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Exhibit 10.11
LICENSING AGREEMENT
LICENSING AGREEMENT dated as of December 24, 1997, between
N.N.C.S., INC., a New York corporation ("Licensor"), and NAH
NAH COLLECTION, INC., a New York corporation ("Licensee").
WHEREAS, Licensor owns the trademark "Nahdree" ("Trademark"),
which it desires to license to Licensee for its own use and for sublicensing to
affiliates of Licensee to identify apparel and other items compatible with
similar items currently being marketed under the Trademark; and
WHEREAS, Licensee desires to license the Trademark for
the purpose of sublicensing its use in such territories as it may
elect; and
WHEREAS, Licensor is willing to license the Trademark to
Licensee for the purpose of enabling Licensee to use the Trademark or to
sublicense its use;
NOW, THEREFORE, the parties hereto, in consideration of the
premises hereof and other good and valuable consideration, receipt of which is
hereby acknowledged, hereby agree as follows:
0.1. GRANT OF LICENSE. Effective as of December 24, 1997,
Licensor hereby confirms the grant to Licensee of the exclusive right and
license during the term hereof to sublicense the Trademark for use anywhere in
the World (the "Licensed Territory") or in any part thereof.
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0.2. LICENSOR'S REPRESENTATION AND AGREEMENT. Licensor
represents that it is the sole owner of the Trademark and agrees that it shall
not, during the term hereof, grant a sublicense of the Trademark to any person,
firm, or corporation for use in any portion of the Licensed Territory; provided,
however, that Licensor reserves the right to assign the Trademark to an
affiliated company which shall assume all the obligations of Licensor to
Licensee under this Agreement.
0.3. QUALITY STANDARD OF THE LICENSED PRODUCTS. Licensee shall
use its best efforts to ensure that all products on which the Trademark is used
as contemplated hereby are compatible in quality with similar items currently
being marketed under such Trademark.
0.4. APPROVALS. Licensor shall exercise itself, or designate
an agent to exercise, all approval rights given to Licensee by any sublicensee
of the Trademark.
0.5. ROYALTIES. In consideration of this License and all other
rights granted to Licensee by Licensor under this Agreement, Licensee agrees to
reimburse Licensor for any expenses incurred by Licensor in connection with this
License and, in addition, to pay to Licensor annually royalties of 3% of the net
revenues (after discounts and allowances) received in each month by Licensee, or
any affiliate of Licensee, from sales to unaffiliated third parties of products
bearing the Trademark. Notwithstanding the foregoing, Licensor agrees that
during the initial term hereof (but not any renewal or extended term), it will
waive two-thirds of the
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royalties provided for above (i.e., receive only 1% of the aforesaid net
revenues.
0.6. TERM. The License granted to Licensee hereunder shall
expire at midnight on May 31, 1998; provided, however, that no such termination
shall affect Licensee's right to honor its obligations under any sublicensee
then in effect, including any extensions thereof).
0.7. BOOKS AND RECORDS. Licensee shall keep true and correct
records of all royalties received from sublicensees under any outstanding
sublicenses. Such records shall be open for reasonable inspection by Licensor or
its duly authorized representatives at convenient times agreed upon by Licensor
and Licensee.
0.8. ASSIGNMENT. Except as contemplated by Section 2 hereof,
this Agreement may not be assigned by either party hereto without prior written
consent from the other such party.
0.9. PRIOR AGREEMENTS. This Agreement shall constitute the
entire agreement between the parties concerning the subject matter hereof and
shall supersede any prior agreements, documents or other instruments with
respect to the matters covered hereby.
0.10. AMENDMENTS. This Agreement may be amended only by a
writing duly executed by both parties hereto.
0.11. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed wholly within such state.
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0.12. NOT PARTNERS. Nothing herein contained shall be
construed to create the relationship of partners, joint venturers or principal
and agent between Licensor and Licensee.
0.13. BINDING EFFECT. This Agreement shall be binding upon and
shall inure to the benefit of each of Licensor and Licensee and their respective
successors and permitted assigns.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its respective name and under its respective
corporate seal by one of its officers thereunto duly authorized, as of the day
and year set forth above.
N.N.C.S., INC.
By /s/ HONG X. XXX
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Hong X. Xxx, President
NAH NAH COLLECTION, INC.
By /s/ XXXXX XXX
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Xxx Xxx, Vice President
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