Brand License Agreement. Seller will use commercially reasonable efforts to cause XXX Italia to execute a licensing agreement (the “Brand License Agreement”), pursuant to which, among other things, XXX Italia shall grant to the Company a non-transferable right to use in Greece (i) the XXX trademark until December 31, 2009 (unless earlier terminated) and (ii) the “XXX Hellas” corporate name until the second anniversary of the Closing Date, in each case solely for use in the Business in the area of wireless mobile telecommunications as conducted prior to the Closing and the natural evolution thereof and with effect from January 1, 2005, provided that (v) the Company’s use of the XXX trademark and the “XXX Hellas” corporate name complies with XXX Italia’s policies and brand guidelines, (w) prior to December 31, 2009, the Company shall have the option of early termination of the Brand License Agreement upon at least ninety (90) days prior written notice, (x) the Company shall pay a fee to XXX Italia of 0.75% of the annual service revenues of the Company for the applicable period in which the Brand License Agreement is in effect including any license phase out period following the termination thereof, in one lump sum on December 31, 2009, irrespective of the actual duration of the Brand License Agreement, (y) the Brand License Agreement shall provide for the adoption of appropriate corporate name and trademark notices so as to ensure that the public will not identify the Company / licensee as owner of the “XXX Hellas” corporate name and/or of the XXX trademark (as such, or combined with the word “Hellas”) or as being part of the Telecom Italia Group, and (z) the Parties shall agree on customary terms and conditions with respect to licensing agreements of such type.
Brand License Agreement. XXX Italia and the Company shall have executed the Brand License Agreement contemplated by Section 6.5.
Brand License Agreement. Sellers’ Representative and Purchaser shall enter into the Brand License Agreement substantially in the form as attached as Exhibit 16.1.1;
Brand License Agreement. The Company shall have executed and delivered the Brand License Agreement.
Brand License Agreement. (i) Background and principal terms of the agreement
(ii) Historical transaction amounts
(iii) Pricing policies, Renewed Annual Caps and basis of determination
(a) the royalty fees payable by the Group shall remain at the rate of 1.5% of each of (i) the Group’s revenue attributable to the line of business which has higher gross profit margin, primarily being headhunting business; and (ii) the Group’s gross profit attributable to the line of business which has lower gross profit margin, primarily being flexible staffing business; and
(b) the royalty fees to be paid should have been reached on arm’s length basis and on normal commercial terms in the ordinary and usual course of business. The expected annual maximum amounts of royalty fees payable by the Group to MAN for the transactions contemplated under the Brand License Agreement for the three financial years ending 31 December 2027 are as follows: The Renewed Annual Caps have been determined with reference to the following factors:
(a) the historical transaction amounts between the Group and MAN in respect of licensing arrangement for the years ended 31 December 2022 and 2023 and the nine months ended 30 September 2024;
(b) the estimated revenue and gross profit from the lines of business of the Group using the licensed trademarks and proprietary products;
(c) the performance of a project which has been commenced in the fourth quarter of 2021; and
(d) the increased business capacity with the additional manpower investment and the planned business expansion of the Group.
(iv) Reasons for and benefits of continuance of the Brand License Agreement
(i) the Board would be responsible for internal control of the Company which cover annual review of the Continuing Connected Transactions and assessment of effectiveness of relevant internal control policies. In addition, the Company would engage external consultant which is specialised in identifying and evaluation of potential significant risk that may be associated with business and operations of the Company and will prepare an internal control report for review and consideration by the Board;
(ii) the Finance Department of the Company and Legal and Compliance Department are responsible for regularly monitoring, collecting and evaluating details of the Continuing Connected Transactions, including but not limited to the implementation of pricing policies, payment arrangements and actual transaction amounts under specific transactions, to ensure that such transact...
Brand License Agreement. (i) Background and principal terms of the agreement
(ii) Historical transaction amounts (RMB’000) (RMB’000) (RMB’000)
Brand License Agreement. Principal Terms of the Brand License Agreement
Brand License Agreement. THIS BRAND LICENSE AGREEMENT (the “Agreement”) is made this 29th day of December, 2014 (“Effective Date”) by and between World Traditional Fudokan Shotokan Karate-Do Federation, a company organized under the laws of Switzerland, having place of business located at Exxxxxxxxxxxxxxxx 0, XX-0000 Xxxxxxxxxxxx, Xxxxxxxxxxx (the “Licensor”), and HPIL Holding, a Nevada (United States of America) corporation, having a place of business located at 7000 Xxxxxxx Xxxx, Xxxxx Xxx, Xxxxxxx, XX 00000, Xxxxxx Xxxxxx of America (the “Licensee” and together with the Licensor, the “Parties”, and each, a “Party”).
