EXHIBIT 10.1
LICENSE AGREEMENT
This LICENSE AGREEMENT (the "Agreement") is entered into as of the ___ day of
May 1999, by and between PBA TOUR, INC., an Ohio non-profit corporation ("PBA")
and IAM GROUP, LTD., a New York corporation ("IAM Group").
WITNESSETH, THAT:
WHEREAS, in addition to other activities associated with the promotion of the
interests of professional bowlers and the bowling industry in general, PBA
sponsors professional bowling tournaments throughout the United States for the
benefit of its members; and
WHEREAS, PBA owns all rights to and interest in certain PBA Tour trade names and
trademarks used in connection with its activities, as more specifically set
forth on Exhibit "A" attached hereto and incorporated herein (collectively, the
"Proprietary Marks"); and
WHEREAS, as more specifically set forth in this Agreement, PBA has agreed to
grant to IAM Group an exclusive license to use the Proprietary Marks during the
term hereof in connection with the manufacture, marketing and sale of certain
products.
NOW, THEREFORE, in consideration of good and valuable consideration, the receipt
and sufficiency of which are hereby expressly acknowledged, the parties hereto
do hereby agree as follows:
1. GRANT OF LICENSE.
(a) Upon the terms and subject to the conditions set forth in this.
Agreement and specifically subject to the limitations on use set forth in
Sections 4 and 5 hereof, PBA hereby grants to IAM Group, and IAM Group hereby
accepts from PBA. a non-transferable and, except as otherwise provided herein,
exclusive license to use the Proprietary Marks during the Term (as such term is
defined in Section 2 hereof) in the Territory (as such term is hereinafter
defined) solely for the purpose of placing the Proprietary Marks on the Products
(as such term is hereinafter defined) and on any packaging associated therewith
and for the purpose of including the Proprietary Marks on marketing and sales
literature and other materials promoting the Products. For purposes of this
Agreement, certain terms are defined as follows:
(i) The term "Products" shall mean those goods identified on
Exhibit "B" attached hereto and incorporated herein, as well as any additional
goods that may come under the purview of this Agreement at a later date pursuant
to the terms of Section 9 hereof, and, subject to the terms of Section 9 hereof,
shall specifically exclude those goods identified on Exhibit "C" attached hereto
arid incorporated herein.
(ii) The term "Territory" shall mean any location within or
outside of the United States in which IAM Group conducts business during the
Term; provided. however, that if after one (1) year from the effective date of
this Agreement, IAM Group is not conducting business in a certain geographical
location and PBA receives a bona fide offer from a third party to market and
sell the Products in that location, PBA shall provide IAM Group with written
notice of such offer prior to its acceptance thereof and IAM Group shall then
have the right, for a period of fifteen (15) days from the date of PBA's notice,
to notify PBA of IAM Group's intention to market and sell Products in such
location pursuant to the terms hereof. If IAM Group fails to notify PBA within
the stated time period or elects not to commence business operations in such
location, or fails to commence operations within six (6) months from the date of
its notice to PBA hereunder, PBA shall be entitled to enter into a licensing
arrangement with respect to the marketing and sale of the Products in such
location on such terms and conditions as PBA may deem appropriate in its sole
discretion and without further notice to IAM Group.
(b) IAM Group shall have the right, subject to the limitations set
forth in this Agreement. to sell the Products directly to the general public and
to distribute the Products to any appropriate third party, including but not
limited to bowling centers and mass merchandise retail stores, for resale to the
general public. IAM Group agrees that it shall promote and sell the Products to
the general public at all PBA Tour national tournaments, not including PBA Tour
regional tournaments or PBA Senior Tour tournaments, held during the Term. With
respect, however, to all PBA Tour regional tournaments and PBA Senior Tour
tournaments held during the Term. PBA may elect to engage, on behalf of IAM
Group, appropriate sales personnel to promote and sell the Products at such
tournaments. IAM Group shall be responsible for paying: a commission to any such
personnel, the amount of which shall be periodically mutually determined by PBA
and IAM Group. IAM Group further agrees to provide a sufficient quantity and
selection of the Products for sale at each PBA Tour and PBA Senior Tour
tournament to be held during the Term. In addition, IAM Group agrees to provide
PBA with One Thousand Dollars ($1,000.00) worth of the Products annually during
the Term at no charge to PBA.
(c) PBA agrees that IAM Group shall be entitled to eight (8) thirty
(30) second commercial spots on ESPN each calendar year during the Term, or for
so long as PBA's current broadcasting arrangement with ESPN continues, at no
charge for purposes of promoting the Products; provided, however, that the
rights granted to IAM Group hereunder shall continue following the expiration of
PBA's arrangement with ESPN if PBA enters into a comparable broadcasting
arrangement with another television network. TAM Group shall be responsible for
handling the production of such commercial spots and for paying all cots and
expenses associated therewith. IAM Group further agrees that the final content
of such commercial spots shall be subject to the prior approval of PBA.
(d) IAM Group shall have the exclusive right, subject to the
limitations set forth in this Agreement, to own and operate an Internet Service
Provider ("ISP") system to promote and sell the Products and to distribute
information relating to PBA Tour and PBA Senior Tour events to the general
public during the Term. IANI Group agrees to pay to PBA a royalty fee in the
amount of eight percent (8%) of all subscriber fees that IAM Group may receive
during the Term
2
in connection with the ISP. PBA agrees that TAM Group shall have access to its
web site in order to provide link access with the ISP.
(e) PBA agrees that, except as expressly provided herein, the license
granted to TAM Group hereunder shall be exclusive in nature with respect to the
Products. Notwithstanding the foregoing, the license granted hereunder with
respect to earrings and key chains shall be non-exclusive in nature unless and
until IAM Group acquires an exclusive right with respect to such products as set
forth in Section 9 hereof. Notwithstanding the foregoing and subject to the
terms of Section l(a)(ii) and Section 9 hereof, this Agreement shall not be
deemed to prevent PBA from granting a license in the Proprietary Marks to third
parties for purposes other than those specifically described in this Section 1.
2. TERM. The initial term of this Agreement shall commence as of the date first
written above and shall terminate on June 30, 2004 (the "Initial Term"). This
Agreement shall be renewed for an additional term of five (5) years commencing
on July 1, 2004 and terminating on June 30, 2009 (the "Renewal Term"); provided,
however, that such renewal is expressly conditioned on IAM Group having paid to
PBA pursuant to Section 3 hereof royalty payments in the minimum aggregate
amount of not less than Four Hundred Fifty Thousand Dollars ($450,000.00) during
the period commencing January 1.2000 and ending December 31, 2002.
Notwithstanding the foregoing, PBA shall have the right to terminate this
Agreement at any time upon IAM Group's breach of any significant material term
contained in this Agreement. For purposes of this Agreement, the terms "Initial
Term" and "Renewal Term" are sometimes collectively referred to as the "Term."
3. LICENSING FEE.
(a) In consideration of PBA granting to it the right to use the
Proprietary Marks hereunder during the Initial Term, IAM Group agrees to pay the
following to PBA:
(i) During the period commencing with the effective date of
this Agreement and ending June 30, 2000, IAM Group shall pay to PBA a guaranteed
minimum payment in the amount of One Hundred Twenty-Five Thousand Dollars
($125,000.00), payable as follows:
Payment Due Date Amount of Payment
Date of execution of this $50,000
Agreement
August 1, 1999 $25,000
December 1, 1999 $25,000
April 1, 2000 $25,000
3
(ii) For the remainder of the Initial Term, IAM Group shall
pay to PBA a guaranteed minimum payment for each twelve (12) month period in the
following amounts, payable in equal quarterly installments no later than July 1,
October 1, January 1 and April 1 of the twelve (12) month period in question:
Period in Question Amount of Payment
July 1, 2000 to June 30, 2001 $100,000
July 1, 2001 to June 30, 2002 $150,000
July 1, 2002 to June 30, 2003 $175,000
July 1, 2003 to June 30, 2004 $200,000
(iii) In addition to the guaranteed minimum payments provided
for in subsections 3(a)(i) and 3(a)(ii) hereinabove, IAM Group shall pay to PBA
a royalty fee for the period commencing as of the date hereof and ending June
30, 2000 and for each subsequent twelve (12) month period in an amount equal to
eight percent (8%) of the Net Sales (as such term is hereinafter defined) of the
Products made during the period in question, to the extent that the amount of
Net Sales made during said period exceeds the following:
Period in Question Amount of Net Sales
Date of Agreement to
June 30, 2000 $1,562,500
July 1, 2000 to June 30, 2001 $1,250,000
July 1, 2001 to June 30, 2002 $1,875,000
July 1, 2002 to June 30, 2003 $2,187,500
July 1, 2003 to June 30, 2004 $2,500,000
The royalty fee provided for in this subsection 3(a)(iii) shall be payable as
follows:
(1) No later than thirty (30) days following the end
of the quarter during which the amount of Net Sales of the Product made during
the twelve (12) month period in question first exceeds the amount of the
guaranteed minimum payment for said period, IAM Group shall pay to PBA an amount
equal to eight percent (8%) of the amount by
4
which the Net Sales for said quarter exceeded the guaranteed minimum payment for
said twelve (12) month period.
(2) No later than thirty (30) days following the end
of each subsequent quarter during the twelve (12) month period in question, if
any, IAM Group shall pay to PBA an amount equal to eight percent (8%) of the Net
Sales made during said quarter.
(b) In consideration of PBA granting to it the right to use the
Proprietary Marks during the Renewal Term, if applicable, IAM Group agrees to
pay to PBA a guaranteed minimum payment for each twelve (12) month period of the
Renewal Term in the amount of Two Hundred Thousand Dollars ($200,000.00),
payable to PBA in equal quarterly installments no later than July 1, October 1,
January 1 and April 1 of the period in question. In addition to such guaranteed
minimum payments. IAM Group shall pay to PBA a royalty fee for each twelve (12)
month period of the Renewal Term in an amount equal to eight percent (8%) of the
amount of Net Sales of the Products made during the period in question, to the
extent that the amount of Net Sales made during said period exceeds Two Million
Five Hundred Thousand Dollars ($2.500.000.00). This royalty fee shall be payable
as follows:
(i) No later than thirty (30) days following the end of the
quarter during which the amount of Net Sales of the Product made during the
twelve (12) month period in question first exceeds the amount of the guaranteed
minimum payment for said period, IAM Group shall pay to PBA an amount equal to
eight percent (8%) of the amount by which the Net Sales for said quarter
exceeded the guaranteed minimum period for said twelve (12) month period.
(ii) No later than thirty (30) days following the end of each
subsequent quarter during the twelve (12) month period in question. if any, IAM
Group shall pay to PBA an amount equal to eight percent (8%) of the Net Sales
made during said quarter.]
(c) Within thirty (30) days of the end of each quarter during the
Initial Term and, if applicable, the Renewal Term, IAM Group shall furnish to
PSA its sales report for the preceding quarter prepared in accordance with the
terms hereof. Each sales report that IAM Group furnishes to PBA shall contain
the following information: (i) a description of each Product sold during the
quarter in question; (ii) the sales price of each Product sold and the amount of
federal, state and local taxes9 if any, that IAM Group is required to pay in
connection with each sale; (iii) the amount of the royalty payment being paid to
PBA on each sale hereunder; and (iv) such additional information as PBA may
reasonably require. In addition to the sales reports, IAM Group agrees to
furnish to PBA as soon as the same become available audited financial statements
of its operations, prepared in accordance with generally accepted accounting
principles, for each fiscal year during the Term.
(d) For purposes of this Agreement, the term "Net Sales" shall mean IAM
Group's retail list price of all Products that IAM Group sells hereunder, minus
the following: (i) the amount of any federal, state and local taxes that IAM
Group is required to pay in connection
5
with such sales; (ii) the amount of any costs and expenses reasonably incurred
by IAM Group with respect to the shipment of the Products; (iii) the cost to IAM
Group of any promotional discounts granted with respect to the Products,
provided that such discounts are reasonable in amount and made within the normal
course of business; (v) customer returns of the Products; and (v) uncollected
accounts of IAM Group for Products sold, but not to exceed One Hundred Thousand
Dollars ($100,000.00) per year during the Initial Term or any Renew Term. With
respect to any bulk sales of the Products made hereunder. The Products shall be
deemed to have been sold at the time of shipment to a customer, F.O.B. point of
departure.
(e) Notwithstanding anything to the contrary set forth in this Section
3, IAM Group agrees that the royalty fee payable on Products sold hereunder that
feature a specific PBA member shall be twelve percent (12%) rather than eight
percent (8%) of Net Sales with six percent (6%) of said royalty fee being
payable to PBA and six percent (6%) being payable to the member in question.
Said royalty fee shall be calculated and payable as otherwise provided in this
Section 3.
4. OWNERSHIP OF PROPRIETARY MARKS: ADDITIONAL MARKS.
(a) IAM Group hereby acknowledges that PBA is and shall at all times
remain the sole and exclusive owner of all right, title and interest in and to
the Proprietary Marks and that its use of the Proprietary Marks hereunder shall
not create in IAN/i Group's favor any right, title or interest in or to the
Proprietary Marks. During' the Term and at all times thereafter, IAM Group shall
not do or cause to be done any act or thin which may in any way impair or tend
to impair the rights, title and interest of PBA in and to the Proprietary Marks
nor shall IAM Group in any manner represent that it has any interest in the
Proprietary Marks except as set forth herein. IAM Group further acknowledges and
agrees that as the sole and exclusive owner of the Proprietary N/larks. PBA
shall have the sole and exclusive right to use, license or otherwise transfer
any and all of its rights, title and interest in and to the Proprietary Marks,
subject only to the terms of this Agreement, including but not limited to the
terms of Section 7 hereof. and of any other agreement affecting PBA's right.
title and interest in and to the Proprietary Marks that PBA may be a party to or
may enter into at a later date with any third party. Upon the termination of
this Agreement for any reason, all rights to use the Proprietary Marks granted
to IAM Group hereunder shall terminate and revert to PBA, and thereafter KM
Group shall cease and desist from all use of the Proprietary Marks, including
the use of any Products, materials or documents upon which any of the
Proprietary Marks appears.
(b) PBA agrees to use its best efforts following the execution hereof
to register the name "PBA Tour Gear", as well as any accompanying logos that PBA
may approve, with the United States Patent & Trademark Office (the "PTO"). In
the event PBA is successful in registering said name and any accompanying logos
with the PTO, the same shall be deemed to be "Proprietary Marks" for purposes of
this Agreement and IAM Group shall have the right to use the same during the
Term in accordance with the terms and conditions set forth herein. IAM Group
agrees to pay for any and all reasonable costs and expenses, including but not
limited to registration fees and attorneys' fees, incurred in connection with
the registration of said name and any accompanying logos with the PTO hereunder;
provided, however, that PIBA agrees to
6
reimburse IAM Group for all costs and fees associated with registering said name
and logos with the PTO in the event this Agreement is not renewed for the
Renewal Term.
(c) Upon termination of this Agreement for any reason. PBA shall have
the right to purchase all inventoried Products at manufacturers cost. plus any
costs associated with duties, freight. transportation and taxes, or in the
alternative, PBA shall permit IAM Group to liquidate said Products through usual
and customary sources.
5. RESTRICTIONS ON USE. Notwithstanding any other terms of this Agreement. IAM
Group shall at all times during the Term use the Proprietary Marks in accordance
with the following restrictions:
(a) PBA shall have the right to review and approve of all uses of the
Proprietary Marks hereunder, whether on the Products or otherwise. prior to the
same being shown or distributed to any third party. Furthermore, all uses of the
Proprietary Marks pursuant to this Agreement shall be tasteful in nature and
shall be of a type that is intended to promote and protect the goodwill and best
interests of PBA. and in no event shall any such use disparage PBA, its members
or the bowling industry in general in any manner. If at any time PBA, in its
sole discretion, has reason to question whether any particular use of the
Proprietary Marks violates the terms of this Agreement, IAM Group shall, upon
reasonable prior notice, provide PBA with a copy of any documentation and other
materials with respect to such use and PBA, following its inspection thereof,
shall have the right to require that IAM Group cease such use if it reasonably
determines that such use is in fact in violation hereof, regardless of whether
PBA had formerly approved of the use in accordance with this Section 5.
(b) No use of the Proprietary Marks shall state or otherwise give the
impression that the owner of the Proprietary Marks is any party other than PBA.
(c) All uses of the Proprietary Marks shall at all times be in
accordance with applicable laws and regulations including but not limited to
those federal and state laws governing the use and registration of trade names
and trademarks.
(d) IAM Group shall at no time make the Proprietary Marks available for
use by any third party, except upon obtaining the prior written consent of' PBA
or as may otherwise be necessary in connection with an initial public offering
or private placement offering of the stock of IAM Group.
6. WARRANTIES AND REPRESENTATIONS OF PARTIES.
(a) WARRANTIES AND REPRESENTATIONS OF PSA. PBA represents and warrants
to IAM Group the following:
(i) PBA has the full corporate power and authority to
enter into and perform this Agreement and has taken
all necessary corporate action to authorize and
approve the execution, delivery and performance
hereof; and
7
(ii) This Agreement constitutes a legal, valid and binding
obligation of PBA, enforceable in accordance with the
terms hereof.
(b) WARRANTIES AND REPRESENTATIONS OF IAM GROUP. IAM Group represents
and warrants to PBA the following:
(i) This Agreement constitutes a legal, valid and binding
obligation of IAM Group, enforceable in accordance
with the terms hereof; and
(ii) IAM Group shall at all times use the Proprietary Marks
in accordance with the terms of this Agreement.
7. ASSIGNMENT, SUBLICENSE OR TRANSFER. The rights and benefits conferred upon
IAM Group hereunder shall inure to the sole benefit of IAM Group, shall not be
deemed to be coupled with an interest and shall not, in whole or in part, be
assigned, sublicensed or otherwise transferred by IAM Group to any third party
without the prior consent of PBA, which PBA may withhold in its sole discretion;
provided, however. that IAM Group may assign its rights hereunder to market the
Products to a third party with the prior consent of PBA, which consent shall not
be unreasonably withheld, if IAM Group owns at least fifty percent (50%) of said
third party. Notwithstanding the foregoing, IAM Group shall be entitled to
assign, sublicense or otherwise transfer any of its rights hereunder to a third
party in the event such transfer is necessary in connection with an initial
public offering or private placement offering of the stock of IAM Group.
8. AGENCY. Both parties agree and acknowledge that IAM Group and any of its
respective employees and agents. if any, shall not, at any time for any reason,
be deemed to be employees or agents of PBA.
9. RIGHT OF FIRST REFUSAL.
(a) PBA agrees that it shall notify IAM Group of any third-party
proposals that it receives during the Term with respect to the manufacture,
marketing and sale of goods other than the Products on which the Proprietary
Marks are to be placed and that IAM Group shall have the right, for a period of
fifteen (15) days from the date of PBA's notice to IAM Group, to notify PBA of
IAM Group's desire to manufacture. market and sell such goods under the terms of
this Agreement, in which case the term "Products" as used herein shall be deemed
to include such goods. If IAM Group fails to notify PBA of its desire to
manufacture, market and sell such goods within said fifteen (15) day period, PBA
shall be entitled to enter into a licensing arrangement with respect to such
goods on any terms and conditions that PBA may deem appropriate in its sole
discretion.
8
(b) PBA further agrees that in the event any licensing agreements that
it maintains with third parties with respect to the manufacture, promotion and
sale of consumer goods other than the Products terminates during the Term. IAM
Group shall have the rights, for a period of fifteen (15) days following the
date of said termination. to notify PBA of IAM Group's desire to manufacture,
market and sell such goods under the terms of this Agreement, in which case the
term "Products as used herein shall be deemed to include such goods. If IAM
Group fails to notify PBA of its desire to manufacture, market and sell such
goods within said fifteen (15) day period, PBA shall be entitled to enter into a
licensing arrangement with respect to such goods with any third party on such
terms and conditions as PBA may deem appropriate in its sole discretion. The
rights granted to IAM Group under this subsection 9(b) shall not be deemed to
apply in those circumstances in which PBA is entitled to renew an existing
licensing arrangement with a third party.
(c) Notwithstanding the foregoing, the right of first refusal granted
herein shall not include or affect in any manner whatsoever any existing
licensing arrangements with respect to the Proprietary Marks to which PBA is a
party as of the date hereof.
10. PUBLIC STOCK OFFERING. IAM Group agrees that if at any time during the Term
any shares of its common stock or the common stock of any affiliate marketing
the Products under this Agreement are offered to the general public by means of
an initial public stock offering, PBA shall be entitled to receive a percentage
of the net proceeds received by IAM Group with a guaranteed minimum of One
Million Five Hundred Thousand Dollars ($1,500,000) and a maximum of Two Million
Dollars ($2,000.000), provided the Term is increased to such period as may be
required by the underwriter of the IPO (the "Underwriter"). In the event the
Underwriter conditions the terms of the IPO so as to prohibit PBA from receiving
monetary payment of the IPO proceeds, the parties agree that PBA shall receive a
percentage of unrestricted IPO stock and/or warrants equal to Two Million
Dollars ($2.000,000). PBA shall be entitled to assign all or a portion of its
rights to receive any monetary payment, stock and/or warrants to which it is
entitled hereunder to one or more of its key employees in such manner as it may
deem appropriate, provided that any such assignment does not affect the
Underwriter's approval of the IPO. In any event PBA members shall be given the
unrestricted right to purchase a maximum of twenty-five percent (25%) of the IPO
at the offering price under such reasonable and commercially customary
restrictions as may be required by the Underwriter.
11. PRIVATE PLACEMENT STOCK OFFERING. IAM Group agrees that if at any time
during the Term a private placement offering ("PPO") is made to qualified
investors. PBA or its members shall be given the exclusive right to purchase a
maximum of fifty percent (50%) of the PPO, and broker commissions thereon, if
any, shall be paid to PBA.
12. MISCELLANEOUS.
(a) SURVIVAL. The provisions of Sections 4 and 5 hereof shall survive
the termination of this Agreement.
(b) ENTIRE AGREEMENT. This Agreement represents the entire
understanding of the parties with respect to the subject matter hereof.
(c) AMENDMENT OR MODIFICATION OF THIS AGREEMENT. This Agreement may be
amended or modified from time to time only by a written instrument executed by
both of the parties hereto.
9
(d) NOTICE. All notices required or permitted by this Agreement shall
be in writing and shall be addressed to the respective parties at the following
addresses:
(e) PBA: PBA Tour, Inc.
0000 Xxxxxx Xxxx
X.X. Xxx 0000
Xxxxx, Xxxx 00000-0000
Phone: (000) 000-0000
Fax: (000)000-0000
ATTN: Xxxx Xxxxxxxxx, Commissioner
With a copy to: Xxxxx & Xxxxx Co., L.P.A.
00 Xxxxx Xxxx Xxxxxx
Xxxxx 0000
Xxxxx, Xxxx 00000-0 824
Phone: (000) 000-0000
Fax: (000) 000-0000
ATTN: Xxxxxx X. Xxxxx, Esq.
IAM Group: IAM Group, Ltd.
00 00xx Xxxxxx
Xxxxx xxxxx
Xxx Xxxx,Xxx Xxxx 0000
Phone: (000) 000-0000
Fax: (000) 000-0000
ATTN: Xxxxxx Xxxxxx
With a copy to: Xxxxx & Xxxxx
Federal Plaza
000 Xxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
ATTN: Xxxxxxx X. Xxxxx. Esq.
(e) OHIO LAW CONTROLLING. The laws of the state of Ohio shall govern
the validity of this Agreement, the construction of its terms and the
interpretation of the rights and duties of the parties hereto.
10
(f) BINDING NATURE. Except as otherwise provided in Section 6 hereof,
this Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
SIGNED IN THE PRESENCE OF: "PBA"
PBA TOUR, INC.
By: /s/ XXXX XXXXXXXXX
-------------------------------
"IAM GROUP"
IAM GROUP, LTD.
By: /s/ XXXX XXXXXXXX
-------------------------------
Xxxx Xxxxxxxx, President
By: /s/ XXXXXX XXXXXX
-------------------------------
Xxxxxx Xxxxxx, Vice President
11
EXHIBIT "A"
LIST OF TRADENAMES AND TRADE MARKS
Existing Tradenames
-------------------
PBA
PBA TOUR
PBA SENIOR TOUR
PROFESSIONAL BOWLERS' ASSOCIATION
PROFESSIONAL BOWLERS' ASSOCIATION OF AMERICA
Existing Trademarks
-------------------
PBA
PBA TOUR
PBA w/logo
PBA TOUR w/logo
PBA SENIOR TOUR w/logo
Any and all rights that PBA Tour, Inc. may have during the Term in the
name "PBA Hall of Fame" and any logo or logos associated therewith, and any
rights that PBA Tour. Inc. may have during the Term in any names or marks
associated with any related entities
12
EXHIBIT "B"
LIST OF PRODUCTS
1. All shirts, woven, knitted, screen-printed, heat transferred and
embroidered.
2. All jackets and backpacks, leather, woven, knitted, screen printed.
heat transferred and embroidered, and all water-resistant outerwear.
3. All pants, woven, knitted, screen-printed, heat transferred and
embroidered.
4. All shorts, woven, knitted, screen-printed, heat transferred and
embroidered.
5. All sweaters, woven, knitted, screen-printed, heat transferred and
embroidered.
6. All hats, woven, knitted, screen-printed, heat transferred and
embroidered.
7. All footwear, woven, knitted, screen-printed, heat transferred and
embroidered.
8. Bowling bags, gloves, glove soakers, wrist supports, garment bags,
bowlers tape, ball slings, towels, rosin bags, shoe covers, PBA shoes,
accessory bags, pennant flags and banners of all types.
9. All accessories, including jewelry, cuff links, tie clips, ties, tie
pins, logo pins, pocket knives, money clips, key chains, pens, pen
holders, coffee mugs, beer steins, seat cushions, tour blankets, chains
both genuine gold and faux with PBA medals; provided, that the right to
manufacture, promote and sell earrings and key chains shall be
non-exclusive in nature.
10. Umbrellas with logos.
11. Trophies; provided, however, that no trophies will in any way give the
appearance of being for PBA Tour or PBA Senior Tour events, and
provided farther that PBA shall be under no obligation to purchase or
use such trophies.
12. On-line catalogs, printed catalogs, Internet service provider XXXXX.
00. Pet products of a type to be agreed upon by the parties at a later
date.
NOTE: The products listed above include those for men, women and children.
13
EXHIBIT "C"
LIST OF EXCLUDED PRODUCTS
-------------------------
1. Framed laminates and posters featuring PBA Tour members.
2. Birthday party sets, including paper plates, paper cups and napkins.
3. Bottled water.
4. Bowling balls.
5. Computer gaming software, including games using CD-Rom technology.
6. Calendars.
7. Fishing lures, trailer hitch plugs, metal street signs and metal
license plates.
14
