Exhibit 10.16
LICENSE AGREEMENT
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THIS LICENSE AGREEMENT (this "Agreement") is dated as of January 31, 1995,
by and between Xxxxx International, Ltd., a Colorado corporation ("Licensor"),
and Product Information Network Venture, a Colorado general partnership
("Licensee").
W I T N E S S E T H:
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WHEREAS, Licensee is the holder of a trademark (the "Licensed Xxxx") for
PRODUCT INFORMATION NETWORK as a xxxx to be used in connection with the
promotion and exhibition of multiple direct response television commercials
("Infomercials"); and
WHEREAS, Licensee desires to use the Licensed Xxxx for its Infomercial
network;
NOW, THEREFORE, for value received and in consideration of the mutual
covenants below, the parties agree as follows:
1. Grant of License. Licensor hereby grants to Licensee an exclusive,
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irrevocable license (the "License") to use the Licensed Xxxx as a service xxxx
for an Infomercial network.
2. Term. The term of the License shall commence upon the execution of
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this Agreement and shall continue until the dissolution of Licensee, at which
time all rights to Licensee hereunder shall cease.
3. Quality Standards.
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(a) Licensee shall at all times use the Licensed Xxxx in a manner that is
of the quality and standards deemed approved by Licensor at the time this
Agreement is executed.
(b) Licensee agrees that it will not use the Licensed Xxxx on products or
in a manner that might tend to reflect negatively on the Licensed Xxxx and/or
Licensor.
(c) Licensee agrees to use the official registration notice R in connection
with the use of the Licensed Xxxx in printed materials and commercial
advertisements.
(d) Licensor shall notify Licensee in writing of any observed failure to
maintain the quality associated with the Licensed Xxxx. Licensee shall have
thirty (30) days to commence and diligently prosecute efforts to correct such a
failure. If Licensee fails to correct such a failure within sixty (60) days of
receipt of notice from Licensor, Licensor may terminate this Agreement.
4. Assignment. Licensee shall not assign its rights hereunder without the
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prior written consent of Licensor.
5. Choice of Law. This Agreement shall be governed by the laws of the
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State of Colorado as they apply to agreements executed and fully performed in
the State of Colorado (that is, without reference to the rules governing
conflicts or choice of laws).
6. Entire Agreement. This Agreement contains the entire understanding and
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agreement of the parties and supersedes all other understandings and agreements
between the parties. No amendment to this Agreement shall be effective unless
it is in writing and executed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first written above.
XXXXX INTERNATIONAL, LTD.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: V.P./Legal Affairs
PRODUCT INFORMATION NETWORK
VENTURE
By: Xxxxx Infomercial Network Ventures,
Inc., General Partner
By: /s/ Xxx X. Xxxxx
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Name: Xxx X. Xxxxx
Title: Vice President
