EXHIBIT 10.1
LICENSE AGREEMENT
This TRADEMARK LICENSE AGREEMENT ("AGREEMENT") is made and entered into this 4th
day of November, 1998, by And between Shelby American Licensing, Inc., a
corporation with an address at. 00000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000,
X.X.X. ("LICENSOR") and Titan Motorcycle Company of America, Inc. a Nevada
Corporation, whose address is 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx, 00000.
("LICENSEE")
RECITALS:
A. LICENSOR and/or LICENSOR's affiliated entities (hereinafter collectively
"LICENSOR") are the proprietors of certain licensed properties, including but
not limited to the names, symbols, shapes, likenesses and combinations of names,
symbols, and shapes; "CS" DESIGNS, -"SHELBY," "XXXXXXX XXXXXX." XXXXXXX SHELBYS
PHOTOGRAPH & LIKENESS, XXXXXXX XXXXXX'X SIGNATURE, "SHELBY COBRA," "SHELBY GT
350," "SHELBY GT 350H," "SHELBY GT 350R," "SHELBY GT 500," "SHELBY GT 500KR,"
"SHELBY COBRA 427," "SHELBY 289 COBRA COUPE'" "SHELBY COBRA 289FIA," "FIA 289,"
"FIA Xxxx 2," "XXXXXX XXXXX 000 X/X," "XXXXX," "COBRA 427 S/C," "427 SIC,"
"COBRA 427," "427," "SHELBY SERIES 1," "SHELBY SERIES 1 LOGO," "SHELBY S.P.
360," and the COBRA SNAKE DESIGNS used in connection with any variants of the
1960's COBRAS. The distinctive appearance and shape of the Cobra 260, 289, 427,
Coupe, and Shelby Series 1 are protected trade dress property of Shelby American
Licensing, Inc. These licensed properties, through promotion and use, have
achieved a unique and widespread celebrity and goodwill among the trade and
members of the general public as being associated with LICENSOR and LICENSOR's
vehicles and related products.
B. LICENSEE desires to obtain the right to use LICENSOR's licensed properties,
including the name SHELBY, in connection with the manufacture, sale, and/or
distribution of certain merchandise designed to evoke LICENSOR and/or LICENSOR's
products whereby LICENSEE may benefit commercially from the goodwill associated
with LICENSOR, LICENSOR's vehicles and related products and LICENSOR's
officially licensed properties.
C. LICENSOR desires to license LICENSEE to use certain of LICENSOR's licensed
properties and in connection with the manufacture, sale and/or distribution of
merchandise designed to evoke LICENSOR and/or LICENSOR's products.
NOW, THEREFORE it is hereby agreed as follows
1. DEFINITIONS
1.1 LICENSED PROPERTIES means LICENSOR I a trademarks, copyrightable material,
and other industrial and intellectual property limited to the names "SHELBY,"
"XXXXXXX XXXXXX," "XXXXXXX XXXXXX SIGNATURE AND LIKENESS," "SHELBY SERIES 1,"
and "SHELBY SERIES 1 LOGO." The distinctive appearance and shape of the Cobra
260, 289, 427, Coupe, and Series 1 is protected trade dress property of Shelby
American Licensing, Inc. The LICENSED PROPERTIES may be protected by trademark
and/or copyright registrations and/or by federal, state, and common laws
25
governing trademark, trade dress, copyright, and/or the right of publicity in
various countries of the world, with respect to motor vehicles, parts,
accessories, and other goods.
1.2 LICENSEE's GOODS includes the following: (1) A one-time, limited production
"Shelby Series 1" edition of the "Titan" motorcycle, fully assembled and
certified by all appropriate federal and state agencies as "street legal",
including all accessories thereto whether sold together or separately, up to a
maximum quantity of 500 factory manufactured motorcycles; (2) Wearing apparel
comprising T-shirts, sweat shirt/pants, jackets, and caps displaying a
Titan/Shelby Series 1 motorcycle theme.
1.3 LICENSED PRODUCTS means LICENSEE's GOODS which bear one or more of the
LICENSED PROPERTIES, or that are sold or distributed in association with one or
more of the LICENSED PROPERTIES, pursuant to this AGREEMENT.
1.4 LICENSED TERRITORY means worldwide territory
1.5 All LICENSEE'S goods and any additions to LICENSEE'S goods and/or new
designs shall be submitted in writing to LICENSOR for prior written approval
along with samples.
2. GRANT OF LICENSE
2.1 LICENSOR hereby grants to LICENSEE an exclusive license as to the one-time
limited production Shelby Series 1 edition of the Titan motorcycle for a period
of one year commencing November 4, 1998 and expiring November 3, 1999 and a
non-exclusive license thereafter and a non-exclusive license for wearing apparel
for use of the LICENSED PROPERTIES solely and only upon and in connection with
the manufacture, sale, and distribution of the LICENSED PRODUCTS in the LICENSED
TERRITORY. The license granted under this AGREEMENT is intended to enable
LICENSEE to benefit commercially from the goodwill associated with LICENSOR,
LICENSOR's vehicles and related products, and LICENSOR's officially LICENSED
PROPERTIES.
3. ROYALTY PROVISIONS
[EDITED TO PROTECT COMPANY CONFIDENTIAL INFORMATION]
4.1 LICENSEE shall furnish to LICENSOR a royalty report not later than thirty
(30) days after the end of each calendar quarter (i.e., not later than May 1,
August 1, November 1 and February 1) for all LICENSED PRODUCTS sold or
distributed by or for it during such calendar quarter. The royalty report shall
be submitted in a format found to be acceptable to LICENSOR and be certified to
be accurate by LICENSEE. Each report shall include the number, description,
manufacturer's reference number and gross sales price, itemized deductions from
gross sales price and net sales price of the LICENSED PRODUCTS distributed
and/or sold by LICENSEE during the quarter, together with any returns made
during the preceding quarter.
4.2 Each royalty report submitted by LICENSEE to LICENSOR pursuant to Paragraph
4.1 shall be accompanied by payment of the royalty due for the calendar quarter
covered by the report.
4.3 The first royalty report shall be due after one full calendar quarter has
been completed (e.g., if the AGREEMENT is executed November 15, then the first
statement would be due no later than May 1). Royalty reports shall be provided
for all subsequent calendar quarters regardless of whether or not. any of the
LICENSED PRODUCTS have been sold or distributed during the preceding quarter.
4.4 The receipt or acceptance by LICENSOR of any royalty report furnished
pursuant to this AGREEMENT or of any royalties paid shall not preclude LICENSOR
26
from questioning the correctness thereof at any time. In the event that any
inconsistencies or mistakes are discovered in such royalty report payments, they
shall immediately be rectified and the appropriate payments made by LICENSEE.
4.5 The payment of the royalty shall reach LICENSOR within thirty (30) days f
rom the end of the calendar quarter, but in no event later than forty-five (45)
days after the end of the calendar quarter. If the payment reaches the LICENSOR
more than forty-five (45) days after the end of the calendar quarter, LICENSEE
shall also owe LICENSOR a late payment charge of ten percent (10%) of the
royalty due that quarter. If this late payment charge does not accompany the
payment, LICENSOR will so notify LICENSEE and LICENSEE shall immediately forward
such late payment charge to LICENSOR.
4.6 All payments made hereunder by check should be made payable to Shelby
American Licensing, Inc., in U.S. currency [confindential banking information
deleted].
4.7 once during each calendar year in which this contract is in effect, and once
after expiration or termination of this contract, LICENSOR shall be entitled to
an independent audit of LICENSEE's account books, records, invoices, and other
pertinent data by a certified public accountant or qualified auditor to be
designated by LICENSOR, to determine LICENSEE's sales of LICENSED PRODUCTS. The
audit shall be limited to determination of LICENSEE's sales of LICENSED
PRODUCTS, and shall be conducted during normal business hours at LICENSEE's home
office. The cost of the audit shall be paid by LICENSOR unless the audit shows
that LICENSEE understated sales of LICENSED PRODUCTS by more than ten percent
(10%), in which case the LICENSEE shall pay all of LICENSOR's reasonable costs
of the audit.
5. TERM
5.1 This AGREEMENT as it pertains to wearing apparel shall become effective upon
November 4, 1998, and shall continue until November 3, 2004. This AGREEMENT as
it pertains to motorcycles shall become effective upon November 4, 1998, and
shall continue until the one-time, limited production "Shelby Series 1" edition
of the "Titan" motorcycle are sold, unless sooner terminated pursuant to the
terms and conditions of this AGREEMENT. This agreement may be renewed or
extended for another three years beyond the TERM upon mutual written agreement
of the parties.
6. ACKNOWLEDGMENTS
6.1 LICENSEE acknowledges and accepts all of LICENSOR's rights and interests in
and to the LICENSED PROPERTIES. LICENSEE acknowledges that LICENSOR is the sole
and exclusive owner of the licensed properties and that nothing contained in
this agreement or arising from the granting or exercise of the license granted
herein shall give LICENSEE, successors in-interest, affiliates, or agents, or
any third party, any right, title, or interest, other than the license granted
in and to the licenced properties or the goodwill associated with such licensed
properties. Without waiving any defenses in the event of litigation brought
against LICENSEE BY LICENSOR, LICENSEE agrees that it will not, during the term
of this AGREEMENT or thereafter, attack or challenge in any manner or in any
forum the ownership and interests of LICENSOR, or any affiliated company of
LICENSOR, in and to the LICENSED PROPERTIES, nor will LICENSEE attack or
challenge the validity of this AGREEMENT.
6.2 LICENSEE acknowledges and agrees that neither this AGREEMENT nor LICENSEE's
exercise of its rights under this AGREEMENT shall affect the ownership by
LICENSOR of any of the goodwill or other rights of whatsoever nature pertaining
to the LICENSED PROPERTIES, and that such goodwill or other rights pertaining to
the LICENSED PROPERTIES shall be and remain in the name of LICENSOR and/or
LICENSOR's affiliated companies.
27
6.3 LICENSEE shall not attempt to register any of the LICENSED PROPERTIES either
alone or in combination with other marks or indicia, nor shall LICENSEE use or
attempt to register any marks confusingly similar to any of the LICENSED
PROPERTIES.
6.4 LICENSOR and LICENSEE agree that all uses of the LICENSED PROPERTIES
pursuant to this AGREEMENT shall inure solely to the benefit of LICENSOR and/or
LICENSOR's affiliated companies.
6.5 LICENSEE agrees to place the following Trademark notices on all advertising
materials and product catalogs as well as packaging where applicable: "SHELBY,
XXXXXXX XXXXXX, XXXXXXX XXXXXX'X PHOTOGRAPH & LIKENESS, XXXXXXX XXXXXX'X
SIGNATURE, SHELBY SERIES 1, SHELBY SERIES 1 LOGO, are registered trademarks of
Shelby American Licensing, Inc. and are used with permission." Where applicable,
"The distinctive appearance and shape of the Series 1 is the protected trade
dress property of Shelby American Licensing, Inc." LICENSEE shall be permitted
to place the name Titan Motorcycle Company of America and/or the designation
'C___ , All Rights Reserved' on the box in which the Licensed Products are
contained. Where LICENSED PROPERTIES appear on LICENSED GOODS, LICENSEE agrees
to place a TM or R in a circle at the end of the LICENSED PROPERTIES.
7. GOOD WILL AND PROMOTIONAL VALUE
7.1 LICENSEE recognizes the great value of the goodwill associated with the
LICENSED PROPERTIES and acknowledges that the LICENSED PROPERTIES, and all
rights therein and the goodwill pertaining thereto, belong exclusively to
LICENSOR. LICENSEE further recognizes and acknowledges that the LICENSED
PROPERTIES have acquired secondary meaning in the mind of this public.
8. TRADEMARK PROTECTION MAINTENANCE AND LABELING
8.1 The license granted under this AGREEMENT is conditioned upon LICENSEE's full
and complete compliance with the provisions of the trademark, patent, and
copyright laws of the United States and of the foreign country or countries in
the LICENSED TERRITORY in which it sells or distributes LICENSED PRODUCTS.
LICENSEE agrees to bear any costs which may be necessary to comply with such
laws, but only as they relate to LICENSEE's manufacture, sale, distribution, or
exploitation of LICENSED PRODUCTS.
8.2 LICENSEE agrees to provide LICENSOR at LICENSOR's request and expense such
reasonable assistance as LICENSOR may require in maintaining and/or procuring
registration of or protection for any of LICENSOR's rights to the LICENSED
PROPERTIES in the LICENSED TERRITORY, and further agrees to cooperate in
facilitating LICENSOR's compliance with all applicable laws concerning
LICENSOR's rights to the LICENSED PROPERTIES in the LICENSED TERRITORY. LICENSEE
further agrees to cooperate in the recordation of this AGREEMENT pursuant to the
applicable laws within the LICENSED TERRITORY.
8.3 LICENSEE agrees that it will cause to appear on or within each LICENSE
PRODUCT manufactured and/or sold by it under this AGREEMENT and on or within all
advertising, promotional, or display material pertaining to the LICENSED
PRODUCTS and on any and all cartons, containers, packaging, and/or wrapping
material pertaining to the LICENSED PRODUCTS, such copyright, trademark, and
other notices as LICENSOR shall reasonably designate in writing.
8.4 LICENSEE agrees to assist LICENSOR to the extent necessary to protect
LICENSOR's rights in the LICENSED PROPERTIES. LICENSOR may commence or prosecute
any claims or suits in LICENSOR's own name or in LICENSEE's name, or may join
LICENSEE as a party thereto at LICENSOR's expense. LICENSEE shall notify
28
LICENSOR of any infringements or incitations of the LICENSES PROPERTIES on
articles similar to those covered by this AGREEMENT which may come to LICENSEE's
attention, and LICENSOR shall have the sole right to determine whether or not
any action shall be taken on account of any such infringements or imitation.
Nothing contained herein shall be construed to obligate or require LICENSOR to
take any such action. LICENSEE shall not institute any suit or take any action
on account of any such infringements or imitations without first obtaining
LICENSOR's written consent and such consent shall not be unreasonably withheld.
8.5 LICENSEE agrees that it will not manufacture, have manufactured or sell any
products bearing or using TRADEMARKS or trade dress which are not LICENSED
PRODUCTS and acknowledges that such sale shall constitute a material breach of
this Agreement.
0.XXXXXXXXX AND INDEMNIFICATION
9.1 LICENSEE agrees to hold harmless, defend, and indemnify LICENSOR and Xxxxxxx
Xxxxxx, individually, against any and all allegations, claims, suits, loss,
attorneys, fees, or damage arising out of LICENSEE's manufacture, distribution,
or sale of the LICENSED PRODUCTS, or any use by third parties of such LICENSED
PRODUCTS manufactured, distributed, or sold by LICENSEE, or arising out of any
alleged unauthorized use of any patent, copyright, design, xxxx, process, idea,
method or device by LICENSEE in connection with the LICENSED PRODUCTS.
9.2 LICENSEE shall acquire and maintain at its sole cost and expense throughout
the term of this AGREEMENT Commercial General Liability Insurance, including
product liability and contractual liability, (hereinafter referred to as
"COMMERCIAL GENERAL LIABILITY INSURANCE"), underwritten by an insurance company
which has been rated at least A-VI by the most recent edition of Bests insurance
report. The financial status of insurance companies located outside the United
States must be acceptable to LICENSOR. This insurance coverage shall provide
protection against any and all claims, demands,. causes of action or damages,
including attorneys, fees, arising out of any alleged defects in the LICENSED
PRODUCTS, or any use thereof, of not less than Ten Million Dollars
($10,000,000.00) combined single limit for personal injury and property damage
with LICENSOR and Xxxxxxx X. Xxxxxx, an individual, named as an additional
insured parties. In addition, LICENSEE shall name LICENSOR and Xxxxxxx X.
Xxxxxx, an individual, as insureds on any excess or umbrella policies carried by
LICENSEE.
9.3 LICENSEE shall furnish to LICENSOR certificates issued by the insurance
company setting forth the amount of COMMERCIAL GENERAL LIABILITY INSURANCE, the
policy number, the date of expiration, and a provision that the LICENSOR shall
receive thirty (30) days written notice prior to termination, reduction, or
modification of the coverage. LICENSEE's purchase of the COMMERCIAL GENERAL
LIABILITY INSURANCE or furnishing of the certificate of insurance shall not
relieve LICENSEE of any other of its obligations or liabilities under this
AGREEMENT.
9.4 LICENSOR does not and shall not hold LICENSEE harmless from or against any
allegations, claims, suits, loss, attorneys, fees, or damage arising out of the
use by LICENSEE of the LICENSED PROPERTIES as the result of any allegation or
claim by a third party. In LICENSOR's sole discretion, LICENSOR may undertake to
register the LICENSED PROPERTIES in the LICENSED TERRITORY in respect of the
LICENSED PRODUCTS, but LICENSOR shall have no obligation to file any such
applications nor to continue to prosecute such applications to completion. If
the LICENSED PROPERTIES are eventually registered in the LICENSED TERRITORY,
LICENSOR will, if possible, renew such registrations during the term of the
AGREEMENT.
29
10.QUALITY CONTROL
10.1 LICENSEE agrees that the LICENSED PRODUCTS sold or distributed by it in
association with the LICENSED PROPERTIES shall be of a high standard and of such
style, appearance, and quality as to be adequate and suited to their
exploitation do the best advantage and to the protection and enhancement of the
LICENSED PROPERTIES and the goodwill pertaining thereto. LICENSEE also agrees
that the LICENSED PRODUCTS shall meet or exceed any and all government
standards, regulations, guidelines, rules, laws, and the like regarding such
LICENSED PRODUCTS.
10.2 To assure that the nature and quality of LICENSED PRODUCTS are
satisfactory, LICENSEE shall, before selling or distributing any of the LICENSED
PRODUCTS, furnish to LICENSOR, a sample of the LICENSED PRODUCT together with
the catalogs, brochures, and advertising. The quality and style of such LICENSED
PRODUCTS shall be subject to LICENSOR's prior written approval. LICENSOR shall
state its approval or disapproval of the sample within twenty (20) business days
of receipt of the sample, and shall not unreasonably withhold approval. After
the sample of the LICENSED PRODUCT, brochures, catalogs, and advertising have
been approved pursuant to this AGREEMENT, LICENSEE shall not depart therefrom in
any material respect without LICENSOR's prior written approval.
10.3 If at any time the LICENSED PRODUCTS do not meet the QUALITY LEVEL of the
samples approved by the LICENSOR, LICENSOR shall have the right to require
LICENSEE to discontinue the use of the LICENSED PROPERTIES in connection with
the sale of the LICENSED PRODUCTS, unless modifications satisfactory to LICENSOR
are made within sixty (60) days from notice of disapproval.
11.NON-ASSIGNABILITY
11.1 This AGREEMENT is personal to LICENSEE and may not be assigned or
sublicensed without the prior written consent of LICENSOR.
00.XXXXXXXXX
12.1 LICENSEE agrees that during the term of this AGREEMENT it will diligently
develop, and when developed, manufacture, distribute, and/or sell in accordance
with sound business practice, the LICENSED PRODUCTS in the LICENSED TERRITORY.
13.RECORDS
13.1 LICENSEE shall keep accurate books of account and records covering all
transactions relating to the license granted under this AGREEMENT, and LICENSOR
or its nominee shall have the right, after providing reasonable notice, at all
reasonable business hours, to examine and audit said books of account and
records and all other documents and material in the possession or under the
control of LICENSEE with respect to the license granted under this AGREEMENT,
and shall have free and full access thereto for said purposes and for the
purpose of making extracts therefrom (such extracts only to be used for purposes
of such audit).
LICENSEE, at the option of LICENSOR, agrees to produce certified copies of the
books of account and records at the offices of M. Xxxx Xxxxxxxx & Associates,
LOB Angeles, California upon the receipt by LICENSEE of ten (10) days written
notice from LICENSOR.
13.2 LICENSEE must segregate the records identified in Paragraph 13.1 in such a
manner as to facilitate a complete audit and agrees that such audit may be used
as a basis for settlement of charges in accordance with this AGREEMENT.
30
13.3 Upon reasonable request, but no more than once per year, LICENSEE shall at
its own expense furnish a detailed statement prepared by a certified public
accountant or personally attested to and verified as accurate by an officer of
LICENSEE showing the number, description, gross sales price, itemized deductions
from gross sales price and net sales price of the LICENSED PRODUCTS
manufactured, sold or distributed by or for LICENSEE during the preceding
calendar year.
13.4 All books of account and records kept under Paragraph 13.1 shall be
retained by LICENSEE for at least two (2) years after the termination of this
AGREEMENT.
13.5 The parties agree that they will not use, disclose, reproduce, or otherwise
make available any confidential and/or proprietary business information or trade
secrets of the other party or any other information disclosed by the disclosing
party that may be reasonably deemed proprietary and/or confidential, including,
but not limited to any and all unpublished sales, marketing, and/or advertising
figures, marketing plans, programs, and the monetary terms of this Agreement
("Confidential Information"). Each party shall take such commercially reasonable
steps as it takes to protect its own Confidential Information to ensure that the
other party's Confidential Information is not disclosed to any third-party. This
confidentiality provision shall survive the termination or expiration of this
Agreement for a period of five (5) years thereafter.
14.TERMINATION
14.1 If LICENSEE is in material breach of any of the provisions of this
AGREEMENT, LICENSOR shall have the right to terminate this AGREEMENT upon sixty
(60) days written notice, provided that LICENSEE fails to cure such violation
during said sixty (60) day period.
14.2 If LICENSEE files a petition in bankruptcy or is adjudicated bankrupt or if
a petition in bankruptcy is filed against LICENSEE or if it becomes insolvent,
or makes an assignment for the benefit of its creditor or an arrangement
pursuant to any bankruptcy law or if LICENSEE discontinues all or a significant
portion of its business or if a receiver is appointed for it or its business,
this AGREEMENT shall automatically terminate without any notice or lapse of time
being necessary. In the event the AGREEMENT is so terminated, LICENSEE, its
receivers, representatives, trustees, agents, administrators, successors, or
assigns shall have no right to self-exploit, distribute or in any way deal with
the LICENSED PRODUCTS or any carton, container, packing, wrapping material,
advertising, promotional, or display material pertaining thereto.
14.3 LICENSOR shall have the right to immediately terminate this AGREEMENT by
giving written notice to LICENSEE: (a) If LICENSOR has required LICENSEE to
discontinue use of the LICENSED PROPERTIES under Paragraph 10.3; (b) If LICENSEE
shall fail to make payments, including any applicable late fees, due LICENSOR
under Section 4 hereof within thirty (30) days after LICENSOR's giving a written
demand for such payment by LICENSEE; or (c) If LICENSEE takes any actions in
connection with the manufacture, offering for sale, sale, advertising,
promotion, shipment, and/or distribution of the LICENSED PRODUCTS which, in the
sole opinion of LICENSOR, damages or reflects adversely upon LICENSOR,
LICENSOR's products, or the LICENSED PROPERTIES. LICENSEE shall have 30 days
under this paragraph (c) in which to cure the breach.
14.4 Termination of the AGREEMENT under the provisions of Paragraph 14 shall be
without prejudice to any rights which LICENSOR may otherwise have against
LICENSEE. Upon termination of this AGREEMENT, all royalties shall become
immediately due and payable.
14.5 Upon termination or expiration, other than termination under Paragraph 14.3
herein, LICENSEE shall promptly provide LICENSOR with an inventory of LICENSED
31
PRODUCTS on hand and then have six (6) months within which to sell or otherwise
dispose of that inventory of LICENSED PRODUCTS and thereafter LICENSEE shall
promptly discontinue the sale of such LICENSED PRODUCTS. At the end of the six
(6) month period of time or upon termination of this AGREEMENT under Paragraph
14.2 or Paragraph 14.3, LICENSEE shall promptly destroy, in a manner approved by
LICENSOR all LICENSED PRODUCTS as well as any carton, container, packing or
wrapping material, advertising, promotional or display material pertaining
thereto unless the LICENSED PROPERTIES can be and are removed therefrom.
15.GOVERNING LAW AND VENUE
15.1 This AGREEMENT shall be governed by and construed in accordance with the
laws of the State of California, and any litigation shall be commenced by either
party, if at all, only in an appropriate California forum, with Los Angeles
County as the proper venue and jurisdiction.
16.EXCLUSIVE REMEDY
16.1 LICENSEE's exclusive remedy for any cause of action arising as a result of
this AGREEMENT shall be the payment by LICENSOR to LICENSEE of an amount of
money not exceeding the total of the royalties actually paid by LICENSEE to
LICENSOR pursuant to this AGREEMENT.
17.CONTROLLING AGREEMENT
17.1 This AGREEMENT is the sole AGREEMENT between the parties with respect to
the matters referred to herein, and cancels and supersedes all prior written or
oral agreements between the parties.
18.AMENDMENTS
18.1 LICENSED PROPERTIES, LICENSEE's GOODS, LICENSED PRODUCTS, and LICENSED
TERRITORIES may be amended to include or delete trademarks, goods, products or
countries only by mutual written agreement of the parties.
19.ALTERNATIVE DISPUTE RESOLUTION (ADR)
19.1 If any dispute arises hereunder, the parties shall first attempt to resolve
the disputed matter within thirty (30) days of the dispute first arising by
meeting and conferring by telephone, or in person, to attempt to reach mutual
agreement. If the parties are unable to do so, the venue of any subsequent
litigation shall be in accordance with paragraph 15, above.
20.NOTICES
20.1 Any notices or other communications required or permitted under this
AGREEMENT shall be made in writing and mailed to:
If to LICENSOR: SHELBY AMERICAN LICENSING, INC.
c/o Law Offices of M. Xxxx Xxxxxxxx & Associates
0000 Xxxxxx xx xxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Fax: (000) 000-0000
32
If to LICENSEE: Titan Motorcycle Company of America Inc
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Fax: 000-000-0000
20.2 Royalty reports required by Paragraph 4 of this AGREEMENT, and the royalty
payments called for under this Agreement, shall be mailed to:
SHELBY AMERICAN LICENSING, INC.
c/o Law Offices of M. Xxxx Xxxxxxxx & Associates
0000 Xxxxxx xx xxx Xxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
21.RELATIONSHIP BETWEEN THE PARTIES
21.1 It is agreed and understood that LICENSEE is not an agent or employee of
LICENSOR. LICENSOR has no proprietary interest in LICENSEE and has no interest
in the business of LICENSEE, except to the extent set forth in this AGREEMENT.
LICENSOR
SHELBY AMERICAN LICENSING, INC.
By:__________________________________
Xxxxxxx X. Xxxxxx
Title: President
Date:____11-6-98______________________
LICENSEE:
TITAN MOTORCYCLE COMPANY OF AMERICA, INC.
By:___________________________________
Xxxxx Xxxxx
Title: Chief Executive Officer
Date:____5 Nov. '98___________________
33
