KATHY HILTON LICENSE AGREEMENT
THROUGHOUT
THIS AGREEMENT, WHERE INFORMATION HAS BEEN REPLACED BY AN ASTERISK (*), THAT
INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE OMITTED
INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.
XXXXX
XXXXXX LICENSE AGREEMENT
This
LICENSE AGREEMENT ("Agreement") is made and effective as of the 13th
day of
October, 2006 (“Effective Date”), by and between KRH
Licensing Company, LLC.,
a newly
formed California corporation with an office and place of business at 000 Xxxxx
Xxxxx Xxxxx, 0xx
Xxxxx,
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 (collectively, "Licensor"), and OmniReliant
Corp.,
a
Florida corporation with an office and principal place of business at 0000
Xxxxxxxxxx Xxxx., Xxxxx 000 Xxxxx, Xxxxxxx 00000 ("Licensee") (together the
"Parties").
WITNESSETH
:
WHEREAS,
Xxxxxxx
Xxxxxx is the worldwide owner of the XXXXX XXXXXX trademark and all variations
and combinations thereof, including various U.S. Trademark Registrations
therefore, including Reg. No. 2,884,868 in International Class 24 for bed
linens, et. seq.; Reg. No. 2,882,681 in International Class 20 for furniture;
and, Reg. No. 3,018,255 in International Class 14 for jewelry (collectively,
the
“Licensed Xxxx” or “Licensed Marks”); and,
WHEREAS,
pursuant to a master license agreement, Xxxxxxx Xxxxxx has granted all worldwide
rights to the Licensed Marks to the Licensor herein; and,
WHEREAS,
Licensee is a newly incorporated Florida corporation specifically formed to
develop the Licensed Marks with the intent of manufacturing, promoting and
selling Licensed Products (as hereinafter defined),
and
Licensor further desires to obtain the personal services of Ms. Xxxxx
Xxxxxx
pursuant
to the terms of this Agreement
in
connection with the formulation and manufacture as well as the promotion and
sale of the Licensed Products; and
WHEREAS,
Licensor
is willing to grant the license contained in this Agreement and
(the
“License”) Licensee
desires to obtain from Licensor, the exclusive right and license to use the
Licensed Marks in the Territory (as hereinafter defined) in connection with
the
manufacture, promotion, distribution and sale of Licensed Products.
NOW,
THEREFORE,
in
consideration of the premises and mutual agreements contained herein, the
parties hereto covenant and agree as follows:
ARTICLE
1
Definitions:
The following definitions shall apply:
A. Territory.
All
countries of the world and all duty-free-shops, ships, airplanes, military
bases
and diplomatic
missions of every country of the world,
including,
but not
limited to, retail, wholesale,
the
world-wide web, radio,
multi-level marketing, newspapers, magazines, direct
response,
infomercials, television
shopping networks and any other channel of distribution and sale approved in
writing by Licensor, which approval shall not be unreasonably withheld,
conditioned or delayed.
B. Licensed
Products.
All
products comprising goods within the scope of the description of International
Class 3 as defined in the records of the United States Patent and Trademark
Office, namely: Men's and Women's skincare products, fragrances, cosmetics
and
related personal care products such as body lotion, body cream, body mist,
hand
cream, bath and shower gel, massage oil, dusting powder, after shave, after
shave balm or gel, deodorant stick and bath soap, and home/environmental
products such as candles, potpourri and incense bearing the Licensed Marks.
Notwithstanding
the foregoing, in the event that Licensee does not develop and begin the
marketing of a fragrance under the Licensed Marks with 18 months of the
Effective Date, Licensee shall forfeit the rights for fragrance (deleting such
category from this definition of Licensed Products) and Licensor shall be free
to develop itself or license a third-party to use the Licensed Marks for a
fragrance.
C. Licensed
Xxxx or
Licensed
Marks.
The
trademark XXXXX XXXXXX and such other trademarks as are, from time to time,
agreed to by Licensor. At Licensor’s
cost, Licensor has or will file to register the Licensed Xxxx in the United
States Patent and Trademark Office in International Class 3 for: Men's
and
Women's skincare products, fragrances, cosmetics and related personal care
products such as body lotion, body cream, body mist, hand cream, bath and shower
gel, massage oil, dusting powder, after shave, after shave balm or gel,
deodorant stick and bath soap, and home/environmental products such as candles,
potpourri and incense.
D. Net
Sales.
The
arms-length sales price at which Licensee or any Subsidiary or Affiliate (as
hereinafter defined) bills its Non-Subsidiary or Affiliate customers for
Licensed Products (or ultimate consumers in the case of infomercial sales)
less:
(i) all returns of damaged, defective or other merchandise, actual trade and
cash discounts and allowances provided to customers, and taxes directly
applicable to the sale of Licensed Products to such
customers (such as sales, use, excise,
value
added or similar taxes);
(ii)
as
actually incurred and reserved for; (ii) actual charges and reserves
for
all
freight and shipping and
handling charges,
credit
card fees, refunds, credits,
insurance costs, duties and other governmental charges paid by the Licensee
in
connection with such sales to customers to the extent such expenses are stated
separately on any invoice; (iii) all receipts from the sale of Licensed
Products sold to bone
fide
customers at a cost below Licensee’s landed duty paid cost (or the equivalent of
such pricing) for such Licensed Products (“Below
Cost Sales”) but only
to
the extent that the aggregate gross sales of Below Cost Sales in any Annual
Period (as hereinafter defined) do not exceed fifteen percent (15%) of total
gross sales
for such
Annual Period;
and,
(iv) all of Licensee’s actual out-of-pocket expenses for samples, displays,
brochures, gift-with-purchase goods and promotional materials and packaging
supplies actually supplied to Licensee’s customers (but not including Licensee’s
expenditures for any advertising of Licensed Products). Notwithstanding the
terms of sub-section (iii) above, Licensee shall not be excused from paying
royalties on sales of Licensed Products above the 15% level and on sales that
are not Below Cost Sales.
The
reserve for shipping and handling charges, credit card fees, refunds, credits
or
other actual trade and cash discounts and uncollectibles shall initially be
10%
of Net Sales and shall be adjusted (and liquidated, if applicable) periodically
based on actual experience.
2
E. Subsidiary.
Any
corporation or other entity which is 100% directly or indirectly owned by
Licensee.
F. Affiliate.
Any
corporation or other entity which is at least 50% owned by
Licensee.
G. Annual
Period.
A 12
month period of time from January 1st
of a
given year through December 31st
of the
same year, except the first Annual Period herein shall run
from
the
Effective
Date through December 31, 2007.
ARTICLE
2
Grant
of License Rights
Upon
the
terms and conditions of this Agreement, Licensor hereby grants to Licensee,
during the term of this Agreement, the sole and exclusive right and license
to
use the Licensed Xxxx in the Territory as a trademark in connection with the
development, manufacture, promotion, advertising, distribution and sale of
Licensed Products and on all brand identification materials, such as product
packing, containers, promotional and sale materials, publicity materials, and
in
all advertising media, such as newspapers, magazines, radio,
television,
infomercials,
live television shopping, the world-wide web, cinema
and similar media both presently existing or developed in the future. Sales
of
Licensed Products shall
only
be
through any
or
all the channels of trade described
in
Article
1, paragraph A,
but
shall not include mass marketing stores such as Target, Walmart, K-Mart, Sam’s
Club, Costco and Dollar General. Except as specified in Section 1(B) above,
during the term of this Agreement and any extensions thereof, Licensor shall
not
grant any rights to any third party in connection with the Licensed Products
for
the Licensed Marks or any derivative thereof without Licensee’s
approval.
ARTICLE
3
Exclusivity
of License
Licensee
shall have exclusive rights to all of the licensed products described in Article
1, paragraph B, above. All
rights not specifically granted to Licensee herein shall be reserved for
Licensor,
such
that Licensor may use or grant others the right to use the Licensed Marks on or
in connection with goods of all other types and descriptions in the Territory
other than Licensed Products. Licensor further acknowledges and consents to
Licensee obtaining other additional licenses for the manufacture and/or
distribution of products similar to the Licensed Products during the term of
this Agreement. Licensee, will not, during the term of this Agreement and
thereafter, attack either Licensor's title in and to the Licensed Marks or
the
validity of this License.
3
ARTICLE
4
Term
of Agreement
Subject
to the rights of termination set forth in this Agreement, the initial term
of
this Agreement shall commence on the Effective Date and terminate on December
31, 2011 (the "Initial Term"). Licensee shall have the option to renew this
Agreement for an additional five-year period (through December 31, 2016) as
long
as the Minimum Royalties (as hereinafter defined) for the Initial Term have
been
fully paid. Licensee shall notify Licensor of its intent to either renew or
not
renew no later than December 31, 2010.
Following the expiration of the first renewal term on December 31, 2016, the
Agreement shall renew pursuant to the provisions of Article 8 below. The Initial
Term and all permitted extensions thereof shall be collectively defined as
the
“Term”.
ARTICLE
5
Confidentiality
The
Parties acknowledge that all information relating to the business and operations
of Licensor and Licensee which they learn or have learned during or prior to
the
Term of this Agreement is confidential. The Parties acknowledge the need to
preserve the confidentiality and secrecy of such information and agree that,
both during the Term of this Agreement and after the expiration or termination
hereof, they shall not use or disclose same, and shall take all necessary steps
to preserve in all respects such confidentiality and secrecy. The provisions
of
this Section shall not apply with respect to any information which has entered
the public domain through no fault of the Parties. The provisions of this
Section shall survive the expiration or termination of this
Agreement.
ARTICLE
6
Duties
of Licensee
A. Commercially
Reasonable
Efforts.
During
the Term of this Agreement, Licensee will use its commercially
reasonable
efforts
to exploit the rights granted herein throughout the Territory and to
sell the
maximum quantity of Licensed Products therein consistent with the standards
and prestige represented by the Licensed Xxxx.
B.
Design
and Sample making.
Licensor shall not be responsible for the production, design or sample making
of
the Licensed Products and Licensee shall bear all costs related
thereto.
4
ARTICLE
7
Quality
Standards
| A. |
Manufacture
of Licensed Products; Quality Control.
|
| (i) |
The
contents and workmanship of Licensed Products shall be at all times
of the
quality
consistent with the reputation, image and prestige of the Licensed
Marks
and Licensed Products shall be distributed and sold with packaging
and
sales promotional materials appropriate for such quality
products. The parties agree that the Licensed Products shall
be
of
the
quality, prestige and price similar to those of La prairie & Xxxxx
Xxxxxx for skincare, Clarins & L’Oreal
for cosmetics,
and Xxxxxx Xxxxx & Xxxxx Xxxxxx for fragrances as those products are
positioned in the marketplace
as of the Effective Date.
|
| (ii) |
Licensor,
at its sole discretion, may from time-to-time determine the re-positioning
of the Licensed Xxxx.
|
| (iii) |
All
Licensed Products shall be manufactured, labeled, sold, distributed
and
advertised in accordance with all applicable national, state and
local
laws and regulations.
|
| (iv) |
Licensee
shall submit to Licensor for prior written approval two preproduction
samples of proposed Licensed Products, along with their proposed
packaging
and any other accompanying sales materials (the "Approval Package")
for
Licensor's review, which approval shall not be unreasonably withheld.
In
the event that Licensor does not respond to Licensee within 15 days
of the
receipt of any and all items within the scope of the Approval Package,
any
such item shall be deemed approved.
|
| (v) |
During
the Term of this Agreement, upon Licensor's request, Licensee shall
submit, free of charge to Licensor, the then current production samples
of
each Licensed Product marketed. Production samples submitted by Licensee
for this purpose may be retained by Licensor. Further, Licensee shall
provide Licensor with 100 samples of the various Licensed Products
being
distributed each year for Licensor to use for public relations and
promotional purposes. All Licensed Products to be sold hereunder
shall be
at least equal in quality to the samples presented to the Licensor
in the
Approval Package. Licensor and its duly authorized representatives
shall
have the right, upon reasonable advance notice and during normal
business
hours, at Licensor's expense, to examine Licensed Products in the
process
of being manufactured and to inspect all facilities utilized by Licensee
in connection therewith.
|
5
B. Required
Markings.
Licensee
shall cause to appear on all packaging of Licensed Products, (i) "the trademark,
XXXXX XXXXXX is licensed to OmniReliant Corp."; and such additional legends,
markings and notices complying with the requirements of any law or regulation
in
the Territory and; (ii) such other legends, markings and notices as Licensor,
from time-to-time, may reasonably request.
C. Distribution.
In
order to maintain the reputation, image and prestige of the Licensed Marks,
Licensee's normal distribution patterns shall consist of those
means of
distribution described in Article 2 of this Agreement.
D. Sales
Force.
During
the term of this Agreement, Licensee shall maintain a non-exclusive sales force
suitable to carry out the purpose of this Agreement.
ARTICLE
8
Guaranteed
Minimum Royalties & Right of Licensor to Terminate for Failure to Obtain
Minimum Annual Sales Following the Second Extended
Term
A.
Guaranteed
Minimum Royalties.
In
consideration of both the license granted herein and the services to be
performed by Ms. Xxxxx Xxxxxx hereunder
including, but not limited to, appearances on television shopping networks,
in
infomercials, and other personal appearances,
Licensee shall pay to Licensor an annual guaranteed minimum royalty (the
“Guaranteed Minimum Royalty” or “Guaranteed Minimum Royalties”) as
follows:
ANNUAL PERIOD GUARANTEED MINIMUM ROYALTIES
|
Annual
Period
|
Dates
|
Minimum
Royalty
|
||
|
1
|
Effective
Date to 12/31/07
|
*
|
||
|
2
|
1/1/07
to 12/31/08
|
*
|
||
|
3
|
1/1/08
to 12/31/09
|
*
|
||
|
4
|
1/1/09
to 12/31/10
|
*
|
||
|
5
|
1/1/10
to 12/31/11
|
*
|
In
the
event that the Initial Term of this Agreement is extended for an additional
five-year term (January 1st,
2012 -
December 31st,
2016
(the “First Extended Term”), the Guaranteed Minimum Royalty for each Annual
Period of the First Extended Term shall be *.
Subject to Licensor’s right to terminate in Sub Section (B) below for Licensee’s
failure to reach the specified minimum annual sales, Licensee shall have the
right to extend the Term of this Agreement for continuing subsequent five-year
extensions by paying an increased Guaranteed Minimum Royalty of $* per Annual
Period for each subsequent five-year period. In other words, the Guaranteed
Minimum Royalty for each Annual Period from 1/1/17 through 12/31/21 (the “Second
Extended Term”) will be $* and the Guaranteed Minimum Royalty for each Annual
Period from 1/1/22 through 12/31/26 (the “Third Extended Term”) will be $* and
so forth.
6
Notwithstanding
the foregoing, if Licensee fails to pay the Guaranteed Minimum Payment for
any
Annual Period, that failure to make the Guaranteed Minimum Payment will not
be
deemed to constitute a breach of this Agreement, or to generate a claim for
monetary relief, but shall merely give Licenser the right to terminate this
Agreement upon 60 days’ written notice to Licensee.
Upon
such
event, the parties agree that Licensee shall pay Licensor a termination fee
of *
within 60 days of the termination date, at which point Licensor shall be free
to
exploit itself or license a third-party to exploit the Licensed Products bearing
the Licensed Marks.
The
Guaranteed Minimum Royalty payable for each Annual Period shall be paid to
Licensor semi-annually in advance on the first day of the month of each half
year starting with the payment of the Guaranteed Minimum Royalty for the
2nd
Annual
Period, such that each half of the Guaranteed Minimum Royalty Payments shall
be
paid on January 1st
and July
1st
of each
Annual Period. Notwithstanding the foregoing, the Guaranteed Minimum Royalty
for
the first Annual Period shall be paid thirty
(30) days following the Effective Date.
In the
event that such payment is not timely made, Licensor shall have the right to
cancel this Agreement, making it void ab
initio,
upon
5-days written notice to cure.
B.
Right
to Terminate for Failure to Reach Minimum Annual Sales after the First Extension
Term.
Notwithstanding Licensee’s willingness to continue paying the specified
Guaranteed Minimum Royalties specified above, Licensor shall have the right
to
terminate this Agreement and all rights granted hereunder in the event that
Licensee does not reach the Minimum Annual Sales of Licensed Products in the
Annual Periods specified below:
|
Minimum
Sales of Licensed Products
To
Obtain Right to Extend Term for an
Additional
Period of Five Years
|
Dates
of Term Extension if Required Minimum Sales are
Achieved
|
|
|
$*
in the Annual Period 1/1/2015 through 12/31/2015
|
1/1/2017
through 12/21/2021
|
|
|
$*
in the Annual Period 1/1/2020 through 12/31/2020
|
1/1/2022
through 12/21/2026
|
|
|
$*
in the Annual Period 1/1/2025 through 12/31/2025
|
1/1/2027
through 12/21/2031
|
|
|
$*
in the Annual Period 1/1/2030 through 12/31/2030
|
1/1/2032
through 12/21/2036
|
7
ARTICLE
9
Sales
Royalty; Stock in OmniReliant; Withholding Taxes
A. Licensee
shall pay to Licensor a sales royalty (the “Sales Royalty” or “Sales Royalties”)
of *%) on each Annual Period's Net Sales on sales made in all venues
other
than infomercials.
The Sales Royalty payable hereunder shall be accounted for and paid on a
quarterly basis within forty-five (45) days after the close of the prior
quarter's sales. In other words, the actual Sales Royalty will be paid 45-days
in arrears computed on the basis of Net Sales during the quarter ending 45
days
before the period upon which royalties are being paid, with a credit for any
Guaranteed Minimum Royalties and Sales Royalty payments previously made to
Licensor.
B. Licensee
shall pay Licensor a Sales Royalty payment of a minimum of *%) of Net Sales,
on
all revenues generated from the sale of the Licensed Products through
infomercials sold in connection the Licensed Products. The Sales Royalties
shall
be paid quarterly, along with sufficient reports justifying the calculation
of
the Sales Royalty payments within forty-five (45) days after the close of the
prior quarter’s sales. Should the infomercial’s performance exceed a *) media
ratio, meaning the revenues generated by the infomercial exceeds three times
the
expenditures on the media, the Sales Royalty shall be increased to *%) of the
Adjusted Gross Collected Revenues. The
Sales
Royalty on sales made through direct response infomercials will not
exceed *%) of the Net Sales in infomercials. The Sales Royalty on all up-sells
of Licensed Products shall be *%) greater than the applicable royalty rate
based
on the sliding scale stated in this Sub Section (B) attributable to the sale
otherwise occurring during such up-sell. “Expenditures on the media” as that
phrase is used herein shall be defined as the actual out-of-pocket expenses
attributable to purchasing television air time and shall not include any and
all
costs associated with the production of the show content for such infomercial.
C. If
applicable, on behalf of Licensor, Licensee shall compute any payment of
required taxes (other than United States Federal, state or local income taxes)
which any governmental authority in the Territory may impose on trademark
royalties being paid from such country. The amount of such taxes and
the
reasonable costs incurred by Licensee in determining those taxes, including,
but
not limited to, the cost of professional advisors, shall
be
deducted from the payments of royalties, provided that Licensor is entitled
under applicable law to credit the amount of such taxes against its United
States Federal Income Tax obligations. Licensee shall furnish Licensor with
an
official receipt (together with a translation
thereof
if not in English) promptly after each such payment of taxes. In the event
such
taxes are not paid when due, all resulting penalties and interest shall be
borne
by Licensee.
D. The
payment of Sales Royalties for any Annual Period in excess of the payments
of
the Guaranteed Minimum Royalty for the same Annual Period shall be credited
against the Guaranteed Minimum Royalty due to Licensor for any other Annual
Period.
8
E. In
addition to the Sales Royalties and Guaranteed Minimum Royalties being paid
to
Licensor herein, Licensor shall be further compensated by the receipt of *%)
of
the total outstanding
shares of stock
of
OmniReliant Corp. as of the Effective Date. The parties acknowledge and agree
that as of the Effective Date, the total outstanding shares of stock is * and
thus Licensor shall receive * shares of stock of OmniReliant Corp. upon
execution hereof. Licensee anticipates that it will bring in future equity
investors into OmniReliant Corp. that will be issued shares of stock which
will
dilute Licensor’s ownership percentage and thereafter OmniReliant Corp. will
become a wholly-owned subsidiary of a public company, at which point Licensor’s
stock will be exchanged for stock in the public company,
which
is currently anticipated to be approximately equivalent to *% initial
ownership
in
the
public
company
on a
fully diluted basis (a calculation which includes all outstanding warrants
and
options being exercised).
F.
The
addresses for all Royalty Payments, including the Guaranteed Minimum Royalty
shall be as follows:
| (1) |
*%
of the initial Guaranteed Minimum Royalty payable upon execution
hereof
together with a stock certificate representing *% of the total outstanding
shares of OmniReliant and *% of all other royalties payable hereunder
to:
|
KHR
Licensing Company, Inc.
000
Xxxxx
Xxxxx Xxxxx,
0xx
Xxxxx,
Xxxxxxx
Xxxxx, XX 00000
| (2) |
*%
of the initial Guaranteed Minimum Royalty (which does not include
any
remuneration that Licensor is receiving from Licensee in stock benefits)
payable upon
execution hereof and *% of all other royalties to:
|
GLMAC
0000
XX
000xx
Xxxxxx
Xxxxx
000
Xxxxxxxx,
Xx. 00000
Attn
:
Xx. Xxxxxx Xxxxxxx
ARTICLE
10
Advertising
Licensee
agrees to spend in the United States for "consumer advertising" (as defined
below) *% of Net Sales during each Annual Period.
For
the
other markets in the Territory, Licensee or its distributors will jointly spend
not less than *% of Net Sales in such markets during each
Annual
Period.
For
purposes of television shopping networks, one-half (1/2) of the wholesale sales
to television shopping networks shall be attributable to consumer
advertising.
9
"Consumer
Advertising" shall be understood to include,
but not
be limited to,
newspapers, magazines, television, live
television shopping, infomercials,
radio, billboards (including related artwork and production charges
for
these
five categories), retailer demonstration charges, retailer's catalogues,
gifts-with-purchase including the gift aspect of value sets, direct mail,
remittance envelopes, blow-ins, billing inserts (both scented and unscented),
product samples, free goods (including those to Licensor for events and other
public relation activities), window and counter displays (including testers,
dummies, counter cards and other visual aids), special events, contests,
publicity and promotions and cooperative advertising.
Licensor understands
the critical importance of live appearances on television shopping networks
and
infomercial production sessions. Therefore, Licensor undertakes
at Licensee's request to make Ms. Xxxxx Xxxxxx ("KH") available during
each year of the term of this Agreement at
reasonable intervals and for reasonable periods (which shall involve a maximum
of eight
(8)
appearances of three (3) days each, exclusive of travel, for television shopping
appearances, two (2) appearances of two (2) days each for infomercial production
and two (2) appearances of one (1) day each for other personal
appearances.
Licensee shall also be entitled to the use of KH's likeness for advertising
and
promotional purposes upon Licensor's
prior written approval first being obtained in each instance, which approval
shall not be unreasonably withheld or delayed. Licensor shall make every
reasonable effort, in light of KH's busy schedule, at the request of the
Licensee, to arrange for KH's cooperation for publicity launch parties, personal
appearances and radio and TV interviews (which shall be included in KH's
obligations of eight
(8), two (2)
and
two
(2)
appearances discussed above). Licensee shall reimburse Licensor for the
reasonable costs involved in providing KH plus one other individual, selected
by
Licensor, if they wish to attend, with first-class travel, lodging, food and
other related expenses, which shall include the cost of hair, makeup and
security personnel, mutually agreed upon in advance of each appearance attended
by KH at Licensee's request. If KH fails to appear for a scheduled Licensor
approved event, Licensee will have the right to deduct up to $* of its
non-refundable out of pocket expenses incurred in connection with such specific
event from the Sales Royalty. The failure to appear at a scheduled event could
have a material adverse effect on the Licensee's ability to market the Licensed
Products.
ARTICLE
11
Sales
Statement; Books and Records; Audits
A. Sales
Statement.
Licensee
shall deliver to Licensor at the time each Sales Royalty payment is due, a
reasonably detailed report signed by a duly authorized officer of Licensee
indicating by quarter the Net Sales and a computation of the amount of Sales.
Such statement shall be furnished to Licensor whether or not any Royalties
are
payable hereunder for said period or whether any Licensed Products have been
sold during the period of which such statement is due. Licensee shall deliver
to
Licensor, not later than ninety (90) days after the close of each Annual Period
during the Term (or portion thereof in the event of prior termination for any
reason), a statement signed by a duly authorized officer relating to said entire
Annual Period, setting forth the same information required to be submitted
by
Licensee in accordance with the first Section of this Article and also setting
forth the information concerning expenditures for the advertising and promotion
of Licensed Products during such Annual Period required by Article 10
hereof.
10
B. Books
and Records; Audits.
Licensee shall prepare and maintain, in such manner as will allow its
accountants to audit same in accordance with generally accepted accounting
principles, complete and accurate books of account and records (specifically
including without limitation the originals or copies of documents supporting
entries in the books of account) in which accurate entries will be made covering
all transactions, including advertising expenditures, arising out of or relating
to this Agreement. Licensee shall keep separate general ledger accounts for
such
matters that do not include matters or sales related to this Agreement. Licensor
and its duly authorized representatives shall have the right, for the duration
of this Agreement and for one (1) year thereafter, during regular business
hours
and upon seven (7) business days advance notice (unless a shorter period is
appropriate in the circumstances), to audit said books of account and records
and examine all other documents and material in the possession or under the
control of Licensee with respect to the subject matter and the terms of this
Agreement, including, without limitation, invoices, credits and shipping
documents, and to make copies of any and all of the above. All such books of
account, records, documents and materials shall be kept available by Licensee
for at least two (2) years after the end of the Annual Period to which they
relate. If, as a result of any audit of Licensee's books and records, it is
shown that Licensee's payments were less than the amount which should have
been
paid by an amount equal to *% or more of the payments actually made with respect
to sales occurring during the period in question, Licensee shall reimburse
Licensor for the cost of such audit and shall make all payments required to
be
made (along with accrued interest at the rate of *%)) to eliminate any
discrepancy revealed by said audit within ten (10) days after Licensor's demand
therefore.
ARTICLE
12
Indemnification
and Insurance
A.
Indemnification of Licensor.
Licensee of hereby agrees to save and hold Licensor, Xxxxx Xxxxxx and its agents
harmless of and from and to indemnify them against any and all claims, suits,
injuries, losses, liability, demands, damages and expenses (including, subject
to sub paragraph D below, Licensor's reasonable attorneys' fees and expenses)
which Licensor or Xxxxx Xxxxxx may incur or be obligated to pay, or for which
either may become liable or be compelled to pay in any action, claim or
proceeding against it, for or by reason of any acts, whether of omission or
commission, that may be committed or suffered by Licensee or any of its
servants, agents or employees in connection with Licensee's performance of
this
Agreement, including but not limited to those arising out of: (i) the alleged
defect in any Licensed Product produced by Licensee under this Agreement; (ii)
the manufacture, labeling, sale, distribution or advertisement of any Licensed
Product by Licensee in violation of any national, state or local law or
regulation or the breach of Article 5 hereof; (iii) any allegations of any
nature and kind with regard to the advertisement, distribution and sale of
Licensed Products.. The provisions of this Section and Licensee's obligations
hereunder shall survive the expiration or termination of this
Agreement.
11
B. Insurance
Policy.
Licensee shall procure and maintain at its own expense in full force and effect
at all times during which Licensed Products are being sold, with a responsible
insurance carrier acceptable to Licensor, a public liability insurance policy
including products liability coverage with respect to Licensed Products with
a
limit of liability not less than Two Million Dollars ($2,000,000). The liability
coverage shall increase to a maximum amount of Three Million Dollars
($3,000,000) when sales of Licensed Products equal or exceed $10,000,000
annually. It shall be acceptable if such coverage is provided by a product
liability policy and an additional umbrella policy. Such insurance policies
shall be written for the benefit of Licensee and Licensor and shall provide
for
at least thirty (30) days prior written notice to the Parties of the
cancellation or substantial modification thereof. Licensor
and Ms.
Xxxxx Xxxxxx
shall
be
named as additional insured parties on each such policy. Such insurance may
be
obtained by Licensee in conjunction with a policy which covers products other
than Licensed Products.
C. Evidence
of Insurance.
Licensee shall, from time to time upon reasonable request by Licensor, promptly
furnish or cause to be furnished to Licensor evidence in the form and substance
reasonably
satisfactory
to Licensor of the maintenance of the insurance required by subsection B
above,
including, but not limited to, copies of policies, certificates of insurance
(with applicable riders and endorsements) and proof of premium payments. Nothing
contained in this Section shall be deemed to limit in any way the
indemnification provisions of the sub Section A above.
D. Notice.
Licensor will give Licensee notice of any action, claim, suit or proceeding
in
respect of which indemnification may be sought and Licensee shall defend such
action, claim, suit or proceeding on behalf of Licensor. In the event
appropriate action is not taken by Licensee within thirty (30) days after its
receipt of notice from Licensor, then Licensor shall have the right, but not
the
obligation, to defend such action, claim, suit or proceeding. Licensor may,
subject to Licensee's indemnity obligation under sub Section A above, be
represented by its own counsel in any such action, claim, suit or proceeding.
In
any case, the Licensor and the Licensee shall keep each other fully advised
of
all developments and shall cooperate fully with each other in all respects
in
connection with any such defense as is made. Nothing contained in this sub
Section shall be deemed to limit in any way the indemnification provisions
of
the sub Section A above except that in the event appropriate action is being
taken by Licensee, by counsel reasonably acceptable to Licensor, with respect
to
any not-trademark or intellectual property action, claim, suit or proceeding,
Licensor shall not be permitted to seek indemnification from Licensee for
attorneys' fees and expenses incurred without the consent of Licensee. In
connection with the aforesaid actions, claims and proceedings, the parties
shall, where no conflict of interest exists, seek to be represented by common
reasonably acceptable counsel.
In connection with actions, claims or proceedings involving trademark or other
intellectual property matters which are subject to indemnification hereunder,
Licensor shall at all times be entitled to be represented by its own counsel,
for whose reasonable fees and disbursements it shall be entitled to
indemnification hereunder.
12
ARTICLE
13
The
Licensed Marks
A. Licensee
shall not join any name or names with the Licensed Marks so as to form a new
xxxx without the prior written consent of Licensor,
which
shall not be unreasonably withheld.
Licensee acknowledges the validity of the
Licensed Marks, the secondary meaning associated with the Licensed Marks and
the
rights of Licensor with respect to the Licensed Marks in the Territory in any
form or embodiment thereof and the goodwill attached or which shall become
attached to the Licensed Marks in connection with the business and goods in
relation to which the same has been, is or shall be used. Sales by Licensee
shall be deemed to have been made by Licensor for purposes of trademark
registration and all uses of the Licensed Marks by Licensee shall inure to
the
benefit of Licensor. Licensee shall not, at any time, do or suffer to be done,
any act or thing which may in any way adversely affect any rights of Licensor
in
and to the Licensed Marks or any registrations thereof or which, directly or
indirectly, may reduce the value of the Licensed Marks or detract
from
their
reputation. Licensee will use its best efforts to distribute Licensed Products
in the proper channels comparable to those of the brands outlined in Article
7 A
(i) herein.
B. At
Licensor's request, Licensee shall execute any documents, including Registered
User Agreements, reasonably required by Licensor to confirm the respective
rights of Licensor in and to the Licensed Marks in each jurisdiction in the
Territory and the respective rights of Licensor and Licensee pursuant to this
Agreement. Licensee shall cooperate with Licensor, in connection with the filing
and the prosecution by Licensor of applications to register or renew the
Licensed Marks in International Class 3 for Licensed Products sold hereunder
in
each jurisdiction in the Territory where Licensee has reasonably requested
the
same. Such filings and prosecution outside the U.S. shall be in the name of
Mr.
Xxxxxxx Xxxxxx or Licensor, as Licensor shall so decide, the expense of which
will be fully paid by Licensor.
Nothing
contained herein shall obligate Licensor to prosecute any trademark application
outside the U.S. which is opposed or rejected in any country after the
application is filed, provided, however, that any such prosecution shall go
forward if (a) Licensee requests same; (b) Licensee
and
Licensor share the costs for
same
directly; and (c) such prosecution is in Licensor's name and directed by
Licensor. Licensor shall cooperate fully with any such prosecution.
C. Licensee
shall use the Licensed Marks in each jurisdiction in the Territory strictly
in
compliance with the legal requirements obtained therein and shall use such
markings in connection therewith as may be required by applicable legal
provisions. Licensee shall cause to appear on all Licensed Products and on
all
materials on or in connection with which the Licensed Marks are used, such
legends, markings and notices as may be reasonably necessary in order to give
appropriate notice of any trademark, trade name or other rights therein or
pertaining thereto.
13
D. Licensee
shall never challenge the validity of the Licensed Marks or any application
for
registration or registration thereof or any rights of Licensor therein. The
foregoing shall not be deemed to prevent Licensee from asserting, as a defense
to a claim of breach of contract brought against Licensee by Licensor for
failure to perform its obligations hereunder, that its ceasing performance
under
this Agreement was based upon Licensor's failure to own the Licensed Marks
in
the United States of America, provided that it is established in a court of
law
that Licensor does not own the Licensed Marks, that the Licensed Marks are
owned
by a third party so as to preclude the grant of the license provided herein.
E. In
the
event that Licensee learns of any infringement or imitation of the Licensed
Marks or of any use by any person of a trademark similar to the Licensed Marks,
it promptly shall notify Licensor thereof. In no event, however, shall Licensor
be required to take any action if it deems it inadvisable to do so.
F. Licensor
shall be
required to protect, indemnify and hold
Licensee harmless against, or be liable to Licensee for, any liabilities,
losses, expenses or damages which may be suffered or incurred by Licensee as
a
result of any infringement or allegation thereof by any other person, firm
or
corporation, other than by reason of Licensor's breach of the representations
made and obligations assumed herein. Licensor and Ms. Xxxxx Xxxxxx make no
warranties or representations as to the registrability of the Licensed Marks
in
the various worldwide trademark offices in the Territory, except that Licensor
warrants and represents that a trademark application will be filed for the
Licensed Xxxx in the United States Patent and Trademark Office in International
Class 3. Licensor and Ms. Xxxxx Xxxxxx warrant and represent that they are
not
aware of any registrations or pending applications in International Class 3,
or
otherwise, that would preclude or restrict Licensee from selling the Licensed
Products anywhere in the Territory.
ARTICLE
14
Defaults;
Termination
A. The
following conditions and occurrences shall constitute "Events of Default" by
Licensee:
| 1. |
the
failure to pay Licensor the full amount due it under any of the provisions
of this Agreement by the prescribed date for such payment;
|
| 2. |
the
failure to deliver full and accurate reports pursuant to any of the
provisions of this Agreement by the prescribed due date therefore;
|
14
| 3. |
the
making or furnishing of a knowingly false statement in connection
with or
as part of any material aspect of a report, notice or request rendered
pursuant to this Agreement;
|
| 4. |
the
failure to maintain the insurance required by Article 12;
|
| 5. |
use
of the Licensed Marks in an unauthorized or unapproved manner;
|
| 6. |
Licensee's
use of other trademarks in association with the Licensed Products,
without
prior written consent of Licensor;
|
| 7. |
the
commencement against Licensee of any proceeding in bankruptcy, or
similar
law, seeking reorganization, liquidation, dissolution, arrangement,
readjustment, discharge of debt, or seeking the appointment of a
receiver,
trustee or custodian of all or any substantial part of Licensee's
property, not dismissed within sixty (60) days, or Licensee's making
of an
assignment for the benefit of creditors, filing of a bankruptcy petition,
its acknowledgment of its insolvency or inability to pay debts, or
taking
advantage of any other provision of the bankruptcy laws;
|
| 8. |
the
material breach of any other material promise or agreement made
herein.
|
B. In
the
event Licensee fails to cure (i) an Event of Default within thirty (30) days
after written notice of default is transmitted to Licensee under Article 14A.3,
A.5, A.6, or A.7; or (ii) Licensee fails to cure any other Event of Default
within sixty (60) days after written notice of default is transmitted to
Licensee or within such further period as Licensor may allow, this Agreement
shall, at Licensor's option, be terminated, on notice to Licensee, without
prejudice to Licensor's right to receive other payments due or owing to Licensor
under this Agreement or to any other right of Licensor, including the right
to
damages and/or equitable relief,
except
with respect to a failure to make all of the payments due under paragraph A
of
this Article 14, which shall only give rise to a right of termination and the
payment of a termination fee of $100,000 by Licensor and not a right to
recover
Guaranteed Minimum Royalties.
C. Upon
the
termination of this Agreement; or, in the event this Agreement is not renewed
as
provided in Article 4 above; or, in the event of the termination or expiration
of a renewal term of this Agreement, Licensee, except as specified below, will
immediately discontinue use of the Licensed Marks, will not resume the use
thereof or adopt any colorable imitation of the Licensed Marks or any of part
thereof, will promptly deliver and convey to Licensor (free of all liens and
encumbrances) (i) all plates, engravings, silk-screens, or the like used to
make
or reproduce the Licensed Marks, and (ii) all items affixed with likeness or
reproductions of the Licensed Xxxx, whether Licensed Products, labels, bags,
hangers, tags or otherwise, and, upon request by Licensor, will assign to
Licensor such rights as Licensee may have acquired in the Licensed Marks. In
the
event that this Agreement expires or is terminated by Licensor due to Licensee's
default, Licensor shall have an option, but not an obligation, to purchase
any
bottle molds and tooling for the Licensed Products, free of all liens and other
encumbrances, at a price equal to Licensee's cost for same established by
submission of xxxx(s) from supplier and satisfactory proof of payment for same.
Licensor shall pay such cost as follows: 50% at closing and the balance paid
by
six (6) equal monthly payments. Licensor shall, at the time it exercises its
purchase option, enter into a security agreement with Licensee with respect
to
the molds, which shall entitle Licensee to foreclose on its security interest
in
the molds in the event Licensor fails to make any installment payments due
within fifteen (15) days after receiving notice of default. Licensor shall
exercise its aforesaid option within thirty (30) days after Licensee's
submission of documents establishing the cost thereof. Notwithstanding the
foregoing, if Licensor has terminated this Agreement due to Licensee's default,
Licensor, at its option, shall be entitled, in exercising its purchase option,
to deduct from the cost price an amount equal to the sales and guaranteed
minimum royalties Licensor is entitled to recover, for which deduction Licensee
shall receive a credit. In the event Licensor exercises its aforesaid option,
Licensee shall be precluded forever from using the bottle molds or tools and
from selling or otherwise transferring or licensing any rights whatsoever in
the
molds or tools to any third party. In the event that Licensor does not exercise
its aforesaid option, Licensee shall not use the bottle molds or tools or sell
or otherwise transfer or license any rights whatsoever in the bottle mold or
tools to any third party for a period of two (2) years after the date of
termination of the Agreement. In the event of any permitted use of the bottle
mold and/or tools by Licensee, Licensee shall not use in connection therewith
the Licensed Xxxx, any trademark confusingly similar thereto, any trade dress
associated with the Licensed Products, any advertising or promotional materials
used in connection with the Licensed Products or any other markings or materials
which would cause a reasonable consumer to believe that any new items sold
using
the bottle mold and tools are authorized by Licensor or in some way associated
with the Licensed Marks. Any permitted sale or license of the bottle molds
and/or tools by Licensee shall prohibit in writing the purchaser or licensee
from using the Licensed Marks, and any confusingly similar trademarks and any
such trade dress, advertising, promotional materials, markings or other
materials and shall expressly make Licensor a third party beneficiary of such
provision.
15
ARTICLE
15
Rights
on Expiration or Termination
A. If
this
Agreement expires or is terminated, Licensee shall cease to manufacture Licensed
Products (except for work in process or to balance component inventory) but
shall be entitled, for an additional period of twelve (12) months only, on
a
non-exclusive basis, to sell and dispose of its inventory subject, however,
to
the provisions of Article 9. Such sales shall be made subject to all of the
provisions of this Agreement and to an accounting for and the payment of Sales
Royalties thereon but not to the payment of Guaranteed Minimum Royalties. Such
accounting and payment shall be made monthly.
16
B. In
the
event of termination in accordance with Article 14 above, Licensee shall pay
to
Licensor, the Sales Royalty then owed to it pursuant to this Agreement or
otherwise.
C.
Notwithstanding
any termination in accordance with Article 14 above, Licensor shall have and
hereby reserve all rights and remedies which it has, or which are granted to
it
by operation of law, to enjoin the unlawful or unauthorized use of the Licensed
Xxxx, and to collect royalties payable by Licensee pursuant to this Agreement
and to be compensated for damages for the breach of this Agreement.
D. Upon
the
expiration or termination of this Agreement, Licensee shall deliver to Licensor
a complete and accurate schedule of Licensee's inventory of Licensed Products
and of related work in process then on hand (including any such items held
by
Subsidiaries, Affiliates or others on behalf of Licensee) (hereinafter referred
to as "Inventory”). Such schedule shall be prepared as of the close of business
on the date of such expiration or termination and shall reflect Licensee's
cost
of each such item. Notwithstanding anything contained to the contrary in this
Agreement, Licensor thereupon shall have the option, exercisable by notice
in
writing delivered to Licensee within thirty (30) days after its receipt of
the
complete Inventory schedule, to purchase any or the entire Inventory, free
of
all liens and other encumbrances, for an amount equal to Licensee's cost plus
*%. In the event such notice is sent by Licensor, Licensee shall deliver to
Licensor or its designee all of the Inventory referred to therein within thirty
(30) days after Licensor's said notice and, in respect of any Inventory so
purchased, assign to Licensor all then outstanding orders from Licensee to
its
suppliers and to Licensee from its customers. Licensor shall pay Licensee for
such Inventory within twenty (20) days after the delivery of such Inventory
to
Licensor. No Sales Royalty shall be payable to Licensor with respect to the
Inventory purchased by Licensor.
ARTICLE
16
Sublicensing
and Distribution
A. The
performance of Licensee hereunder is of a personal nature. Therefore, neither
this Agreement nor the License or other rights granted hereunder may be
assigned, sublicensed or transferred by Licensee, whether to a Subsidiary,
Affiliate or unrelated third-party except by prior written approval of Licensor,
which approval will not be unreasonably withheld. However, any assignment of
this Agreement or the rights granted hereunder must be to an entity with equal
or superior financial strength to Licensee,
unless
Licensor agrees otherwise.
B. Notwithstanding
anything contained to the contrary in this Agreement, this Agreement shall
not
terminate if Licensee is merged or otherwise consolidated into another entity
which is the surviving entity of equal or superior financial strength.
C. Licensee
shall be entitled to use distributors in connection with its sale of Licensed
Products under this Agreement without approval of Licensor. No such distributor,
however, shall be entitled to exercise any of Licensee's rights hereunder except
for the manufacture and sale of Licensed Products which have been approved
by
Licensor hereunder.
17
ARTICLE
17
Miscellaneous
A. Representations.
The
parties respectively represent and warrant that they have full right, power
and
authority to enter into this Agreement and perform all of their obligations
hereunder and that they are under no legal impediment which would prevent their
signing this Agreement or consummating the same. Licensor represents and
warrants that it has the right to license the Licensed Xxxx and that Licensor
has not granted any other existing license to use the Licensed Xxxx on products
covered hereunder in the Territory and that no such license will be granted
during the Term of this Agreement except in accordance with the provisions
hereof.
B.
Licensor's
Rights.
Not
withstanding anything to the contrary contained in this Agreement, Licensor
shall not have the right to negotiate or enter into agreements with third
parties pursuant to which it may grant a license to use the Licensed Marks
in
connection with the manufacture, distribution and/or sale of products covered
hereunder in the Territory or provide consultation and design services with
respect to such products in the Territory prior to the termination or expiration
of this Agreement.
C. Governing
Law; Entire Agreement.
This
Agreement shall be construed and interpreted in accordance with the laws of
the
State of the
defendant, either California
or
Florida,
applicable to agreements made and to be performed in said State, contains the
entire understanding and agreement between the parties hereto with respect
to
the subject matter hereof, supersedes all prior oral or written understandings
and agreements relating thereto and may not be modified, discharged or
terminated, nor may any of the provisions hereof be waived, orally. Any
legal
action must be brought in the State of the defendant, either California for
Licensor or Florida for Licensee.
D. No
Agency.
Nothing
herein contained shall be construed to constitute the parties hereto as partners
or as joint venturers, or either as agent of the other, and Licensee shall
have
no power to obligate or bind Licensor in any manner whatsoever.
E. No
Waiver.
No
waiver by either party, whether express or implied, of any provision of this
Agreement, or of any breach or default thereof, shall constitute a continuing
waiver of such provision or of any other provision of this Agreement. Acceptance
of payments by Licensor shall not be deemed a waiver by Licensor of any
violation of or default under any of the provisions of this Agreement by
Licensee.
F. Void
Provisions.
If any
provision or any portion of any provision of this Agreement shall be held to
be
void or unenforceable, the remaining provisions of this Agreement and the
remaining portion of any provision held void or unenforceable in part shall
continue in full force and effect.
18
G. Construction.
This
Agreement shall be construed without regard to any presumption or other rule
requiring construction against the party causing this Agreement to be drafted.
If any words or phrases in this Agreement shall have been stricken out or
otherwise eliminated, whether or not any other words or phrases have been added,
this Agreement shall be construed as if those words or phrases were never
included in this Agreement, and no implication or inference shall be drawn
from
the fact that the words or phrases were so stricken out or otherwise eliminated.
H. Force
Majeure.
Neither
party hereto shall be liable to the other for delay in any performance or for
the failure to render any performance under the Agreement (other than payment
to
any accrued obligation for the payment of money) when such delay or failure
is
by reason of lockouts, strikes, riots, fires, explosions, blockade, civil
commotion, epidemic, insurrection, war or warlike conditions, the elements,
embargoes, act of God or the public enemy, compliance with any law, regulation
or other governmental order, whether or not valid, or other similar causes
beyond the control of the party effected. The party claiming to be so affected
shall give notice to the other party promptly after it learns of the occurrence
of said event and of the adverse results thereof. Such notice shall set forth
the nature and extent of the event. The delay or failure shall not be excused
unless such notice is so given. Notwithstanding any other provision of this
Agreement, either party may terminate this Agreement if the other party is
unable to perform any or all of its obligations hereunder for a period of six
(6) months by reason of said event as if the date of termination were the date
set forth herein as the expiration date hereof. If either party elects to
terminate this Agreement under this paragraph, Licensee shall have no further
obligations for the Guaranteed Minimum Royalties beyond the date of termination
(which shall be prorated if less than an Annual Period is involved) and shall
be
obligated to pay any Sales Royalty which is then due or becomes due.
I. Binding
Effect.
This
Agreement shall inure to the benefit of and shall be binding upon the parties,
their respective successors, Licensor's transferees and assigns and Licensee's
permitted transferees and assigns.
J. Resolution
of Disputes.
Any
controversy or claim arising out of, in connection with, or relating to this
Agreement, shall be determined by arbitration by a three person arbitration
panel at the office of the American Arbitration Association. Both Parties shall
share equally the cost of such arbitration (except each shall bear its own
attorney's fees). Any decision rendered by the arbitrators shall be final and
binding, and judgment may be entered in any court having jurisdiction.
K. Consolidation.
Notwithstanding anything contained to the contrary in this Agreement (i) this
Agreement shall not terminate if Licensor is merged or otherwise consolidated
into another entity which is the surviving entity; and, (ii) Licensor shall
be
entitled to assign this Agreement to any Corporation to which the Trademark
is
assigned.
19
L. Survival.
The
provisions of Licensed Products in Sections 11, 12A, 12D, 13, 15, 16, and 17
shall survive any expiration or termination of this Agreement.
M. Paragraph
Headings.
The
paragraph headings in this Agreement are for convenience of reference only
and
shall be given no substantive effect.
ARTICLE
18
Notices
Any
notice or other communications required or permitted by this Agreement to be
given to a party will be in writing and will be considered to be duly given
when
sent by any recognized overnight courier service to the party concerned to
the
following persons at their stated addresses (or to such other persons or
addresses as a party may specify by notice to the other):
| To Licensor: |
Xxxxxxx & Xxxxx Xxxxxx
000 Xxxxx Xxxxx Xx. 0xx Xxxxx,
Xxxxxxx Xxxxx, XX 00000
Xxxx0000@xxx.xxx
|
|
| With a copy to: |
Xxxxxx X. Xxxxxx, Esq.,
Xxxxxx & Xxxxxx, LLP
000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000
Tel:
000-000-0000; Fax: 000-000-0000.
XXxxxxx@XxxxxxXxxxxx.xxx
|
|
| and: |
GLMAC
0000
XX 000xx
Xxxxxx
Xxxxx
000
Xxxxxxxx,
Xx. 00000
Attn:
Xx. Xxxxxx Xxxxxxx
xxxxxxx@xxxxx.xxx
|
|
| To Licensee: | OmniReliant
Corp.
0000
Xxxxxxxxxx Xxxx.,
Xxxxx
000
Xxxxx,
Xxxxxxx 00000
|
20
| With a copy to: |
Xxxxxx
Xxxxxxxx, Esq.
Xxxxx
XxXxxxxx
000
X. Xxxxxxx Xxxxxx
Xxxxx
0000
Xxxxx,
Xxxxxxx 00000
Tel:
000-000-0000 Fax: 000-000-0000
Xxxxx.Xxxxxxx@xxxxx.xxx
|
Notice
of
the change of any such address shall be duly given by either party
to
the other in the manner herein provided.
EXECUTED
on the
day and year first written above:
| OMNIRELIANT CORP. | ||
| |
|
|
| By: | ||
|
Xxxxx X. Xxxxxxxx, President |
||
| KRH LICENSING COMPANY, LLC | ||
| |
|
|
| By: | ||
|
Xxxxxxx Xxxxxx, President |
||
Ms.
Xxxxx
Xxxxxx warrants and represents that should there be a successor entity to the
rights to the XXXXX XXXXXX trademark, such successor shall assume the
obligations and succeed to the rights of the Licensor and the rights of Licensee
shall continue unaffected.
ACKNOWLEDGE
and APPROVED:
Xxxxx
Xxxxxx
Dated:
October ___, 2006
21
