Trademark License Agreement
Exhibit
10.1
This
Trademark License Agreement (this “Agreement”) is made as of February 19,
2008, between Xxxxxx Xxxxxxx Ventures LLC (“Licensor”), on the one hand, and
Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx Productions, Inc. (collectively, “Licensee”
and together with Licensor, the “Parties”), on the other hand.
Section
1 Definitions.
1.1 The
Property: The name, image, signature, and likeness of the celebrity Xxxxxx
Xxxxxxx (approved as herein provided).
1.2 The
Articles: Personal Care Products, which are defined as "All
products used for massaging, personal and oral hygiene, cosmetics, fragrances,
skin care, hair care, health diagnostics, muscle and joint health products
(non-ingestible), but specifically excluding any exercise equipment.”
1.3 The
Territory: United States and Canada.
1.4 Advertising
Materials: Any artwork, labeling, packaging, design, copy, text, and other
promotional or advertising material of any sort, utilizing the
Property.
1.5 Products:
Articles manufactured and sold utilizing the Property.
Section
2 Grant
and Services.
2.1 Licensor
hereby grants to Licensee the exclusive license during the Term, to use the
Property in connection with the manufacture, distribution, sale, advertising,
promotion and other exploitation of the Products throughout the
Territory.
2.2 The
Term
hereof shall be the period commencing on the effective date hereof and
continuing for ten (10) years thereafter. Provided Licensee is not in default
of
this Agreement, Licensee shall have the right to extend the term of this License
for ten (10) additional years upon written notice to Licensor prior to the
termination of this License.
Section
3 Consideration.
3.1 In
consideration of the license granted herein, and provided Licensor is not in
material breach hereof, (a) Licensee shall provide or cause to be provided
to
the Licensor, its affiliate(s) or any licensee(s) thereof, the personal services
of Xxxxxx Xxxxxxx for three (3) additional days per year (in addition to any
such personal services previously agreed to be so provided) which additional
personal services, for the avoidance of doubt, are more fully described in
the
Services Agreement of even date herewith between Licensor and
Licensee.
Section
4 Compliance. The
Products shall be manufactured in compliance with the
following:
4.1 All
requirements of the Fair Labor Standards Act, as amended (the AFLSA"),
and
all regulations and orders of the U.S. Department of Labor issued in accordance
thereof;
4.2 Federal,
state and local laws pertaining to child labor, minimum wage and overtime
compensation; and
4.3 With
respect to Products (including components thereof) manufactured outside the
United States, the wage and hour laws of the country of manufacture and without
the use of child, prison or slave labor.
Section
5 Representations
and Warranties.
5.1 Licensor
represents and warrants that it is fully authorized to enter into and perform
this Agreement.
5.2 Licensee
represents and warrants that it is fully authorized to enter into and perform
this Agreement.
5.3 Licensor
and Licensee agree to defend, indemnify and hold each other harmless against
any
and all loss, damage and expense, including attorneys fees and costs arising
out
of any claims that may be instituted against them by reason of any breach or
alleged breach of their respective warranties, representations or agreements
hereunder.
5.4 The
provisions of this paragraph shall survive the expiration or termination of
this
Agreement.
Section
6 Termination.
6.1 If
Licensee, or any one of them, shall at any time breach any of their material
obligations hereunder or under any other agreement with Licensor or its
affiliates and Licensee shall fail to reasonably commence to remedy such default
within thirty (30) days after written notice thereof by Licensor, then Licensor
may, at its option, terminate this Agreement and the license granted herein
by
notice to that effect.
6.2 Nothing
in this Agreement will be construed to require Licensee to transfer to Licensor
any trademarks and/or copyrights in the Products, Advertising Materials and/or
any artwork and/or material used in connection with the Products, and/or any
materials which were not supplied by Licensor hereunder, and all such materials
shall remain the sole property of Licensee. Excluding the Property, any and
all
trademarks, trade names, slogans, designs, copyrights and methods used in or
in
connection with the manufacture, sale or advertisement of the Articles, shall
notwithstanding the termination or expiration of this Agreement, be and remain
the sole property of Licensee.
6.3 Notwithstanding
any other provision of this Agreement, the License granted herein shall
terminate if Licensee does not actively use the Property in connection with
the
manufacture, distribution, sale, advertising, promotion, or other exploitation
of the Products in any period of eighteen (18) consecutive months or for twenty
four (24) total months (not necessarily consecutive) in the initial ten year
Term.
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Section
7 Miscellaneous.
7.1 This
Agreement may be executed in several counterparts, each of which will be deemed
an original but all of which will constitute one and the same.
7.2 This
Agreement supersedes
any and all other agreements, either oral or written, between such parties
with
respect to the subject matter hereof.
7.3 Wherever
possible, each provision hereof shall be interpreted in such manner as to be
effective and valid under applicable law, but in case any one or more of the
provisions contained herein shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such provision shall be ineffective
to
the extent, but only to the extent, of such invalidity, illegality or
unenforceability without invalidating the remainder of such invalid, illegal
or
unenforceable provision or provisions or any other provisions hereof, unless
such a construction would be unreasonable.
7.4 Licensor
agrees that during the Term of this Agreement, it shall not use, nor shall
it
permit any other person/entity to use, the Property to manufacture, promote,
distribute, market, advertise and/or sell Personal Care Products.
7.5 This
Agreement may be amended only by a written agreement executed by both
Parties.
7.6 This
Agreement may be assigned by Licensee and will be binding upon and shall inure
to the benefit of the Parties, and their respective successors and assigns.
Licensee may enter into agreement(s) with third parties to license the rights
and obligations granted to it under this Agreement.
7.7 This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York applicable to contracts made and to be wholly performed
therein. The Parties hereby consent to the exclusive venue and personal
jurisdiction in the Supreme Court of the State of New York or any United States
District Court within the State of New York and courts with appellate
jurisdiction therefrom.
7.8 Nothing
contained herein shall constitute this arrangement to be employment, a joint
venture or a partnership.
7.9 The
failure of either Party to exercise in any respect any right provided for herein
shall not be deemed a waiver of any right hereunder. The headings of sections
and other subdivisions of this Agreement are for convenient reference only,
and
shall not be used in any way to govern, limit, modify or construe this Agreement
or otherwise be given any legal effect.
7.10 All
notices hereunder shall be in writing addressed to the Party at the addresses
below and shall be given by personal delivery, overnight delivery, certified
mail, return receipt requested, or by facsimile transfer with a confirmation
copy sent by regular first class mail.
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Licensee: [ADDRESS]
Licensor: 000
Xxxxx
Xxxxxx-Xxxxx Xxxx., 0xx Xxxxx, Xxxxxx-Xxxxx, XX 00000, attention: Xxxxxxx X.
Xxxxxxxxx, Esq.
IN
WITNESS WHEREOF, the Parties have duly executed this Trademark License Agreement
as of the date set forth above.
XXXXXX
XXXXXXX PRODUCTIONS, INC.
By:
___________________________________
Name:
_________________________________
Title:
__________________________________
_______________________________________
Xxxxxx
Xxxxxxx
XXXXXX
XXXXXXX VENTURES LLC
By:
___________________________________
Name:
_________________________________
Title:
__________________________________
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