Trade Mark Royalty Agreement
Between the Company FRAMA SRL which resides in Milano, Xxxxx Xxxxxx 0 Xx. (CF:
11480040150) represented by the only administrator XXXXXX XXXX, and from now
on known as the GRANTOR and the company MERCHANT BROKER SPA, which resides in
Barzago, Parini Street, 3(CF:07187570150), which is represented by the only
Administrator Doctor XXXXX XXXXXX, from now on known as the LICENSEE.
INTRODUCTORY STATEMENT
That FRAMA SRL is appointed the following enterprising trademarks which are
deposited in Italy and abroad and are constituted by the following:
a) In the wording "FANTIC MOTOR", there a two rows in capital print with a
fantasy writing. The "F" starting very high and the "T" of MOTOR which
stretches to form the "T" of FANTIC. All of this is in Blue and is outlined
(Bordered) in red. Principle and chief means of identification: National
Trademark N.307516 registered in 1/7/78 (date of first deposit March 29th 1977
provisionary no. 17901C/77), International Trademark no. 435034 registered
1/7/78.
b) In the wording "G" in a square the GARELLI in black and white letters; In
the wording "MOSQUITO", In the wording "XXXX". Principle and chief means of
identification: National Trademark no. 495828, granted on August 3rd 1988 (X
XXXXXXX); NO. 406397 granted on 2/24/86 (MOSQUITO); No. 529187 granted on
5/30/90. International trademark No. 528019 (G in the square -GARELLI) and
No. R262226 (MOSQUITO).
-All of the above mentioned trademarks are utilized for distinguishing the
following products: bicycles, motorcycles, mopeds, and three-wheeled vans, and
their spare parts (class 12).
ART.1.The GRANTOR, grants the LICENSEE, who assumes, the exclusive license of
all the above mentioned trademarks and for all the relative products.
ART.2. The present license grants and is valid for all the national and
international markets, none excluded nor excepted, and the LICENSEE has the
power to transfer the present license to a third party.
ART.3. The LICENSEE is obliged to fulfill every possible effort, in the
technical, commercial, organizational, and publicity fields; to promote and
develop the sales of the licensed products; to adequately supply the market
and promptly satisfy the demand.
ART.4. The LICENSEE is obliged to respect the norms and instructions fixed by
the GRANTOR, relative to the use of the trademarks and at the qualitative
level of the products.
ART.5. The present contract is in effect from the date underwritten in the
present contract and
remains in effect for a period of five years and to end on that
date.
-The contract will be renewed automatically for another five year period, and
in case the correspondent wished to cancel they must or it is recommended that
they do so at least six months prior to the termination of the original
contract expiration date or the relative renewal date.
-The GRANTOR reserves the right to withdraw from the present contract at any
time in case the terms specified were not respected or followed and with the
legal procedures more or less in Art.10.
-In case of the above said cancellation, that they intend to accept between
the parties the causes of cancellation expressed by the senses and for the
effect of Art. 1466 C.C.; it is understood that the LICENSEE, will not receive
any rights or repayment of sums already paid; to be precise, he will not be
entitled to any damages of sorts or compensation.
ART.6. The GRANTOR, will furnish or supply, the LICENSEE, with all the
documents necessary for the use and will supply all the necessary graphics
documents for the advancement of the licensed trademark.
ART.7. Whatever amount due for the exclusive license for the present
contract, the LICENSEE will give the GRANTOR a royalty of 1.5% for the net
fabrication up to L.20.000.000.000 annually and 1% superior fabrication of
such imports (to the net of IVA or analogous taxes) realized with the sale of
the licensed products.
-The LICENSEE must communicate twice a year to the GRANTOR the extent of the
fabrication achieved in the preceding semester, and must provide the payment
of royalties for the preceding semester (he has up until 3 months after the
preceding semester to pay); the semesters end June 30th and December 31st of
each year.
ART.8. Independent from the net fabrication completed annually, the LICENSEE
must pay the GRANTOR a minimum amount of royalties for each year subject to
the present contract in the amount Lire 120,000,000.
ART.9. The LICENSEE is obliged to have an accountant to keep records of any
sales of the licensed products; moreover, to permit the GRANTOR to control or
the allow to control, within reasonable terms and at the expense of the
GRANTOR, the LICENSEE'S record books and any relative materials dealing with
the sale(s) of the licensed products.
ART.10. In case of controversy over the trademarks by third parties, the
GRANTOR must directly provide expenses for defense proceedings; the LICENSEE
must directly provide for the defense of the trademarks and for any eventual
counterfeiting; the GRANTOR is obliged to give all the necessary
collaboration.
ART.11. If for any reason one of the parties violates a clause in the present
contract and doesn't stop or terminate the violation, (although he is urged to
terminate it within thirty days of receiving a written statement requesting
him to do so), the other party can withdraw from the present contract, by
advising the party in violation.
ART.12. If in the period valid within the present contract the LICENSEE
becomes subjugated, enters in competition or becomes liquidated, the GRANTOR
can immediately withdraw from the present contract, without the LICENSEE,
deserving any right of restitution of sums already paid, that is,
compensation.
ART.13. In case of suspension, cancellation, or breakup of the present
contract, the LICENSEE must immediately cease the fabrication of the licensed
products and the use of the trademarks; and in the event of the execution of
the orders already in progress.
-at the termination of the present contract the LICENSEE has the power to
commercialize the products sold and properly tried, for up to a period of six
months maximum from the date of termination, however with the respect to Art.4
and Art.8 of the present contract.
ART.14. Eventually disagreement between the parties in relation to the
interpretation, execution, and/or cancellation of the present contract, the
parties must meet in front of an arbitrary college composed of three arbiters;
one which will be appointed by the GRANTOR; one which will be appointed by the
LICENSEE; the third will be appointed by a combination of the first two. In
case of disagreement over the third arbiter, the nomination of the third
arbiter will be elected by the president of commercial doctors of Lecco, and
must be chosen or written by the most diligent.
-The arbiters are free from obligations of procedures(errors) and their
decisions have the power or value of a contract. For the fulfillment of their
task the arbiters have the loose power of investigating or researching the
parties documents and correspondence.
ART.15. The expenses for the registration and the transcription at the
central patent office of the present contract will be equally split between
the GRANTOR and LICENSEE. The present contract, places these people as
entrepreneurs, and is subject to enforce its valor and will be subjected at
the office of registration, according to 40T.U. 131/1985.
Milano, April 28, 1995
