants DISTRIBUTOR the limited non-exclusive rights to resell and otherwise distribute the PROGRAMS listed on Schedule A to educational institutions in the United States of America only. b. The rights granted to DISTRIBUTOR include the right to distribute (sell) the PROGRAMS for live performance only (audience assembled in one location).

DISTRIBUTOR does NOT have the rights to allow or extend the rights for duplication, digital encoding, digital transmission, digital storage, or editing of DISTRICTs content. Broadcast via television, satellite, cable, and/or Internet is strictly prohibited.
c. DISTRUBUTOR does not have the right to make and/or distribute, or to allow the end-user to make, a closed-captioned version of any of the PROGRAMS. d. Additional PROGRAMS can be added under the terms of this AGREEMENT via an approved DISTRICT and DISTRIBUTOR written addendum. 2. TERM The rights granted to DISTRIBUTOR under this AGREEMENT shall ________________________ and shall expire on ____________________________. commence on

A new agreement shall be negotiated no less than six months prior to this AGREEMENTs termination date. During the last six months of the AGREEMENT, DISTRIBUTOR will be able to purchase PROGRAMS as needed to fulfill orders from promotions printed prior to termination unless DISTRIBUTOR has materially breached the contract terms set forth herein.

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Upon termination by either party during the term of the AGREEMENT, or by the expiration of term of this AGREEMENT, DISTRIBUTOR will cease using or distributing PROGRAMS, as defined in this AGREEMENT, for all new promotional materials, and DISTRIBUTOR shall cease selling all said PROGRAMS immediately. The DISTRICT reserves the right to cancel this AGREEMENT, without cause, upon thirty days prior written notice to DISTRIBUTOR. DISTRIBUTOR will be able to purchase PROGRAMS as needed to fulfill orders from promotions printed prior to termination, unless DISTRIBUTOR has materially breached the contract terms as set forth herein. Either party may terminate this AGREEMENT immediately, by service of written notice sent to the other by U.S. Mail, overnight delivery, or facsimile transmission, should the other party materially breach this AGREEMENT, provided that the breaching party has failed to remedy said breach within ten days of receipt of written notification of the breach of this AGREEMENT. 3. PRICING, DELIVERY & PAYMENTS a. DISTRICT will grant DISTRIBUTOR a 35% discount from DISTRICTs published list price on products listed in the Schedules. b. DISTRIBUTOR reserves the right to set its own list prices for the PROGRAMS. c. In the event of a change in DISTRICT published list price, Producer will provide notice in writing, at least thirty days prior to the price change taking effect. If the published list price decreases, DISTRIBUTOR will have the right to purchase at the 35% discount off the newly published list price. d. DISTRICT shall ship products within seven business days of receipt of DISTRIBUTORs written order. DISTRICT will ship via UPS and charges will be billed directly to DISTRIBUTORs shipper account. On each June 1st, DISTRICT shall provide a list of holidays observed by DISTRICT in order to allow DISTRIBUTOR to plan orders accordingly. Holidays observed by the DISTRICT shall not be counted as business days. e. DISTRIBUTOR will remit payments in United States currency to DISTRICT no later than thirty days of receipt of invoice for all products received. Should DISTRIBUTOR fail to make required payments under this AGREEMENT within forty-five days of receipt of an invoice, DISTRICT will be considered in material breach of this AGREEMENT, and DISTRICT shall have the right to suspend the purchasing/distribution rights of the DISTRIBUTOR until payment is received, or to terminate this AGREEMENT. f. DISTRICT shall provide DISTRIBUTOR ninety days advance notice in writing and the opportunity for DISTRIBUTOR to place a final order in the event that any PROGRAM(S) set forth in Schedule A are unavailable.

4. DAMAGED/ DEFECTIVE GOODS & RETURNS a. DISTRICT will expeditiously replace any PROGRAMS received by DISTRIBUTOR that are found to be defective or damaged. DISTRIBUTOR will return all defective or damaged PROGRAMS, if requested by DISTRICT, and any shipping costs for the defective/damaged PROGRAMS shall be paid by DISTRICT. b. DISTRICT will only accept returns on PROGRAMS that are removed from its inventory due to retirement, content revision, defect or damage, or under legal necessity. c. DISTRIBUTOR understands that no other returns of purchased PROGRAMS will be accepted.

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5. WARRANTIES AND INDEMNIFICATION a. DISTRICT warrants that it possesses full legal right to the PROGRAMS, and that it has the legal capacity and authority to enter into this AGREEMENT to grant distribution rights to DISTRIBUTOR. b. DISTRICT warrants that the PROGRAMS, and DISTRIBUTORs distribution of them hereunder, do not, and will not, infringe any statutory or common-law copyright or other intellectual property right of any third party. c. DISTRICT warrants the PROGRAMS to be fit for their intended use, and for their industrystandard quality. d. DISTRICT will indemnify and hold DISTRIBUTOR harmless from and against any and all claims, losses, damages, costs, and expense (including reasonable attorneys fees) arising out of DISTRICTs performance, or warranties made under this AGREEMENT. e. DISTRIBUTOR represents and warrants that it has the full right, power, legal capacity, and authority to enter into this AGREEMENT and carry out the terms hereof. f. DISTRIBUTOR agrees to indemnify and hold DISTRICT free and harmless from and against any and all claims, losses, damages, costs, and expense (including reasonable attorneys fees and costs) arising from DISTRIBUTORs activities arising under this AGREEMENT, including those representations or warranties made by DISTRIBUTOR. g. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS OR ANY OTHER INDIRECT, SPECIAL, INCIDENTIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. 6. SUCCESSORS AND ASSIGNS Neither DISTRICT nor DISTRIBUTOR may assign their rights under this AGREEMENT to another party or successor in interest. 7. ENTIRE AGREEMENT This AGREEMENT and all schedules and exhibits attached hereto, constitutes the entire AGREEMENT between DISTRIBUTOR and DISTRICT and may not be altered or amended except in writing, signed by each of the parties. There are no representations, covenants or warranties other than those expressly stated herein. Neither party may waive or modify the terms of this AGREEMENT unless agreed upon in writing and signed by both parties. This AGREEMENT shall control over all other documents, including terms a party may attempt to impose on a purchase order or similar instrument. 8. COMPLIANCE WITH ALL LAWS DISTRIBUTOR shall comply with all applicable state, federal and local laws, ordinances, codes, rules, regulations, and standards and shall hold and maintain all necessary licenses and permits necessary for performance during the term of this AGREEMENT.

9. RELATIONSHIP BETWEEN THE PARTIES This AGREEMENT does not create nor imply a relationship based on agency, partnership, joint venture or franchise between the parties. The DISTRIBUTOR, its employees, agents, and representatives shall not considered as legal representatives, agents, or employees of DISTRICT. Neither party has the right or

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authority to, and shall not assume or create any obligations of any nature on behalf of, the other party, or bind the other party in any respect. 10. GOVERNING LAW This AGREEMENT is to be governed by and interpreted in accordance with the laws of the State of California. Any legal proceedings arising from this AGREEMENT, including but not limited to any claim for breach of this AGREEMENT, its interpretation, cancellation, or specific performance, shall be brought in the Superior Court, Orange County, California.

11. NOTICE Any notice or communication required or permitted to be given hereunder or by law shall be in writing and served personally, delivered by courier, or sent by United States certified mail, postage prepaid with return receipt requested, addressed to the other party as follows: President Board of Trustees Coast Community College District 1370 Adams Avenue Costa Mesa, CA 92626 With a copy to: Vice Chancellor, Business Administration Coast Community College District 1370 Adams Avenue Costa Mesa, CA 92626 Director, Marketing & Partnerships Coast Learning Systems Coastline Community College 11460 Warner Avenue Fountain Valley, CA 92708 Any such notices personally served or delivered by courier shall be effective when received. All notices sent by certified mail shall be effective forty-eight hours after being deposited in the U.S. mail. Each party shall make a reasonable, good faith effort to ensure that it will accept or receive notices that are given in accordance with this paragraph. A party may change its address for purposes of this paragraph by giving the other party written notice of a new address in the manner set forth above.

For DISTRICT:

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IN WITNESS WHEREOF, each of the undersigned parties has caused this AGREEMENT to be executed by its duly authorized officer:

DISTRIBUTOR

_________________________________________ Name: Date: __________________________

COAST COMMUNITY COLLEGE DISTRICT

__________________________________________ President, Board of Trustees Date: __________________________

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SCHEDULE A
INDIVIDUAL PROGRAM TITLES BY COURSE (DVD Delivery) PRODUCER LIST PRICE COST TO DISTRIBUTOR

(Course to be Distributed)
$ ______ / Series (List of video titles in course)
Title $Cost / Single Title

$_______ / Series
$Cost/Single

SCHEDULE A is ACCEPTED AND AGREED as presented:

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DISTRIBUTOR

Date

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SCHEDULE B
Information provided by DISTRICT:

Are your titles available with Closed Captioning for the hearing impaired? ____Yes (all) _____No (none) _____For certain titles (please include listing)

Are your programs available in VHS and DVD format? ___Yes (all) ____No (none) ____ Varies, please inquire

DISTRIBUTOR may use images to better promote PROGRAMS in DISTRIBUTORs printed brochures and on their website. *If requested by DISTRICT, A copy of all promotional pieces must be received within 120 days of creation, and the said pieces will be delivered to DISTRICT * Copy of Promotional Pieces Required? ____ Yes ____ No

Person to contact when ordering products: Marketing Department, Coast Learning Systems

Phone: 714-241-6109

Fax: 714-241-6286

E-mail:CoastLearning@coastline.edu

Preferred method for receiving orders:

Fax (Customized order form to be created and approved by both parties.)

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