LICENSE AGREEMENT
Exhibit 10.67
THIS LICENSE AGREEMENT
(“Agreement”) is made and
entered into as of this 30 day of December, 2017 (the
“Effective Date”), by and between Level Brands, Inc., a North Carolina corporation
(“Licensor”), and Isodiol International, Inc., a
Canadian corporation (“Licensee”). Licensor and
Licensee sometimes collectively referred to herein as
“Parties” or, individually, as
“Party.”
RECITAL
Licensor and/or its licensors own the xxxxx xxxxxxx Health &
WellnessTM
trademark (“Licensed
Marks”). Licensor has the right to grant Licensee a
sublicense to use the Licensed Marks. Licensor desires to grant the
Licensee the right and license to use the Licensed Marks in the
marketing, developing, manufacturing, selling and distributing of
Cannabidiol (CBD) related products. It is understood that the license granted to
Licensee will be non-exclusive, except with respect to Cannabidiol
(CBD) related products. Licensor and/or its licensors own all xxxxx
xxxxxxx Health & WellnessTM
related intellectual property.
Licensee owns its intellectual property. Neither party will
interfere or dispute the ownership of each other’s respective
intellectual property. Licensee is an importer, manufacturer,
distributor and/or seller of products and desires to use the
Licensed Marks in certain channels of
distribution.
AGREEMENT
In
consideration of the mutual promises herein contained, it is hereby
agreed:
1. GRANT OF LICENSE
1.1 License
Grant. Upon the terms and
conditions set forth herein, Licensor hereby grants to Licensee the
non-exclusive, non-transferable right, license, and privilege, of
using the Licensed Marks solely for the sale, marketing and
distribution of those Cannabidiol (CBD) related products of
Licensee which are approved in writing by Licensor (“Licensed
Products”), through the channels of distribution in the
Territory (as defined below) during the Term (as defined below),
and the non-exclusive, non-transferable right, license, and
privilege of using the Licensed
Marks solely upon and in
connection with the manufacture of Licensed Products in the
Territory. All proposed
channels of distribution and distribution outlets must be submitted
in advance to Licensor and shall be subject to Licensor’s
prior written approval. For clarity and the avoidance of doubt,
Licensee agrees that the Licensed Products will be Cannabidiol
(CBD) related products only (e.g. CBD oils); the license grant in
this Section 1.1 does not permit any use of the Licensed Marks in
connection with Tetrahydrocannabinol (THC) related
products.
1.2 Term.
The term of this Agreement shall
commence on the Effective Date as set forth above and end on the
fifth anniversary of the date hereof, plus any extensions or
renewals (the “Term”); provided, that after such five
(5) year anniversary or any extension or renewal, the Term shall be
automatically extended for additional two (2) year periods unless
terminated by either Party by providing notice to the other Party
not less than ninety (90) days prior to the expiration of any such
term, extension or renewal.
1.3 Go/No-Go
Conference. Prior to January
31, 2018, the Parties shall confer and mutually decide in good
faith whether to move forward
with the transactions contemplated in this Agreement. If the
Parties decide to not move forward with the transactions
contemplated in this Agreement, then either Party may terminate
this Agreement upon written notice thereof to the other
Party.
1.4 Territory.
The territory shall be all jurisdictions in the United States of
America and Canada in which Licensee is in compliance with all
applicable jurisdictional laws
(“Territory”).
1.5 No
Sub-License. Licensee shall not
assign or sub-license the use of the Licensed Marks to any third
party without prior written approval by Licensor, and such right is
expressly withheld from this Agreement. In the event Licensor
approves a sub-license to a third party, the Parties shall mutually
agree upon the terms and conditions of said sub-license, including
without limitation the royalty rate, in a separate writing signed
by the Parties.
1.6 Competing
Brands. Licensee will not be
permitted to enter into any other branded relationship with respect
to the Licensed Products without the express prior written approval
of Licensor, except to the extent that (i) there are any
preexisting branded relationships or (ii) there are any branded
relationships or endorsements by licensed medical
professionals.
1.7 Licensee
Obligations. During the Term,
the Licensee agrees to (a) comply with the Code of Conduct attached
hereto as Exhibit A
and incorporated herein by reference,
and (b) fully adopt, as well as meaningfully contribute to, the
following Millennium Development Goal(s) (all of which are attached
hereto as Exhibit C
and incorporated herein by reference):
__________________ (“Licensee Millennium Development
Goal(s)”); provided, however, that (i) the Licensee
Millennium Development Goals shall be a right that is personal and
exclusive to Licensor, (ii) no resultant beneficiary of the
Licensee Millennium Development Goals shall be an intended
third-party beneficiary, and (iii) Licensee shall have no liability
for any reason whatsoever to any Licensee Millennium Development
Goal beneficiary arising out of this Agreement. Licensee agrees to
become a member and utilize Xxxxxxxxxx.xxx, Dependable Solutions a
product approval and royalty reports service, ireland pay, a credit
card process service or any similar web platform as may be utilized
by Licensor from time to time as a means of conducting Brand
business and coordinating with Licensor and other licensees (each a
“Preferred Provider”); provided, however, that (i) such
services and Preferred Providers must be capable and legally
authorized to conduct such activities and (ii) Licensee shall not
be obligated to discontinue the use of any preexisting vendors as
of the Effective Date in favor of any Preferred Provider. In the
event that there is no such eligible or legally authorized
Preferred Provider at the time a service is required, Licensee
shall be free to select its own vendor throughout the remainder of
the Term. In the event that a Preferred Provider has an
interruption of service to Licensee (i) lasting longer than
twenty-four (24) hours or (ii) occurring more than once during any
calendar month during the Term, Licensee shall be free to select
its own vendor throughout the remainder of the Term . Licensee
agrees to become a member of Send Out Cards within 30 days of the
execution of this agreement. Licensee will use Send Out Cards as a
powerful marketing tool to help communicate our partnership and
promote sales.
1.8 Licensor
Promotional Obligations. During
the Term, Licensor agrees to use commercially reasonable efforts to
perform the promotional obligations set forth in
Exhibit
D, the terms of which are
incorporated herein by reference.
2. LICENSING, ROYALTY AND OTHER FEES
2.1 Licensing
Fee. Licensee shall pay
Licensor a licensing fee equal to One Hundred and Twenty-Five
Thousand US Dollars (US $125,000), payable as follows: (a) upon
execution hereof, Sixty-Two Thousand Five Hundred US Dollars (US
$62,500), and (b) on June 30, 2018, Sixty Two Thousand Five Hundred
US Dollars (US $62,500). In the event this Agreement is terminated,
the terms of this Section 2.1 shall survive the termination of this
Agreement.
2.2 Share
Issuances. Licensee shall issue
to Licensor shares of Licensee’s common stock (the
“Shares”) as follows: (a) upon execution hereof, the
number of Shares equal to Two Million US Dollars (US $2,000,000) as
of the Effective Date, and (b) on the last day of each calendar
quarter commencing March 31, 2018 during the Term (to be prorated
for any partial calendar quarter upon termination), the number of
Shares equal to Seven Hundred Fifty Thousand US Dollars (US
$750,000) as of the last day of the relevant calendar quarter
(Shares issued to Licensor, collectively, the “Subject
Shares”). The price of Shares for purposes of calculating
Shares issuance pursuant to this Section 2.2 will be calculated on
the Canadian Stock Market and will be based on the closing price of
the Shares on the last business day in each calendar quarter. In
addition, Licensor agrees not to sell the Subject Shares in an
amount which exceeds the Subject Share Lockup Amount (as defined
below). In the event this
Agreement is terminated with Subject Shares included in the Subject
Share Lockup Amount, the terms of Section 2.2 shall survive the
termination of this Agreement.
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2.2.1
Definitions.
(a) The term “Subject Share Lockup Amount” shall be the
aggregate number of Subject Shares, at any given time, which have
not been Released (as defined below). (b) The term
“Released” shall mean, with respect to any individual
Subject Share issuance under Section 2.2 on any given issuance date
(each, a “Subject Share Issuance”), an amount equal to
twenty percent (20%) of the number of Shares issued in any Subject
Share Issuance, commencing on the six (6) month anniversary of date
of issuance thereof, and an additional twenty percent (20%) on each
six (6) month anniversary thereafter until all the Shares with
respect to any Subject Share Issuance shall have been
released; provided, that it is understood and agreed that all the
Shares with respect to any Subject Share Issuance shall be fully
Released on the three year anniversary of the date of each such
Subject Share Issuance.
2.2.2
Transfer Agent
Protocol. Issuance of all
Subject Shares shall be subject to Licensee’s transfer agent
protocols and bear all restrictive legends applicable to private
placements of securities in the country of issuance of the Subject
Shares.
2.3 Royalty.
Commencing on the Effective Date, Licensee shall pay the Licensor
royalties in U.S. Dollars (based on the Canadian Dollar to United
States Dollar conversion rate published in the Wall Street
Journal), in an amount equal to three percent (3%) of one hundred
percent (100%) the Gross Licensed Marks Sales (as defined below)
(the “Royalty”). The term “Gross Licensed Marks
Sales” shall mean the gross amount billed for all Licensed
Products sold under the Licensed Marks (exclusive of any refunds,
return allowances, sales, use or value added tax (VAT)) or under
any other trademark or brand owned or licensed by Licensor. No
other costs incurred in the manufacturing, selling, advertising,
and/or distribution shall be deducted from Gross Licensed Marks
Sales, and both shall be determined in accordance with generally
accepted accounting principles established and maintained by the
U.S. Financial Accounting Standards Board.
2.4 Royalty
Payments. Within fifteen (15)
days after the end of each month, Licensee shall furnish to
Licensor a complete sales and royalty report certified to be
accurate by the Chief Financial Officer of Licensee or by some
other authorized designee of Licensee showing the number,
description, and gross sales price of the Licensed Products
distributed and/or sold by Licensee during the preceding month, as
well as the number of Licensed Products in inventory at the
beginning and end of the month along with payment of the royalties
due which shall be sent by wire transfer to the following
account:
Domestic Wire /
Routing #: XXXX
Account
Name: Level Brands, Inc.
Account
#: XXXX
Bank
Name: Xxxxx Fargo Bank
2.5 Royalty Report; Late
Fees. For this purpose,
Licensee shall use a sales and royalty report form acceptable to
Licensee. Such report shall be furnished to Licensor whether or not
any of the Licensed Products have been sold during the preceding
month, and shall specifically include what contributions have been
made during such period to the Licensee Millennium Development
Goal(s), the form of such contribution and, with respect to
financial contributions, the basis upon which it was determined.
Licensee shall tender the report of the sales and royalty report in
Excel spreadsheet format to Licensor, separated by each Licensed
Product and sent to Level Brands, Inc., 0000 Xxxxxx Xx., Xxx. 000,
Xxxxxxxxx, XX 00000, with a copy to: xxxx@xxxxxxxxxxx.xxx. Any
amounts not paid to Licensor when due under this Agreement shall
bear a late payment charge on the unpaid balance at the rate of
1.5% per month, compounded, or the maximum amount permitted by law,
whichever is less.
2.6 Subcontracting and
Delegation. Licensor may
subcontract, delegate or assign any of its rights or subcontract or
delegate any of its duties or obligations hereunder to any entity
with which it is affiliated, related or shares common ownership (a
“Delegated Entity”), and Licensee agrees to allocate or
pay any compensation owed or accrued to Licensor under Section 2 to
any Delegated Entity as directed by Licensor. No such subcontract,
delegation or assignment to any Delegated Entity shall relieve
Licensor of responsibility for the due and full performance hereof.
Licensor shall be liable to Licensee for all acts and omissions of
any Delegated Entity in performing any duties
hereunder.
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3. ACCOUNTING
Licensee
agrees to keep accurate books of account and records covering all
transactions relating to the license hereby granted, and Licensor
and its duly authorized representatives shall have the right after
giving reasonable notice at all reasonable hours of the day to an
examination of said books of account and records relating to
Licensee’s performance under the Agreement, and shall have
free and full access thereto for said purposes and for the purpose
of making extracts therefrom. Upon request of Licensor, Licensee
shall furnish to Licensor a detailed statement by certified by the
company showing the number, description, and Gross Licensed Marks
Sales of the Licensed Products covered by this Agreement
distributed and/or sold by Licensee to the date of Licensor’s
demand. Each calendar year in which this Agreement is in effect,
and after expiration or termination of this Agreement, Licensor
shall be entitled to an independent audit of and be given access to
Licensee’s account books, records, invoices and other
pertinent data by Licensor or its designated representative during
normal business hours. The cost of the audit shall be borne by
Licensor unless the audit reveals that Licensee understated sales
and or royalties of Licensed Products by more than two percent
(2%), in which case Licensee shall be required to pay all
Licensor’s costs of the audit. Notwithstanding the foregoing,
Licensor and all of its affiliates, agents, and representatives
shall maintain the information discoverable pursuant to this
Section 3 in the strictest confidence, on a need-to-know basis, and
with the understanding that such information may be deemed
‘insider’ information under applicable securities
laws.
4. QUALITY ASSURANCE
4.1 Quality of Licensed
Products. The quality of the
Licensed Products shall be consistent with or exceed the average of
similar products manufactured, distributed, and/or sold by
Licensee, shall serve to enhance brand recognition of the Licensed
Products to the mutual benefit of the Parties, and shall be
suitable for the use for which they are intended. Licensee agrees
to provide a reasonable number of samples of the Licensed Product
to Licensor at no cost upon request for quality assurance, and
provide Licensed Products to Licensor at cost for promotional
purposes (not for resale).
4.2 Licensor
Approval. All Licensed Products
developed, manufactured and sold hereunder, and all labels, hang
tags, packaging, catalogs, brochures, publications, printed matter,
advertising, signs, promotional displays, websites, webpages, video
and sound recordings, online social media pages and other forms of
publicity material for the Licensed Products, shall be in English
and subject to Licensor’s written approval in advance of use,
distribution, marketing or sale; provided, however, all such
materials may also be translated to such foreign languages as may
be necessary for reasonable marketing purposes and to conform with
applicable law.
5. DISPLAY; LABELING; PROMOTIONAL
MATERIAL
5.1 IP Notices.
Licensee agrees that it will cause to
appear on each Licensed Product manufactured, sold, and/or
distributed under this Agreement and on or within all advertising,
marketing, promotional, or display material bearing the Licensed
Marks, the appropriate trademark and copyright notices, markings or
designations requested by Licensor. In the event any Licensed
Product is distributed and/or sold in a carton, container, packing
or wrapping material bearing the Licensed Marks, such notices shall
also appear upon the said carton, container, packing or wrapping
material. Licensee agrees to remove any product for sale,
regardless of location, which so fails to include the proper
notices under this Section 5.1 and such failure shall be deemed a
material breach hereof.
5.2 Promotions.
No advertising, marketing, promotional, and display materials, or
other artwork depicting the Licensed Marks or Licensed Product
shall be used without prior written approval by Licensor, which
approval shall be given or rejected with detailed comments for such
rejection within forty-eight (48) hours of each written notice
therefor or be deemed approved. Licensee agrees that it will only
run full page advertisements in trade publications to ensure retail
recognition for the Brand. Licensee will use its best efforts to
convey to the market that it is a licensee of the Brand, including
but not limited to placing signage depicting the Brand prominently
at Licensee's corporate offices and showrooms, and on Licensee's
corporate stationery, point of sale, marketing and other materials.
The Parties further agree that all artwork and designs involving
the Licensed Marks shall be produced under appropriate “work
for hire” provisions, or are hereby assigned to and shall
become the property of the party commissioning the work, and any
such parties creating such materials will execute the necessary
valid agreements to convey the ownership and copyrights to these
items to the party commissioning the work.
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6. PHOTOGRAPHY
Except
as otherwise provided for in this Section 6, all photo shoots,
photography, designs and media (“Media”) will be
directed by Licensor’s Global Creative Director, Xxx
Xxxxxxxx; provided, however, that such direction shall be
commercially reasonable and made in consultation with Licensee. The
photographs resulting from any photo session(s) shall be contracted
for under “work for hire” provisions and all rights,
including without limitation copyright, to the photos, negatives,
and any other tangible materials bearing Ms. Ireland’s image
or relating to said photo session(s), shall be the property of the
party commissioning the work. Guild/Union Requirements (SAG-AFTRA)
– Xxxxx Xxxxxxx is a union member and Licensee will make
payments accordingly for any audio or visual recordings.
Notwithstanding any ownership of any intellectual property, it is
understood that the authorized use of any intellectual property
bearing the Licensed Marks is subject in all respect to the license
hereunder and shall terminate according to the terms and conditions
of this Agreement. Licensor shall own all rights, title, and
interests in and to any Media developed hereunder that includes or
references the name, likeness, image, or branding of Ms. Ireland or
any of her ambassadors (“KI Media”). Subject to the
terms and conditions set forth herein (including without limitation
Licensor’s approval rights set forth in Section 4.2),
Licensor hereby grants to Licensee the non-exclusive,
non-transferable right, license, and privilege, of using such KI
Media solely for the sale, marketing and distribution of Licensed
Products. If Licensor develops any Media for Licensee that is not
KI Media (i.e. such Media does not include or reference the name,
likeness, image, or branding of Ms. Ireland or any of her
ambassadors)(“Isodiol-specific Media”), then Licensee
shall own all rights, title, and interest in and to such
Isodiol-specific Media.
7. LICENSOR’S RIGHTS AND
PROTECTIONS
7.1 Proprietary to
Licensor. Licensee agrees that
during the term of this Agreement, or thereafter, it will not
register or attempt to register any of the Licensed Marks, nor will
Licensee form or incorporate any entity under a name that includes
the Licensed Marks. Licensee will not attack the title or any
rights of Licensor in and to the Licensed Marks. Licensee further
agrees to cooperate fully and in good faith with Licensor for the
purpose of securing and preserving Licensor’s rights in and
to the Licensed Marks. Licensee acknowledges that Licensor has sole
and exclusive ownership of all right, title, and interest in and to
the Licensed Marks and any registrations that have been issued or
may be issued thereon. Nothing contained in this Agreement shall
give Licensee any right, title or interest in or to the Licensed
Marks except for the rights expressly licensed by this Agreement,
and subject to its terms and conditions. Adaptations and
modifications of Licensed Marks prepared under this Agreement shall
be included as part of the Licensed Marks, including, without
limitation, Licensor’s ownership thereof. Any goodwill
derived from the use by Licensee of any Licensed Marks shall inure
to the sole benefit of Licensor and/or its licensors. If Licensee
acquires any rights in any Licensed Marks, in whole or in part, by
operation of law, or otherwise, such rights will be deemed and are
hereby irrevocably assigned to Licensor without further action by
any of the Parties.
7.2 Pre-Existing
Intellectual Property.
Each Party shall continue to own all
rights, title and interest (including, without limitation, all
copyrights, trade secrets, patents, trademarks, and any other
intellectual property or proprietary rights) relating to its
business that existed prior to the Effective Date
(“Pre-Existing IP”). No right, title, or interest in or
to any of Pre-Existing IP of a Party is transferred or assigned to
the other Party. Except for the limited license granted in Section
1, neither Party grants to the other Party any licenses, by
implication or otherwise, to any of its Pre-Existing
IP.
7.3 Not an Exclusive
License. Nothing in this
Agreement shall be construed to prevent Licensor from granting any
other license for the use of the Licensed Marks or from utilizing
the Licensed Marks in any manner whatsoever; provided, however,
that Licensor shall not license or independently utilize the
Licensed Marks in connection with any Cannabidiol (CBD) related
products during the Term of this Agreement. Licensee agrees that
rights not specifically granted to Licensee are reserved by
Licensor and may be freely exploited by Licensor without
limitation.
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7.4 Registrations.
All registrations for intellectual property, Internet domain names
and social media user/screen names in the Licensed Marks are to be
applied for and obtained exclusively in Licensor’s name.
Licensee shall not file or register any intellectual property
applications or seek any Internet domain name and/or social media
user/screen name registration in the Licensed Marks, Licensed
Products or any derivations, improvements, variations or
modification thereof, without Licensor’s prior written
approval. Licensee shall notify Licensor, or its designated
representative, prior to entering into any agreement with any
individual, company or business, for sales outside the United
States of any Licensed Product, to permit the timely filing of
foreign and/or international trademark and copyright applications,
or other intellectual property protection, covering the Licensed
Marks, in Licensor’s sole discretion. Licensee agrees to
cooperate fully and in good faith with Licensor for the purpose of
securing and preserving Licensor’s rights in and to the
Licensed Marks. In the event there has not been a previous
registration of any Licensed Xxxx and/or any material relating
thereto for a particular Licensed Product, Licensor may register
and maintain, at Licensee’s expense if for a Licensed
Product, trademarks and/or service marks in the appropriate
class(es) and/or copyrights in the name of Licensor. Licensee is
not permitted to register any copyright, trademark, and/or service
xxxx on behalf of Licensor. It is further agreed that nothing
contained in this Agreement, and no act or omission by Licensor
and/or by Licensee shall be construed as an assignment or grant to
Licensee of any right, title, or interest in or to the Licensed
Marks, it being understood that all rights relating thereto are
reserved by Licensor, except for the license hereunder to Licensee
of the right to use and utilize the Licensed Marks only as
specifically and expressly provided in this
Agreement.
8. INDEMNIFICATION AND REPRESENTATIONS
8.1 Licensor
Indemnification. Licensor shall
defend, indemnify, and hold Licensee and its affiliates, and their
officers, directors, employees, managers, owners, agents and
representatives harmless against any and all claims or suits,
demands, losses, injuries, liabilities costs, judgments,
arbitration awards, license fees, settlement, damages and expenses
(including reasonable attorneys’ fees and costs, whether or
not any legal proceeding is commenced) (“Losses”)
incurred, claimed, obtained, or sustained, including without
limitation attorneys’ fees and costs, of any nature
whatsoever, whether in law or in equity, for trademark infringement
arising solely out of the validity of the rights to the Licensed
Marks and from Licensee’s use of the Licensed Marks as
granted herein, provided that prompt written notice is given to
Licensor within ten (10) days of any such claim or suit, and
provided, further, that Licensor shall have the option to undertake
and conduct the defense of any suit so brought, and no settlement
of any such claim or suit is made without the prior written consent
of Licensor. Licensor’s indemnification under this Section
8.1 shall be apportioned and limited to only the portion of, and
extent that, such Losses are, or are claimed to be, proximately
caused by or attributable specifically to Licensee’s use of
Licensed Marks in a manner permitted by this Agreement. It is
further agreed that Licensor reserves the right, in its sole
discretion, to select counsel to defend any such claims. For
purposes of this Section 8, the term “Licensor” shall
mean Licensor and, without limitation, any of its agents,
employees, servants, representatives, parents, subsidiaries,
affiliates, officials, directors, officers, shareholders, owners,
attorneys, divisions, branches, units, affiliated organizations,
successors, predecessors, contractors, assigns, and all persons
acting on their behalf, past or present. Notwithstanding the
foregoing, if Licensor undertakes to defend any claim, Licensor
agrees to consult with Licensee and reasonably avoid any defaults,
settlements, or other decisions that would adversely affect
Licensee’s rights in the Licensed Marks or the commercial
viability of the Licensed Products.
8.2 Licensee
Indemnification. Licensee shall
defend, indemnify, and hold Licensor and its affiliates, and their
officers, directors, employees, managers, owners, agents and
representatives harmless against any and all Losses incurred,
claimed, obtained, or sustained, including without limitation
attorneys’ fees and costs, of any nature whatsoever, whether
in law or in equity, including without limitation claims relating
to or allegedly relating to the design, manufacture, sale,
purchase, use, advertising, marketing, and/or distribution of any
Licensed Products, whether for personal injury, product liability,
intellectual property infringement, dilution, misappropriation,
violation of law, or otherwise. Licensor reserves the right to
select counsel to defend and/or bring any such claims, and Licensee
shall solely be responsible for any and all attorneys’ fees,
costs, and expenses relating to any and all such actions. Licensee
shall provide Licensor with prompt written notice of any lawsuits
or threatened lawsuits, or other significant developments,
investigations, claims, or final refusals in which Licensee is or
may be named as a party or for which Licensee is obligated or has
agreed to indemnify any party, and Licensee shall thereafter
provide Licensor with periodic written updates concerning relevant
developments in any such lawsuits as they
arise.
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8.3 Licensed
Products. Licensor makes no
representations or warranties with respect to the design,
manufacture, sale, purchase, use, marketing, and/or distribution of
any Licensed Product manufactured, sold, and/or distributed by
Licensee and disclaims any liability arising out of the design,
manufacture, sale, purchase, use, marketing, and/or distribution of
any Licensed Product, and any such express or implied warranties
are hereby disclaimed and Section 8.2 shall
apply.
8.4 Licensee
Representations and Warranties.
Licensee represents and warrants to Licensor that: (i) Licensee has
the full power and authority to enter into this Agreement on behalf
of Licensee and to perform all Licensee’s material
obligations pursuant to this Agreement, and that the Licensed
Products manufactured, sold, and/or distributed by Licensee under
this Agreement shall be suitable for the purpose for which they are
intended to be used and shall comply with all applicable State and
local laws, and industry standards, (ii) Licensee will not harm or misuse the Licensed
Products or bring the Licensed Marks into disrepute, (iii) except
as specifically provided in this Agreement, Licensee will not
create any expenses chargeable to Licensor or Ms. Ireland
without the express prior written approval of Licensor, (iv) all
Licensed Products (and the content contained or used in the
Licensed Products) designed, developed, marketed, distributed,
published, performed or sold by Licensee pursuant to this Agreement
do not, and will not, infringe any intellectual property right or
any personal right of any third party, and (v) Licensee will not
knowingly permit, do or commit any act or thing that would degrade,
tarnish or deprecate or disparage the Licensed Products or
Licensor’s or Ms. Ireland’s public image in society or
standing in the community, or prejudice Licensor or Ms. Ireland and
that it will terminate such activities promptly upon written
notice, and failure to do so constitutes a material breach of this
Agreement. Licensee acknowledges and agrees that there are no
warranties, guarantees, conditions, covenants, or representations
by Licensor as to marketability, fitness for a particular purpose,
or other attributes of the Licensed Products, whether express or
implied (in law or in fact), oral or written.
8.5 Licensor
Representations and Warranties.
Licensor represents and warrants to Licensee that: (i) Licensor has
the full power and authority to enter into this Agreement on behalf
of Licensor and to perform all Licensor’s material
obligations pursuant to this Agreement, and that Licensor is duly
authorized to license the Licensed Marks to
Licensee, (ii) Licensor will not harm or misuse the Licensed
Products or bring the Licensed Marks into disrepute, (iii) except
as specifically provided in this Agreement, Licensor will not
create any expenses chargeable to Licensee without the express
prior written approval of Licensee, (iv) all Licensed Marks (and
the content contained or used in the Licensed Marks) designed,
developed, marketed, distributed, published, performed or sold by
Licensor pursuant to this Agreement do not, and will not, infringe
any intellectual property right or any personal right of any third
party, and (v) Licensor will not knowingly permit, do or commit any
act or thing that would degrade, tarnish or deprecate or disparage
the Licensed Products, Licensed Marks, or Licensee’s public
image in society or standing in the community, or prejudice
Licensee and that it will terminate such activities promptly upon
written notice, and failure to do so constitutes a material breach
of this Agreement. Licensor acknowledges and agrees that there are
no warranties, guarantees, conditions, covenants, or
representations by Licensee as to marketability, fitness for a
particular purpose, or other attributes of the Licensed Products,
whether express or implied (in law or in fact), oral or
written.
8.6 Definition of
“Licensor”. For
purposes of this Section 8, the term “Licensor” shall
mean Licensor and, without limitation, any of its agents,
employees, servants, representatives, parents, subsidiaries,
affiliates, officials, directors, officers, shareholders,
attorneys, divisions, branches, units, affiliated organizations,
successors, predecessors, contractors, assigns, and all persons
acting by, through, under, or in concert with them, past or
present, specifically including Ms. Ireland, xxxxx xxxxxxx
Worldwide, any Delegated Entity, xxxxx xxxxxxx LLC,
Sterling/Xxxxxxx Company, ACDC, LLC, Jardin du Jour, LLC, Xxxxxx
Marketing, LLC, Level Brands, Inc., their executives and
employees.
-7-
9. INSURANCE
9.1 Product Liability
Insurance. Licensee represents
that it has obtained, and agrees to maintain, at its own expense,
in full force and effect at all times during which the Licensed
Products are being manufactured, sold, and distributed, insurance
for bodily injury, advertising injury, property damage, and product
liability from a recognized insurance company approved by Licensor,
which is qualified to do business in the State of California,
providing protection at least in the amount of $5,000,000 per
occurrence and $5,000,000 in the aggregate for Licensor and for
Licensee against any actions, claims, demands, lawsuits, loss,
costs, attorneys’ fees, damages, judgments, and liabilities
of any nature whatsoever relating to the Licensed Products. As
proof of such insurance, a fully paid certificate of insurance
naming Licensor as Licensee shall submit an insured party to
Licensor for Licensor’s prior written approval before any
Licensed Product is manufactured, sold, or distributed. Any
proposed change in certificates of insurance shall be submitted to
Licensor for its prior written approval. Licensor shall be entitled
to a copy of the prevailing certificate of insurance, which shall
be furnished to Licensor by Licensee. The certificate(s) shall
substantially and materially conform to the language requirements
set out in Exhibit B
attached hereto.
10. INSOLVENCY; CHANGE OF CONTROL
If
Licensee files a petition in bankruptcy or is adjudicated a
bankrupt or if a petition in bankruptcy is filed against Licensee,
or if it becomes dissolved, or becomes insolvent or unable to pay
or discharge its liabilities in the ordinary course of business, or
if Licensee assigns the whole or any substantial part of its assets
or undertakings for the benefit of creditors or makes an assignment
for the benefit of its creditors or any similar arrangement
pursuant to any federal or state law, compulsory or voluntarily, or
if a receiver or other similar officer is appointed for the whole
or any part of the assets or undertakings of Licensee or its
business, or if Licensee stops payment to its creditors generally,
or ceases or threatens to cease to carry on its business or any
substantial part thereof, or if Licensee merges or consolidates
with or into any other corporation, or directly or indirectly sells
or otherwise transfers, sells, or disposes of all or a substantial
portion of its business or assets, or if a third party who does not
own stock acquires a majority of the voting stock of Licensee,
Licensor may terminate this Agreement by giving notice to Licensee
of its intention to terminate and such termination shall be
effective immediately. In the event this Agreement is so
terminated, Licensee, its receivers, representatives, trustees,
agents, administrators, successors, and/or assigns shall have no
right to sell, exploit, or in any way deal with or in any Licensed
Products covered by this Agreement or any related advertising,
marketing, promotional, and display materials, including without
limitation cartons, containers, packing, and wrapping materials,
except with and under the special consent and instructions of
Licensor in writing, which they shall be obligated to follow. In
the event this Agreement is so terminated under this Section 10,
Licensee, its receivers, representatives, trustees, agents,
administrators, successors, and/or assigns shall have no right to
sell, exploit, or in any way deal with or in any Licensed Products
covered by this Agreement or any related advertising, marketing,
promotional, and display materials, including without limitation
cartons, containers, packing, and wrapping materials, except (i)
pursuant to Section 11.2 or (ii) with and under the special consent
and instructions of Licensor in writing, which they shall be
obligated to follow.
11. TERMINATION
11.1 Material
Breach. Except as otherwise
provided herein, in the event either party materially breaches this
Agreement, the non-breaching party shall have the right to
terminate this Agreement upon thirty (30) days’ notice in
writing, and such notice of termination shall become effective
unless the breaching party shall remedy the breach within the
thirty (30) day period to the reasonable satisfaction of the
non-breaching party. Failure to pay any amounts owed hereunder
shall be deemed a material breach hereof.
11.2 Morals.
Ms. Ireland shall, during the Term, conduct herself with due regard
to the public conventions and morals and shall not conduct herself
in a manner that is materially different from her past conduct.
Licensor (and its executive leadership team) shall, during the
Term, conduct themselves with due regard to the public conventions
and morals and shall not conduct themselves in a manner that is
materially different from their past conduct. Licensee (and its
executive leadership team) shall, during the Term, conduct
themselves with due regard to the public conventions and morals and
shall not conduct themselves in a manner that is materially
different from their past conduct. A breach of this Section 11.2 by
either party shall be deemed a material breach of this
Agreement.
-8-
11.3 Effect of
Termination. Termination of
this Agreement shall be without prejudice to any rights that
Licensor may otherwise have against Licensee, and all amounts owed
hereunder prior to the termination hereof shall become immediately
due and payable, and all rights and licenses granted hereunder
shall cease and revert to Licensor. Upon termination, Licensee
shall immediately cease and desist from using the Licensed Marks in
any way and return any confidential information to Licensor.
Notwithstanding any termination pursuant to Section 10 or 11,
Licensee and Licensee’s wholesalers, distributors, and
retailers shall have the right to sell or otherwise liquidate all
inventory of Licensed Products for a period of six (6) months from
the date of termination.
11.4 Force
Majeure. The Parties shall be
released from their obligations hereunder, and this Agreement shall
terminate in the event governmental regulations or state or
national emergency or war or causes beyond the control of the
Parties render performance impossible for a period extending longer
than thirty (30) days, and one Party so informs the other in
writing of such causes and its desire to be so released. In such
event, all royalties on sales and all other monies due, theretofore
made shall become immediately due and payable to
Licensor.
11.5 Change of
Control. In the event Licensee
or any of its subsidiaries incurs or enters into any agreement
pursuant to which a Change of Control (as defined below) would
occur, Licensee shall provide Licensor notice of such Change of
Control. Following such notice, at the option of Licensor and upon
written notice to Licensee provided within 30 days following
Licensee’s provision of notice of the Change of Control to
Licensor (the “Change of Control Termination Notice”),
this Agreement, together with the Royalty paid to Licensor under
Section 3 shall immediately terminate and Licensor shall be paid,
in lieu thereof, a one-time, lump sum aggregate payment equal to
the cumulative Royalties paid to Licensor over the previous
trailing 12-month period. The lump sum payment shall be paid to
Licensor within 30 days of the occurrence of the Change of Control.
For purposes hereof, “Change of Control” means (a) any
consolidation or merger of such entity in which the entity is not
the continuing or surviving entity, or pursuant to which the shares
are converted to cash, other securities or other property, other
than a consolidation or merger of the entity in which the holders
of the entities shares immediately prior to the consolidation or
merger hold more than 50% of the voting securities of the
continuing or surviving entity immediately after the consolidation
or merger, or (b) any sale, lease, exchange or other transfer (in
one transaction or in a series of transactions and not in the
ordinary course of business) of all or substantially all of the
entities assets, (c) a sale of fifty percent (50%) or more of the
then outstanding voting securities of the entity to one party, or
(d) any other event, pursuant to which the members of the Board of
Directors (or similar governing body) who were elected prior to the
occurrence no longer constitute a majority of the members of such
governing body. Notwithstanding the above, any conveyance, transfer
or grant of security title to or a security interest in any goods,
accounts, inventory, general intangibles or other assets of such
entity to secure the obligations of the entity or any of its
subsidiaries, or the exercise of any rights or remedies by such
entity after a default of indebtedness, shall not constitute a
“Change of Control” as used herein.
12. NOTICES
Any
notice, communication, statement, payment, or legal service of
process required or permitted under this Agreement shall be in
writing and shall be effective when hand delivered; or on the date
when the notice, communication, statement, payment, or legal
service of process is transmitted by confirmed electronic facsimile
(with a confirmation copy sent by mail); or the day after the
notice, communication, statement, payment, or legal service of
process is sent by reputable overnight air courier service. All
such communications shall be sent to the Parties at the notice
addresses listed below or to such other persons and the Parties to
each other may designate notice addresses as in
writing.
Licensor:
0000
Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx,
XX 00000
Attention:
Xxxx Xxxxxxx - CFO
Email: xxxx@xxxxxxxxxxx.xxx
Copy
to:
Xxxx
Xxxxxx
0000
Xxxxxx Xxxx, Xxx. 000
Xxxxxxxxx,
XX 00000
Email: xxxx@xxxxxxxxxxx.xxx
And
-9-
Xxxx
Xxxxxxxx
XX
Xxx #0000
Xxxxxx
Xxxxxx, XX 00000
Facsimile:
000 000-0000
Attention:
Xxxx Xxxxxxxx
Email: xxxxxxxxx@xxxxxxxxxxxxxxx.xxx
If to
Licensee:
Isodiol
International, Inc.
0000
Xxxx Xxxx Xxx
Xxxxxxxxx,
XX 00000
Attention:
Xxxxxx Xxxxxxxx
Copy
to:
Xxxxxxx
X. Xxxx, Esq.
X.X.
Xxx 00000
Xxxx,
XX 00000
Email:
xxxxxxx@xxxxxxxxx.xxx
13. MISCELLANEOUS
13.1 Independent
Contractor. Licensee is an
independent contractor with respect to Licensor. Nothing contained
herein shall be deemed to create an agency, joint venture,
franchise, or partnership relation between the Parties, and neither
Party shall so hold itself out. Licensor shall bear all income tax
obligations applicable to Licensor that may arise out of this
Agreement.
13.2 Assignability.
This Agreement shall not be assignable by either Party without the
prior written consent of the other.
13.3 Amendment.
Except as otherwise provided herein, no agreement or understanding
purporting to add to or to modify the terms and conditions of this
Agreement shall be binding unless agreed to by the Parties in
writing. Any terms and conditions set forth in any forms used by
the Parties, which are in conflict with the terms and conditions of
this Agreement, shall be void and have no
effect.
13.4 Waiver.
It is agreed that no waiver by either Party hereto or any breach or
default of any of the provisions set forth herein shall be deemed a
waiver as to any subsequent and/or similar breach or
default.
-10-
13.5 Governing
Law. This Agreement shall be
construed in accordance with and the laws of the State of
California which shall govern all disputes relating hereto without
giving effect to any conflicts of law provisions. The Parties agree
that any and all disputes, controversies or claims arising out of,
regarding, or in any way relating to the interpretation,
application, or enforcement of this Agreement, or any matter
reasonably related thereto, shall be handled by way or arbitration
and administered by and in accordance with the JAMS streamlined
Arbitration Rules and Regulations (the ''JAMS Rules '') of the
Judicial Arbitration and Mediation Service in effect at the time of
any such proceedings. Such arbitration shall be the sole,
exclusive, and final remedy for resolving any such claims and
disputes. Judgment on the final award rendered by the arbitrator
may be entered into in any court of competent jurisdiction and
shall be final and binding upon the Parties. In the event the
Parties cannot agree on an arbitrator within ten (10) days, the
arbitrator shall be appointed by the Parties in the following
manner JAMS, and/or another alternative dispute resolution provider
agreed upon by the Parties, shall furnish the Parties with a list
of potential qualified arbitrators. For purposes of this Section, a
''qualified arbitrator, shall mean a retired judge of a superior or
appellate court or an experienced attorney agreed upon by the
Parties. If any Party objects to all the names on the list. AAA
and/ or another alternative dispute resolution provider agreed upon
by the Parties shall provide the Parties with an alternative list
of potential qualified arbitrators; provided, however, that each
Party shall be entitled to so object only once. Once the Parties
have agreed upon a particular list, or a list is furnished pursuant
to the preceding sentence the Parties shall alternately eliminate
unacceptable arbitrators until only one name remains. The remaining
person shall be appointed arbitrator. The Parties agree to draw
lots to decide which Party shall remove the first name from the
list of arbitrators. Should a Party whose turn it is to eliminate
any unacceptable arbitrator fail to do so within twenty-four (24)
business hours of the written request of the other Party, then the
choice of the other Party of an arbitrator then remaining on such
list shall be binding on the Parties. All costs of the arbitration,
including the cost of any record or transcript of the arbitration
proceedings, all administrative fees, the fee of the arbitrator,
and all other fees and costs shall initially be borne equally by
the Parties, provided, however, that the arbitrator shall award the
prevailing Party its reasonable attorneys' fees, expenses and
costs, including all costs of arbitration. The arbitrator shall not
extend, modify, or suspend any of the terms of this Agreement. The
arbitration and all proceedings related thereto shall be deemed
private and confidential and, subject to the provisions of
paragraph 29.1, shall not be disclosed to the public by either the
arbitrator or the Parties to the arbitration. If the rules of AAA,
JAMS or another agreed upon alternative dispute resolution provider
differ from those of this Section, the provisions of this Section
shall control. Notwithstanding the foregoing, the Parties may seek
provisional relief, including a preliminary injunction or temporary
restraining order, in any federal or state court of competent
jurisdiction located in Los Angeles, California, without prejudice
to the above described arbitration procedures, if in that Parties
sole judgment such provisional relief is necessary to avoid a
irreparable injury or to preserve the status quo. Never the less,
the arbitration procedure set forth in this section is intended to
be the sole and exclusive method of resolving any claims arising
out of, relating to, or regarding this
agreement.
13.6 Confidentiality.
The Parties agree that the terms, conditions, and subject matter of
this Agreement constitute confidential and proprietary information
belonging to Licensor. Licensee agrees not to divulge any
confidential and proprietary information pertaining to Licensor or
this Agreement to any third party without prior written consent of
Licensor, except as required by law. Licensee agrees to keep all
such information as confidential. Licensee may disclose such
confidential and proprietary information to its officers,
directors, employees, agents, and authorized representatives to the
extent necessary to enable Licensee to perform its obligations
under this Agreement; provided said officers, directors, employees,
agents, and/or authorized representatives execute an appropriate
confidentiality agreement. Licensee shall be liable for any
unauthorized use and disclosure of such confidential information by
its officers, directors, employees, agents, and authorized
representatives, including without limitation its attorneys and
accountants. The Parties further agree that any breach or
threatened breach of this Section 13.6 would cause irreparable harm
to Licensor, that a remedy at law or in damages would be
inadequate, and that the provisions of this Section 13.6 may be
enforced by way of injunctive relief in addition to any other
rights available to Licensor in law or in equity. For purposes of
this Agreement, “confidential” or
“proprietary” information includes, but is not limited
to, the terms, conditions, and subject matter of this Agreement,
and Licensor’s business, including any financial, cost,
pricing, and royalty information; product development, business,
marketing, promotion, distribution, sales, sales plans, and
strategies; information concerning Licensor’s product
development and intellectual property; information concerning
manufacturing processes relating to the Licensed Products, or trade
secrets. The foregoing confidentiality obligations shall not apply
to information that: (a) was previously known to the recipient
free of any obligation to keep it confidential; (b) was
independently developed by recipient; or (c) is or becomes
publicly available by means other than the unauthorized disclosure
by recipient. In the event any judicial or regulatory authority
requests or requires disclosure of any Confidential Information of
the other party, the receiving party shall promptly notify the
disclosing party of the requested or required disclosure and shall
cooperate with the disclosing party in any effort to avoid or limit
such disclosure.
-11-
13.7 Entire Agreement;
Counterparts. This Agreement
constitutes the complete understanding between the Parties and
supersedes any and makes void all prior agreements, promises,
representations, or inducements, no matter their form, concerning
the subject matter of this Agreement. The Parties desire that this
Agreement represent a single and completely integrated contract
expressing the entire agreement of the Parties with respect to the
subject matter of this Agreement. This Agreement may be executed in
two or more duplicate bond or facsimile counterparts, each of which
shall be considered an original, but all of which together shall
constitute one and the same instrument, and in pleading or proving
any provision of the Agreement, it shall not be necessary to
produce more than one such counterpart.
13.8 Severability.
Whenever possible, each provision of this Agreement shall be
interpreted in such a manner to be effective and valid under
applicable law. Should any of the provisions or terms of this
Agreement be determined illegal, invalid, or unenforceable by any
court of competent jurisdiction, validity of the remaining parts,
terms, or provisions shall not be affected thereby, and said
illegal, invalid, or unenforceable part, term, or provision shall
be deemed not to be a part of this Agreement.
13.9 Headings.
All recitals are incorporated by reference into this Agreement.
Caption and Section headings are used for convenience and reference
only, are no part of this Agreement, and shall not be used in
interpreting, construing, defining, limiting, extending, or
describing the scope of this Agreement, or any provision hereof, in
any way.
[signature page follows]
-12-
IN
WITNESS WHEREOF, the Parties hereto have caused this instrument to
be duly executed as of the day and year first above
written.
Licensor:
/s/ Xxxxxx X.
Xxxxxxxxxx
Xxxxxx
X. Xxxxxxxxxx, CEO
Licensee:
Isodiol International, Inc.
/s/ Xxxxxx Xxxxxxxx
Xxxxxx
Xxxxxxxx, CEO
EXHIBIT A
CODE OF CONDUCT 行为守则
1.
PURPOSE:
Licensee is committed to using only manufacturers to strive to
conduct business in a highly professional and ethical manner. This
document outlines those commitments each facility makes in respect
to its compliance with applicable law and tis personal practices
and policies.
目的：[被许可人]承诺只使用了力争在一个高度专业和道德的方式开展业务的厂家。本文概述了这些各设施使得在尊重其遵守适用的法律和个人的做法和政策的承诺。
2.
CHILD
LABOR: The facility agrees not to use child labor in the
manufacturing, or distribution of the Goods. The term
“child” refers to a person younger than the local legal
minimum age for employment or the age for completing compulsory
education; provided, however, in no event shall the Facility use
any person below the age of (15) fifteen. The Facility also agrees
to comply with all other Laws applicable to employees, regardless
of the age of an employee.
童工：该中心同意不使用童工在制造，或货物配送。
“童工”是指一个人年龄低于当地法定最低就业年龄或年龄在完成义务教育;
提供的，但是，在任何情况下，基金使用任何人（15）15岁以下。该基金还同意遵守适用于所有员工的其他法律，不论雇员的年龄。
3.
FORCED
LABOR: The Facility agrees to employ only persons whose presence is
voluntary. The Facility agrees not to use any forced or involuntary
labor, whether prison, bonded, indentured or
otherwise.
强迫劳动：该基金同意只雇用人员，其存在是自愿的。该基金同意不使用任何强迫或非自愿劳动，无论是监狱，保税，契约或其他方面。
4.
ABUSE
OF LABOR: The Facility agrees to treat each employee with dignity
and respect and not to use corporal punishment, threats of
violence, or other forms of physical, sexual, psychological or
verbal harassment or abuse.
滥用劳动：该基金同意把每个员工的尊严和尊重，不使用体罚，暴力威胁或其他形式的身体，性，心理或言语上的骚扰或虐待。
5.
NON-DISCRIMINATION:
The Facility agrees not to discriminate in hiring and employment
practices, including salary, benefits, advancement, discipline,
termination, or retirement on the basis of race, religion, age,
nationality, social or ethnic origin, sexual orientation, gender,
political opinion or disability.
不歧视：该基金同意不会在雇佣和招聘活动，包括工资，福利，晋升，纪律，终止或退休种族，宗教，年龄，国籍，社会或民族，性取向，性别的基础上歧视，政治观点或残疾。
6.
ASSOCIATION:
The Facility agrees to follow employees to organize and bargain
collectively without penalty or interference in accordance with
local Laws.
关联关系：该基金同意遵守雇员组织和集体谈判不受处罚或干预按照当地的法律。
7.
WAGES,
BENEFITS AND WORKING HOURS: The facility recognizes that wages are
essential to meeting employee’s basic needs. The Facility
agrees to comply, at a minimum, with all applicable wages and hour
Laws, including minimum wage, overtime hours, maximum hours, piece
rates and other elements of compensation and shall provide legally
mandated benefits.
工资，福利和工作时间：该厂认识到，工资是必要的，以满足员工的基本需求。该基金同意遵守，至少，所有适用的工资和工时的法律，包括最低工资，加班，最长工时，计件工资和补偿等内容，并应提供法定福利。
8.
HEALTH
AND SAFETY: The Facility agrees to provide employees with a safe
and healthy workplace environment in accordance with all applicable
Laws, ensuring at a minimum, reasonable access to potable water and
sanitary facilities, fine safety and adequate lighting and
ventilation. The Facility also agrees to ensure that the same
standards of health and safety are applied to any housing it
provides for employees.
健康和安全：该基金同意为员工提供一个安全和健康的工作环境符合所有适用法律，确保在最低限度，合理获得饮用水和卫生设施，精美的安全性和足够的照明和通风。该基金也同意，以确保健康和安全的相同标准适用于它提供了雇员的住房
9.
COMPLIANCE:
The Facility agrees to take appropriate steps to ensure that the
provisions of the COC are communicated to its employees, including
by prominent posting a copy of this COC in the local language on
one or more bulletin boards in places readily accessible to
employees at all times.
合规性：本基金同意采取适当措施，以确保奥委会的规定传达给员工，其中包括由著名张贴在当地语言的一个或多个电子公告板的名额该行为准则的副本容易获得员工的所有次。
10.
ENVIRONMENT:
Business partners should share our concern for the environment and
adhere to their local and national laws regarding the protection
and preservation of the environment.
环境：业务合作伙伴应该分享我们对环境的关注，并坚持对环境的保护和维护当地和国家法律。
11.
LEGAL
REQUIREMENTS: Business partners should be in compliance with all
legal requirements involved in conducting the
business.
法律要求：业务合作伙伴应符合参与开展业务的所有法律要求。
12.
Our
Business Partners are required to provide full access to their
facilities and those of their manufacturers, vendors and
subcontractors, and to release records relating to employment
practices. We may conduct on-site inspections of facilities to
monitor the standards and assure the quality of our
products.
我们的业务合作伙伴必须提供完全访问他们的设备和那些他们的制造商，供应商和分包商，并发布有关用工行为记录。我们可以进行现场视察设施，以监控标准，确保了产品的质量。
Please report Violations Anonymously by emailing to:
xxxx@xxxxxxxxxxx.xxx
EXHIBIT B
REQUIRED INSURANCE CERTIFICATE
Under Description of Operations state the
following:
“Certificate Holder Xxxxx Xxxxxx, Xxx., Xxxxx X&X, XXX,
XX0 Holdings, LLC, Encore Endeavor 1, LLC, Xxxxx
Xxxxxxx, Xxxxx Xxxxxxx, xxxxx xxxxxxx
Worldwide, Inc., xxxxx xxxxxxx LLC, The Sterling/Xxxxxxx Company,
and their partners, owners, subsidiaries, affiliates,
directors, officers, managers and employees are named additional
insured with regards to liability arising out of operations of the
named insured.”
The Certificate Holder should be listed as:
0000 Xxxxxx Xxxx, Xxx. 000
Xxxxxxxxx, XX 00000
Send copies of Certificate to:
Mitchka Lyonnais
xxxxxxxxx@xxxxx.xxx
Momentous Insurance Brokerage, Inc.
Xxxx Xxxxxxx
xxxx@xxxxxxxxxxx.xxx
EXHIBIT C
MILLENNIUM DEVELOPMENT GOALS
1. We
must eradicate extreme poverty and hunger!
2.
Achieve universal primary education.
3.
Promote gender equality and empower women.
4.
Reduce child mortality.
5.
Improve maternal health.
6.
Combat HIV/AIDS, Malaria, and other diseases.
7.
Ensure environmental sustainability.
8. Build global partnerships
for development.
9. Bring opportunities of financial stability and healthcare to
American Veterans and their families.
10. Stop Human Trafficking.
EXHIBIT D
LICENSOR PROMOTIONAL OBLIGATIONS
(Execution
Copy)
●
In
connection with the compensation contemplated in Section 2.2(a), by
March 31, 2018, Licensor agrees to produce (in cooperation with
Licensee) a global branding and marketing campaign (the
“Campaign”) for Licensee. The Campaign will include a
joint strategy and outline which sets forth a program to develop
and enhance the Licensee’s brand, products and strategic
market placement, including: (a) branding and marketing program for
use of the Licensed Marks, (b) an influencer program, (c) social
and traditional media strategy, and (d) drafting of an initial
public announcement of this Agreement. In addition, the Parties
understand that the initial public announcement of this Agreement
is done at considerable risk to the reputation and brand of
Licensor and its affiliates. Accordingly, compensation for the
above related services and risks as agreed is $2,000,000, as
referenced in Section 2.2(a).
●
In
connection with the quarterly compensation contemplated in Section
2.2(b) to be paid as indicated below, Licensor agrees to perform
the following services during each quarter of the
Term:
o
Video
Content. Licensor will produce
and deliver up to two (2) branded videos each quarter of the Term
that promote the Licensed Products and/or Isodiol, generally (the
“Video Content”), having a value of $300,000 per
quarter. Notwithstanding, Licensor shall make the Level Brands
Media and Marketing teams available to Licensee for use in creating
the Video Content, which will be separately compensated by Licensee
at commercially reasonable rates (the “Production
Services”). Licensee shall have the right to use an
alternative vendor for any Production Services that are not
available from Licensor's affiliated vendors at commercially
reasonable rates or on a timely basis.
o
Engagements.
Ms. Ireland will be available once per quarter to participate in
industry conferences and meetings (personally or through digital
media) on behalf of Isodiol, with at least two being targeted as a
personal appearance, having a value of $250,000 per
quarter.
o
Social Media
Pushes. Each of Ms. Ireland and
Licensor shall make a ‘post’ promoting not less than
one Licensed Product per month in each of its social media
channels, including, but not limited to, Facebook, Twitter,
Snapchat, and Instagram, with reposts of each such original post
not less than twice with the purpose of reaching multiple time
zones where the Licensed Products are marketed and sold, having a
value of $200,000 per quarter. Promotions may be for the purposes
of general promotion, a Licensed Product Launch, holiday sales, or
related purposes.
