Off-Price Accounts Clause Samples

Off-Price Accounts. Licensee may sell Seconds and Close-Outs only to those Approved Accounts designated in writing as off-price customers and to Movado Outlets (collectively the “Off-Price Accounts”); provided, however, that (i) Net Wholesale Sales of Seconds in any Annual Period shall not exceed [***] of Net Wholesale Sales (not including the Excluded Sales) for such Annual Period (the “Seconds Cap”) and (ii) Net Wholesale Sales to Off-Price Accounts in any Annual Period shall not exceed [***] of Net Wholesale Sales (not including the Excluded Sales) for such Annual Period (collectively, the “Off-Price Caps”). For the avoidance of doubt, Movado Outlets and the “Off-Price Accounts” listed on Exhibit G are the only Off-Price Accounts that are approved as of the Effective Date. Licensee shall use all commercially reasonable efforts to prevent Off-Price Accounts from selling Licensed Products outside of the Territory, advertising or promoting the sale of Licensed Product (other than within its brick and mortar stores), and from selling Licensed Products in catalogs, via E-Commerce (unless such account is an e-commerce account) or other than in its brick and mortar stores, and if any such sales occur after Licensee has warned a customer to stop such sales, Licensee shall stop selling Licensed Products to such customer and such customer shall cease being an Off-Price Account hereunder.