ROYALTY PAYMENT AND REPORTING. (a) Licensee shall pay the royalties based upon Net Sales in quarterly periods ending on the last days of March, June, September, and December. Payments shall be received by Licensor within thirty (30) days after the end of each quarterly period. At the time of payment, Licensee will also furnish Licensor on forms provided or approved by Licensor with a statement of Net Sales and number of units of all Licensed Products sold by territory (whether or not subject to a royalty) during the immediately preceding quarterly period and statements of other information as the forms may require. Such statements shall be furnished to the Licensor whether or not any Licensed Products have been shipped, distributed and/or sold and whether or not actual royalties have been earned during the preceding royalty period. Royalty statements will be certified true and correct by a duly authorized officer of Licensee if Licensee is a corporation or by a principal of Licensee if Licensee is a partnership or sole proprietor. Licensee shall send all payments and statements required by this Paragraph to Licensor at the address in Paragraph 24. Neither the expiration nor the termination of this Agreement shall relieve Licensee from its royalty payment obligations. (b) All amounts to be paid by Licensee to Licensor under this Agreement shall be payable in United States currency according to a method directed by Licensor (including by electronic transfer) without deduction for taxes (including withholding taxes), levies, duties, imports, commissions, expenses or charges of any kind. (c) Neither the receipt nor acceptance by Licensor of any royalty payment or royalty statement shall prevent Licensor from subsequently challenging the accuracy or validity of such payment or statement. (d) During the term of this Agreement and for at least two (2) years following the termination or expiration of this Agreement, Licensee shall maintain at Licensee's principal office such books and records including but not limited to production, inventory and sales records (collectively "Books and Records") as are necessary to substantiate that (i) all statements submitted to Licensor hereunder were true, complete and accurate, (ii) all royalties and other payments due Licensor hereunder shall have been paid to Licensor in accordance with the provisions of this Agreement, and (iii) no payments have been made, directly or indirectly, by or on behalf of Licensee to or for the benefit of any Licensor employee or agent who may reasonably be expected to influence Licensor's decision to enter this Agreement or the amount to be paid by Licensee under this Agreement. (As used in this Paragraph, "payment" shall include money, property, services, and all other forms of consideration.) All Books and Records shall be maintained in accordance with generally accepted accounting principles consistently applied. During the term of, and for two (2) years after the termination or expiration of this Agreement, the Books and Records shall be open to inspection, audit and copy by or on behalf of Licensor during business hours. If any such audit reveals a discrepancy between the royalties owed Licensor and the royalties Licensee paid, Licensee shall pay such discrepancy, plus interest calculated at the lesser of one and one-half percent (1 1/2%) per month or the maximum rate allowed by law. If such discrepancy is more than fifteen percent (15%), Licensee shall reimburse Licensor upon demand for the cost of such audit including any reasonable attorneys' fees in connection therewith.
Appears in 2 contracts
Samples: License Agreement (Blue Holdings, Inc.), License Agreement (Blue Holdings, Inc.)
ROYALTY PAYMENT AND REPORTING. (a) Licensee 17.1 Unless payment dates are otherwise specified in Article 9.2. and 9.3., LICENSEE shall pay LICENSOR the royalties based upon Guaranteed Minimum Royalties and any Product Royalties due under this Agreement quarterly as set forth below. The first quarter ends March 31; the second quarter ends June 30; the third quarter ends September 30; and the fourth quarter ends December 31.
17.2 A Statement of Account including the information set forth below shall be provided by LICENSEE to LICENSOR within fourteen (14) days after the end of each quarter and shall be certified by an officer or director of LICENSEE that it is true and accurate. The Statement of Account for each fourth quarter during the Term shall also provide the information identified below on a company by company basis limited to the top 25 companies or all customers with purchases greater than $10,000, whichever is greater, during the applicable quarterly period. Each quarterly Statement of Account, shall include: the number of units of each Licensed Product and Promotional Product manufactured, purchased, distributed and/or sold during that quarter, along with cost per unit to LICENSEE and Net Sales in quarterly periods ending Price on which the last days royalty will be calculated for the quarter; the net purchase price paid by LICENSEE, excluding tax, for each Promotional Product during the quarter; the total gross amounts billed by LICENSEE to its customers and total Net Sales of Marcheach Licensed Product and Promotional Product distributed by LICENSEE during the quarter, Junethe discounts provided per Licensed Product and the total cost for all media buys by or on behalf of LICENSEE for promotions, Septemberadvertising and/or marketing of the Licensed Products or Promotional Products (“Media Buys”) during the quarter. If the Licensed Territory covers more than one country, and December. accounting statements shall be separated on a country-by-country basis.
17.3 Payments shall be received remitted by Licensor within LICENSEE to LICENSOR no later than thirty (30) days after the end of each quarterly periodthe applicable quarter. At the time of payment, Licensee will also furnish Licensor on forms provided or approved by Licensor with a statement of Net Sales and number of units of all Licensed Products sold by territory (whether or not subject to a royalty) during the immediately preceding quarterly period and statements of other information as the forms may require. Such statements shall be furnished to the Licensor whether or not any Licensed Products have been shipped, distributed and/or sold and whether or not actual royalties have been earned during the preceding royalty period. Royalty statements will be certified true and correct by a duly authorized officer of Licensee if Licensee is a corporation or by a principal of Licensee if Licensee is a partnership or sole proprietor. Licensee LICENSEE shall send all payments and statements required by this Paragraph to Licensor LICENSOR at the address set forth in Paragraph 24Article 11.1. Neither the expiration nor the termination of this Agreement shall relieve Licensee or at such other address as LICENSOR may designate in writing from its royalty payment obligations.
(b) time to time. All amounts to be paid by Licensee LICENSEE to Licensor LICENSOR under this Agreement shall be payable in United States the currency defined in Article 9.0.xx electronic transfer without deductions for foreign currency exchange fluctuations, transfer fees, taxes (except withholding taxes according to a method directed by Licensor (including by electronic transfer) without deduction for taxes (including withholding taxesthe applicable bi-lateral double taxation conventions), levies, duties, imports, commissions, expenses or charges of any kind.
(c) 17.4 Neither the receipt nor acceptance by Licensor LICENSOR of any royalty payment or royalty statement Statement of Account shall prevent Licensor LICENSOR from subsequently challenging the accuracy sufficiency, accuracy, or validity of such payment or statement.
17.5 LICENSOR may immediately impose a charge of all overdue Royalty payments at a rate equal to one and one-quarter percent (d1.25%) per month or the maximum lesser rate allowed by law, without prejudice to any other rights of LICENSOR under this Agreement, and which shall be indivisible.
17.6 During the term Term of this Agreement and for at least two (2) years following the termination or expiration of this Agreement or of any further agreement intending to renew the present or to carry on the exploitation of the rights granted herein and concluded between the Parties, their subsidiaries, successors, related and affiliated companies or any other company owned or managed by a member of LICENSEE’s board or management, LICENSEE shall maintain Books and Records at LICENSEE’s principal office relating to the manufacture, purchase, marketing, promotion, distribution and/or sale of Licensed Products and Promotional Products, as well as relating to the number of holograms affixed to the Licensed Products and the number of holograms left in stock after termination or expiration of the Agreement, Licensee shall maintain at Licensee's principal office such books relating to LICENSEE’s Media Buys, and records including but not limited to production, inventory and sales records (collectively "Books and Records") as are necessary to substantiate that (i) all statements submitted to Licensor LICENSOR hereunder were true, complete complete, and accurate, and (ii) all royalties Royalties and other payments due Licensor LICENSOR hereunder shall have been paid to Licensor LICENSOR in accordance with the provisions of this Agreement, and (iii) no payments have been made, directly or indirectly, by or on behalf of Licensee to or for the benefit of any Licensor employee or agent who may reasonably be expected to influence Licensor's decision to enter this Agreement or the amount to be paid by Licensee under this Agreement. (As used in this Paragraph, "payment" shall include money, property, services, and all other forms of consideration.) All Books and Records shall be maintained in accordance with generally accepted accounting principles consistently applied. During the term Term of, and for two (2) years after the termination or expiration of this AgreementAgreement or of any further agreement intending to renew the present or to carry on the exploitation of the rights granted herein and concluded between the Parties, their subsidiaries, successors, related and affiliated companies or any other company owned or managed by a member of LICENSEE’s board or management, the Books and Records shall be open to inspection, audit, and copying by an individual audit and copy by or accounting firm on behalf of Licensor LICENSOR during LICENSEE’s regular business hours, upon prior reasonable notice to LICENSEE. If It is understood and agreed that such information may be used in any proceeding based on LICENSEE’s failure to pay its Royalty obligations under this Agreement or for breach of any other terms of this Agreement. The cost of any such audit or inspection shall be borne by LICENSOR except that if any such audit reveals a discrepancy between an underpayment of the royalties Royalties owed Licensor and the royalties Licensee paidto LICENSOR, Licensee LICENSEE shall pay such discrepancy, plus interest interest, from the date the payment should have been paid, calculated at the lesser rate of one and one-half quarter percent (1 1/21.25%) per month or the maximum lesser rate allowed by law. If such discrepancy underpayment is more than fifteen five percent (155%)) of the amounts due in the applicable quarterly period, Licensee LICENSEE shall reimburse Licensor upon demand LICENSOR for the cost of such audit including any reasonable attorneys' fees in connection therewithaudit.
Appears in 2 contracts
Samples: Merchandising License Agreement (SRM Entertainment, Inc.), Merchandising License Agreement (SRM Entertainment, Inc.)
ROYALTY PAYMENT AND REPORTING. (a) Licensee shall pay the royalties based upon Net Sales in quarterly periods ending on the last days of MarchJanuary, JuneApril, SeptemberJuly, and DecemberNovember. Payments shall be received by Licensor within on or before the thirty (30) days day period after the end of each quarterly periodperiod (the “Royalty Period”). The last Royalty Period shall end on the last day of the Term, and the Sell-Off Period (as defined below), if any, shall be considered its own Royalty Period. At the time of payment, Licensee will also furnish to Licensor by way of electronic reporting forms to be furnished by Licensor, all required information as requested on the electronic reporting forms provided or approved by Licensor with a statement of Net Sales and number of units of all Licensed Products sold by territory (whether or not the sale of Licensed Products are subject to a royalty) royalty during the immediately preceding quarterly period Royalty Period) and statements of other information as the electronic forms may require. Such electronic statements shall be furnished to the Licensor whether or not any Licensed Products have been shipped, distributed and/or sold and whether or not actual royalties have been earned during the preceding royalty periodRoyalty Period. Royalty statements will be certified true and correct by a duly authorized officer of Licensee if Licensee is a corporation or by a principal of Licensee if Licensee is a partnership or sole proprietorproprietor by submitting a hard copy to Licensor or by electronic signature via the Internet. Licensee shall send all follow instructions in Paragraph 25 of this Agreement for proper method of reporting electronic royalty statements. All payments and statements to Licensor, as required by this Paragraph will be addressed to Licensor at the address provided in Paragraph 2425. Neither the expiration nor the termination of this Agreement shall relieve Licensee from its royalty payment obligations.
(b) All amounts to be paid by Licensee to Licensor under this Agreement shall be payable in United States currency according to a method directed by Licensor (including by electronic transfer) without deduction for taxes (including withholding taxes), levies, duties, imports, commissions, expenses or charges of any kind.
(c) Neither the receipt nor acceptance by Licensor of any royalty payment or royalty statement shall prevent Licensor from subsequently challenging the accuracy or validity of such payment or statement.
(d) During the term of this Agreement and for at least two (2) years following the termination or expiration of this Agreement, Licensee shall maintain at Licensee's principal office such books and records including but not limited to production, inventory and sales records (collectively "“Books and Records"”) as are necessary to substantiate that (i) all statements submitted to Licensor hereunder were true, complete and accurate, (ii) all royalties and other payments due Licensor hereunder shall have been paid to Licensor in accordance with the provisions of this Agreement, and (iii) no payments have been made, directly or indirectly, by or on behalf of Licensee to or for the benefit of any Licensor employee or agent who may reasonably be expected to influence Licensor's decision to enter this Agreement or the amount to be paid by Licensee under this Agreement. (As used in this Paragraph, "“payment" ” shall include money, property, services, and all other forms of consideration.) All Books and Records shall be maintained in accordance with generally accepted accounting principles consistently applied. During the term of, and for two (2) years after the termination or expiration of this Agreement, the Books and Records shall be open to inspection, audit and copy by or on behalf of Licensor during business hours, and upon reasonable notice which shall not be less than ten (10) business days. If any such audit reveals a discrepancy between the royalties owed Licensor and the royalties Licensee paid, Licensee shall pay such discrepancy, plus interest calculated at the lesser of one and one-half percent (1 1/2%½%) per month or the maximum rate allowed by law. If such discrepancy is more than fifteen percent (15%), Licensee shall reimburse Licensor upon demand for the cost of such audit including any reasonable attorneys' fees in connection therewith. If any such audit reveals that Licensee has paid to Licensor an overpayment of royalties, Licensor shall pay such discrepancy, plus interest calculated at the lesser of one and one-half percent (1 ½%) per month or the maximum rate allowed by law. If such discrepancy is more than fifteen percent (15%), Licensor shall reimburse Licensee for any reasonable attorneys’ fees in connection there with.
Appears in 1 contract
ROYALTY PAYMENT AND REPORTING. (a) Licensee shall pay the royalties based upon Net Sales in quarterly periods ending on the last days of MarchJanuary, JuneApril, SeptemberJuly, and DecemberNovember. Payments shall be received by Licensor within on or before the thirty (30) days day period after the end of each quarterly periodperiod (the “Royalty Period”). The last Royalty Period shall end on the last day of the Term, and the Sell-Off Period (as defined below), if any, shall be considered its own Royalty Period. At the time of payment, Licensee will also furnish to Licensor by way of electronic reporting forms to be furnished by Licensor, all required information as requested on the electronic reporting forms provided or approved by Licensor with a statement of Net Sales and number of units of all Licensed Products sold by territory (whether or not the sale of Licensed Products are subject to a royalty) royalty during the immediately preceding quarterly period Royalty Period) and statements of other information as the -3- electronic forms may require. Such electronic statements shall be furnished to the Licensor whether or not any Licensed Products have been shipped, distributed and/or sold and whether or not actual royalties have been earned during the preceding royalty periodRoyalty Period. Royalty statements will be certified true and correct by a duly authorized officer of Licensee if Licensee is a corporation or by a principal of Licensee if Licensee is a partnership or sole proprietorproprietor by submitting a hard copy to Licensor or by electronic signature via the Internet. Licensee shall send all follow instructions in Paragraph 25 of this Agreement for proper method of reporting electronic royalty statements. All payments and statements to Licensor, as required by this Paragraph will be addressed to Licensor at the address provided in Paragraph 2425. Neither the expiration nor the termination of this Agreement shall relieve Licensee from its royalty payment obligations.
(b) All amounts to be paid by Licensee to Licensor under this Agreement shall be payable in United States currency according to a method directed by Licensor (including by electronic transfer) without deduction for taxes (including withholding taxes), levies, duties, imports, commissions, expenses or charges of any kind.
(c) Neither the receipt nor acceptance by Licensor of any royalty payment or royalty statement shall prevent Licensor from subsequently challenging the accuracy or validity of such payment or statement.
(d) During the term of this Agreement and for at least two (2) years following the termination or expiration of this Agreement, Licensee shall maintain at Licensee's principal office such books and records including but not limited to production, inventory and sales records (collectively "“Books and Records"”) as are necessary to substantiate that (i) all statements submitted to Licensor hereunder were true, complete and accurate, (ii) all royalties and other payments due Licensor hereunder shall have been paid to Licensor in accordance with the provisions of this Agreement, and (iii) no payments have been made, directly or indirectly, by or on behalf of Licensee to or for the benefit of any Licensor employee or agent who may reasonably be expected to influence Licensor's decision to enter this Agreement or the amount to be paid by Licensee under this Agreement. (As used in this Paragraph, "“payment" ” shall include money, property, services, and all other forms of consideration.) All Books and Records shall be maintained in accordance with generally accepted accounting principles consistently applied. During the term of, and for two (2) years after the termination or expiration of this Agreement, the Books and Records shall be open to inspection, audit and copy by or on behalf of Licensor during business hours, and upon reasonable notice which shall not be less than ten (10) business days. If any such audit reveals a discrepancy between the royalties owed Licensor and the royalties Licensee paid, Licensee shall pay such discrepancy, plus interest calculated at the lesser of one and one-half percent (1 1/2%½%) per month or the maximum rate allowed by law. If such discrepancy is more than fifteen percent (15%), Licensee shall reimburse Licensor upon demand for the cost of such audit including any reasonable attorneys' fees in connection therewith. If any such audit reveals that Licensee has paid to Licensor an overpayment of royalties, Licensor shall pay such discrepancy, plus interest calculated at the lesser of one and one-half percent (1 ½%) per month or the maximum rate allowed by law. If such discrepancy is more than fifteen percent (15%), Licensor shall reimburse Licensee for any reasonable attorneys’ fees in connection there with.
Appears in 1 contract
Samples: License Agreement