EXHIBIT 10.10
AFRO XXX
LICENSE AGREEMENT
Agreement dated January 14, 2003, by SAN-X Co., Ltd. (Licensor), Xx. 0-0,
Xxxxx-Xxxxx, Xxxxxxx-Xx, Xxxxx 000-0000, Xxxxx and Peak Entertainment Limited
(Licensee), Xxxxxxx Xxxx, Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxx, XX00 xXX, Xxxxxx
Xxxxxxx
Contact: Xxxxx Xxxxxxxxx
Tel: (44 1629) 814555
Fax: (44 1629) 813539
AFRO XXX is the property of SAN-X Co., Ltd., and it grants and Licensee accepts
the right to use copyrighted property AFRO XXX, for marketing, distribution and
sale of Licensee's articles: Plush Dolls (over three and half inches in height
to include mechanical & electronic feature Plush Dolls) in The British Isles
including the Republic of Ireland (Territory) and its possessions during the
term January 1, 2003 to December 31, 2004, subject to the terms and conditions
stated herein.
Licensor grants Licensee the non-exclusive right to use specific art, graphics
and expressions published in the creative work AFRO XXX which is created and
owned by SAN-X Co., Ltd. Licensor agrees to provide Licensee with several
designs for application on:
for purposes of promotion and sale to retailers throughout the territories.
Licensee agrees to pay Licensor, through its sub-agent Allsorts Media Limited,
Tavistock House, 00-00 Xxxxxxx Xxxx, Xxxxxxx XX00 0XX, Xxxxxx Xxxxxxx, 10%
royalties (Based on Gross Sales; allow less normal trade discounts) reported
quarterly within 30 days. Licensee will pay Licensor the following advance
payments to apply towards the minimum guarantees total royalties of Sterling
Pound 10,000 -
First advance GBP 5,000 due upon signing of Agreement Second advance
GBP 5,000 due on December 31, 2004
The Licensor hereby grants the Licensee an option to renew the Agreement for one
year with additional advance payable of Sterling Pound 10,000 -
All ownership, copyright, trademarks, and other rights in the properties and all
art-work, copy and literary text shall be in Licensor's name and will bear such
copyright and/or trademark notice as Licensor designates.
Any proposed use of the property for product, advertising and promotion shall be
subject to prior written approval of Licensor. Licensee agrees to place and ship
approved product in the market within ninety (90) days after beginning of term,
or license is subject to termination.
Licensor represents and warrants to Licensee that it has the right to license
the property in accordance with the terms and conditions of this agreement.
Licensor prohibits any sub-licensing of licensed artwork, copy and sentiments
provided to Licensee.
Licensor has ultimate approval rights for product quality, copyright placement
and registration marks. Licensee shall submit for approval, from planning to
prototype, to finished production, all products bearing licensed works for which
approval may be withheld at Licensor's sole discretion. Licensee will provide
Licensor, through its sub-agent Allsorts Media Limited, with 10 production units
of each design upon final approval. Quality controls by Licensor include
inspection of Licensee premises from time-to-time, to determine Licensee's
compliance with above.
Licensee agrees to obtain and maintain during license term (at its own expense),
product liability insurance in the amount of Sterling Pound 45,000- per
occurrence, applicable to any claims, liabilities, damages, costs or expenses
arising out of any defects of licensed products. A copy of the insurance
certificate will be provided to Licensor within 30 days of the signature of this
agreement. Licensee shall be subject to audit of records upon completion of
first year's stated term and from time to time thereafter. Licensee agrees that
it shall not, during the license term or at any time thereafter, dispute or
contest, directly or indirectly, the validity of any of Licensor's copyrights,
trademarks, or registrations thereof. In any event of default or breach of
agreement, including failure to make a report or payment and after notice (in 14
days) by Licensor, Licensor may terminate this agreement with immediate effect,
by written notice to Licensee.
Without Licensor's advance approval, Licensee shall not sell the Licensed
Products to Japan or outside the Licensed Territory. If the Licensee does so,
the Licensor may terminate this agreement immediately and the Licensee shall be
subject to penalty or compensation.
In all cases of bankruptcy, this agreement is to be considered assumed within 60
days or terminated, without further liability to Licensor.
All royalties become due immediately upon termination. Licensee will cease to
manufacture, sell, represent or distribute Licensor's products.
Provided signatures of the parties are affixed below. This agreement is to be
executed as it reflects the mutual understanding of Licensor and Licensee and is
hereby deemed a Japan contract and construed according to the Japan law.
Enforcement action of any kind requires prevailing party to recover its
reasonable attorney's fees and costs.
/s/ P. Shorrocks /s/
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Signature of Licensee Signature of Licensor
Date: 27.1.03 Date: 26/Feb. `03
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Peak Entertainment Limited SAN-X Co., Ltd.
/s/ /s/
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Signature of Sub-Agent Signature of Agent
Date: 7/2/03 Date: Feb. 27, 2003
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Allsorts Media Ltd. Green Camel Co., Ltd.
/s/ /s
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Signature of Agent Signature of Agent
Date: 13 FEB 2003 Date: Feb. 25, 2003
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RM Enterprises (BVI) Ltd. Xxxxxx Co., Ltd.
