Exhibit 10.19
MEMORANDUM OF UNDERSTANDING DATED APRIL 14, 1997
BETWEEN THE COMPANY AND XXXX SPORTS CORP.
[INFORMATION PLACED IN BRACKETS [ ] HAS BEEN
OMITTED IN ACCORDANCE WITH A CONFIDENTIAL
TREATMENT REQUEST PURSUANT TO RULE 406 AND
HAS BEEN FILED SEPARATELY WITH THE COMMISSION
Xxxxxx/Xxxx Sports MOU
Page 2 of 2
Memorandum of Understanding
between
Xxxxxx Technologies, Inc.
and
Xxxx Sports Corporation
April 14, 1997
The Parties hereto agree to establish a License Agreement in order to provide
Xxxx Sports (hereinafter "Xxxx") with certain rights to develop and sell
selected products that incorporate Xxxxxx'x patented ComforTemp(TM) foams and
THERMASORB(TM) thermal additives (hereinafter "the Technology"), subject to the
provisions and understandings which follow:
1. Scope of License - Xxxxxx grants Xxxx a two (2) year exclusive license to
make, use, and sell Snow Board and Ski Helmets incorporating the Technology into
the worldwide marketplace.
2. License Fee - In return for the exclusive License granted above and in lieu
of an up-front License fee, Xxxx agrees to perform each of the following
actions:
a) Design and produce at least one style (SKU) of snowboarding helmet
incorporating COMFORTEMP(TM) for inclusion in the 1997 product line,
b) Design and incorporate COMFORTEMP(TM) into all other snowboarding and premium
ski helmets, including the children's line, for the 1997 mid-season or the 1998
product line, and
c) Aggressively promote the sale of these licensed products by, at a minimum:
o prominently displaying the COMFORTEMP(TM) helmets at all applicable winter
sports industry trade shows;
o including the COMFORTEMP(TM) helmet as part of any Xxxx-sponsored skiing
events/tours with COMFORTEMP(TM) prominently featured in promotional
materials as provided by Xxxx and approved by Xxxx;
o prominently featuring the COMFORTEMP(TM) logo in all advertising, brochures
and promotional literatuRe that includes the Licensed product. Xxxx agrees
to spend not less than $25,000 US on "advertising" (i.e., media insertions,
point of purchase signage, brochures, creative products costs) for
COMFORTEMP(TM) based products;
o prominently displaying the COMFORTEMP(TM) hangtag (provided by Xxxxxx) on
all Xxxx helmets sold containing COMFORTEMP(TM);
o featuring COMFORTEMP(TM) in all consumer advertising related to Xxxx
helmets containing COMFORTEMP(TM).
Xxxxxx/Xxxx Sports MOU
Page 3 of 2
3. Royalties - In addition to the above, Xxxx agrees to pay Xxxxxx a royalty on
[This information has been omitted in accordance with a Confidential Treatment
Request and has been filed separately with the Commission.]:
[This information has been omitted in accordance with a Confidential Treatment
Request and has been filed separately with the Commission.
]
The royalties are to be paid to Xxxxxx within thirty days following the end of
each calendar quarter.
4. Sole Source Supply - The Parties hereto agree that Xxxxxx will be sole source
of supply for all Thermasorb(TM) additives and/or COMFORTEMP(TM) foams that may
be required by Xxxx, their subcontractors and/or affiliates to support product
development efforts and production requirements for the ski and snowboard
helmets.
5. Purchase Requirements - Upon signing of the License, Xxxx agrees to place
purchase orders for each type of COMFORTEMP required (i.e., COMFORTEMP(TM)
50T83, 50T65, etc.). The purchase orders shall reflect volume brackets, pricing,
minimum purchase requirements and minimum delivery requirements in accordance
with [This information has been omitted in accordance with a Confidential
Treatment Request and has been filed separately with the Commission.]
6. Delivery Of Product - In order to protect production lead times and customer
requirements, Xxxx shall maintain an adequate inventory of COMFORTEMP(TM) on
hand to support all orders due within ninety (90) days. All POs will be issued
to Xxxxxx by Xxxx not less than ninety (90) days preceding Xxxx'x on-dock need
dates.
7. Intellectual Property - All Technology licensed to Xxxx under this Agreement
remains the exclusive intellectual property of Xxxxxx for the commercial life of
the Technology. However, if the Parties jointly develop, or Xxxx develops
independently, patentable intellectual property related to the licensed
Technology during the term of this License, then that Technology will become
part of this Agreement with the License thereto granted to Xxxx in accordance
with the License provisions in effect at that time.
8. Best Effort Support - Both Parties hereto agree to support new product
development, new product introduction, promotion and sales of all licensed
products incorporating the Technology with the best efforts of the Parties. This
will include the active introduction of new products containing the Technology
by Xxxx and the reasonable support by Xxxxxx of Xxxx products containing the
Technology. Xxxxxx agrees to support Xxxx at not less than two sales
Xxxxxx/Xxxx Sports MOU
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presentations and trade shows in order to answer any technical questions that
potential customers may have.
XXXXXX TECHNOLOGIES, INC. XXXX SPORTS, INC.
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxx Sports, Inc.
--------------------------------------- ----------------------------------
Xxxx Xxxxxx, Chief Executive Officer
Xxxxxx/Xxxx Sports MOU
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Attachment A
XXXXXX TECHNOLOGIES, INC.
[This information has been omitted in accordance with a Confidential Treatment
Request and has been filed separately with the Commission.
]
