LICENSE AGREEMENT
AGREEMENT effective on January 1, 2000 by and between WURZBURG HOLDING
SA, a company organized and existing under the laws of Luxembourg, having its
headquarters at 000 Xxxxxxxxx xx xx Xxxxxxx, X-0000 Xxxxxxxxxx (hereinafter
the "Licensor").
and
I.C. XXXXXX & COMPANY L.P., a Delaware limited partnership having its
offices at 000 - 0xx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000 (hereinafter the
"Licensee").
WHEREAS, GI PROMOTION and I.C. XXXXXX & COMPANY L.P. are entering today
into a letter agreement for the provision by Xxxxxx and its affiliates of
certain manufacturing and product sourcing services to licensees
("licensees") of the "MARITHE + FRANCOIS GIRBAUD" trademarks (the "Sourcing
Agreement").
1. GRANT
Licensor hereby grants to Licensee, for the term of this Agreement a
license in connection with the efforts of Licensor, directly or through its
affiliates and agents to produce or arrange for the production of products to
be shipped to licensees within the Territory as hereinafter defined:
(a) To use and display the use of the words "MARITHE + FRANCOIS
GIRBAUD" and related trademarks owned by Licensor (the "Trademark");
(b) To use Licensor's know-how and trade secrets in connection with the
services to be provided by Licensee directly or through its affiliates and
agents with respect to the Products.
(c) Under the assumed name ""GIRBAUD Global Sourcing" to operate its
business or that of an affiliate (including I.C. Xxxxxx Far East Ltd.) as it
relates to the Sourcing Agreement.
2. TERRITORY
The License herein granted shall be limited to the countries where
authorized MARITHE + FRANCOIS GIRBAUD licensees are located (the
"Territory"). In the event the Sourcing Agreement is extended by the parties
in accordance with its terms, this Agreement shall be similarly extended.
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3. USE OF THE TRADEMARK
Licensee shall use the Trademark as specified in this Agreement, only
with respect to the services to be provided by Licensee or its affiliates and
agents with respect to products to be sold exclusively to authorized MARITHE
+ FRANCOIS GIRBAUD licensees and in countries where such licensees are
located.
4. TERM
This Agreement shall commence and become effective on January 1, 2000
and shall expire three (3) years thereafter unless sooner terminated as
hereinafter provided.
5. ROYALTIES
5.1 As compensation for the rights granted in this Agreement, during
the term hereof, Licensee shall pay to Licensor Royalties in an amount of one
percent (1%) of the FOB price invoiced by Licensee or third party
manufacturers and agents to the purchasers of the MARITHE + FRANCOIS GIRBAUD
products pursuant to the Sourcing Agreement.
5.2 Licensee shall pay to Licensor the Royalties within 30 days of the
end of each calendar quarter. Calculation of payments shall be in accordance
with the provisions of the Sourcing Agreement.
6. THE TRADEMARK
6.1 Licensee acknowledges that Licensor is the sole and rightful holder
of all rights, title and interest in the Trademark and shall not claim any
title to or right to use the Trademark or any variation thereof except as
expressly set forth in and pursuant to this Agreement. The use of the
Trademark as specified in this Agreement shall be for the benefit of
Licensor, and shall not vest in Licensee any title to or right or presumptive
right to expand or continue such use. Licensor reserves all rights to the
Trademark except as specifically granted herein to Licensee and may exercise
such rights at any time. Licensee shall not question, attack, contest or
otherwise impugn the validity of the Trademark, its registration(s),
Licensor's proprietary rights therein nor Licensor's rights in the designs to
be provided pursuant to the terms hereof including, but not limited to, any
action brought seeking to enforce the terms of this Agreement.
6.2 Licensee shall cooperate fully and in good faith with Licensor for
the purpose of securing, preserving and protecting Licensor's rights in and
to the Trademark. Licensor shall execute deliver and/or file any and all
documents and do all other acts and things which Licensee reasonably requests
to make fully effective or to implement the provisions of this Agreement
relating to the ownership of registration of the Trademark.
7. QUALITY CONTROL INSPECTION
In order to preserve and enhance the quality and goodwill attaching to
the Trademark, Licensor or its designated representative may, upon reasonable
notice and
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during normal business hours, inspect a reasonable quantity of samples of
items bearing the Trademark manufactured and/or distributed by Licensee or
its affiliates and agents pursuant to the Sourcing Agreement. Licensor
reserves the right to inspect the production facilities of Licensee at
reasonable times upon reasonable notice.
8. PROTECTION OF THE TRADEMARK
Licensee shall promptly notify Licensor, in writing, of any
infringement, threatened infringement, or otherwise unauthorized use or
threatened use of the Trademark, or confusingly similar trademark or
tradenames, whether in connection with the Products or otherwise, of which it
may have knowledge or suspicion. In the event of an infringement, threatened
infringement, or otherwise unauthorized use of the Trademark, or confusingly
similar trademark or tradenames, Licensee shall take such immediate action as
may reasonably be necessary to protect the Trademark and the rights of the
Licensor therein, until Licensor is in a position to take whatever action is
required and Licensor shall respond promptly to any notification by Licensee
or a matter within this section and shall promptly determine how it wishes to
proceed in the matter. Licensor shall, in its discretion and in reasonable
on-going consultation with Licensee, decide what action shall be taken,
including any application for injunctive relief, and shall designate counsel
reasonably acceptable to Licensee for such purpose. Licensee shall pay one
half of the cost and expense incurred in the legal defense or settlement of
such action and, in the event of an award or other payment of monetary
damages, the proceeds thereof shall be shared pro-rata to the expenses and
costs paid by the parties. For purposes of clarification, this agreement of
Licensee to pay certain costs and expenses relates only to actions necessary
as a result of the activities contemplated under the Sourcing Agreement and
not to Licensor's general policing and enforcement of its trademark rights.
Licensee shall abide by regulations, laws and practices in force or use in
the Territory in order to safeguard Licensor's rights to the Trademark.
9. TERMINATION
9.1 This Agreement shall be automatically terminated without any action
necessary, if for any reason, the Sourcing Agreement is terminated.
9.2 This Agreement may be terminated with immediate effect, by either party
by written notice sent to the other party, Certified Mail, Return Receipt
Requested, this without any legal or other formalities in case of any default
by the other party of any of the obligations under this Agreement that has
remained without effect for thirty (30) days, at the latest, after
notification to the defaulting party, via Certified Mail, Return Receipt
Requested.
9.3 Upon any termination hereof, Licensee and its affiliates and agents will
be able to complete the fulfillment and processing of accepted orders by
licensees for products bearing Trademarks and to complete product production
efforts thereunder.
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10. GOVERNING LAW AND JURISDICTION
This Agreement shall be construed, and interpreted in accordance with
and as governed by the laws of Luxembourg without regard to the conflict of
laws provisions thereof. All matters in controversy shall be adjudicated
before the appropriate courts of Luxembourg.
11. RELATIONSHIP
Nothing herein shall create or be deemed to create any agency,
partnership, joint venture or other similar relationship between the parties
hereto. Licensee shall not represent itself as the legal representative,
agent or partner of Licensor and, shall have no right to create or assume any
obligations express or implied, on behalf of Licensor. Nothing herein is
intended to affect, expand, limit, or amend any rights and obligations
existing under the License Agreements between License and Latitude Licensing,
Inc.
12. REVERSION OF RIGHTS AND TERRITORIES
Upon the expiration or earlier termination of this Agreement, all rights
with respect to the Trademark, and Territory shall immediately revert to
Licensor subject to Section 9.3 above.
13. INDEMNIFICATION
Licensee does hereby indemnify and hold harmless Licensor from and
against any and all losses, liability, damages and expenses (including
reasonable attorneys' fees and expenses) which it may incur or be obligated
to pay as a result of or in defending any action, claim or proceeding by an
unaffiliated third-party against Licensor, for or by reason of any acts or
omissions committed or suffered by Licensee or its employees (but not by
third party manufacturers or agents) in connection with Licensee's
performance of this Agreement.
WURZBURG HOLDING SA I.C. XXXXXX & COMPANY L.P.
By: /s/ Xxxx Xxxxx By: I.C. Xxxxxx & Company, Inc.
------------------------
Name: Xxxx Xxxxx
Title: Director
By: /s/ Xxxxxx X. Xxxxx
-------------------------
Name: Xxxxxx X. Xxxxx
Title: General Partner
By: /s/ Xxxx Xxxxxx
-----------------------
Name: Xxxx Xxxxxx
Title: Director
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