Trademark License Contract
Exhibit
10.13
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Licensor:
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Xx Xxxxxxxx (hereinafter
referred to as “Party
A”);
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Licensee:
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Jinjiang
Yinglin Jinduren Dress Co., Ltd. (hereinafter referred to
as “Party
B”)
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Whereas:
1. Party
A is the legal and registered owner of the registered trademark “罗纳贝克” & design
with the registered number 3871951;
2. Party
A agrees to irrevocably grant Party B and its subsidiaries (collectively, the
“Party B”) a license to use the aforesaid trademark for free in People’s
Republic of China (the “PRC”, in this contract, excluding Hong Kong, Macau and
Taiwan).
Therefore,
for the purpose of specifying rights and obligations of both Party A and Party
B, in accordance with relevant provisions of the Trademark Law of the People’s
Republic of China and its Implementation Rules, Party A
and Party B, on the basis of mutual
consultations, have entered into the following contract (this “Contract”) as to the trademark
license (the “Trademark
License”):
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I.
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The trademark licensed by Party A
(the “Licensed
Trademark”) has been
approved by and registered with the Trademark Office of State
Administration of Industry and Commerce of PRC (the “Trademark
Office”), details of
which are set out as
follows:
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Serial number of the
licensed trademark: No. 3871951
Classifications: 25
Scope of
Merchandise: apparel, shoes and hats
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II.
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Scope of
License. Party B is authorized
to use the Licensed Trademark on the products, product packaging,
advertisement and promotion, descriptions and other
applications.
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III.
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Term of the
Trademark License. Subject to the provisions set
forth in Sections VII and VIII below, the term of the Trademark License
under this Contract is
perpetual.
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IV.
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The Trademark
License under this Contract is royalty-free. Party B shall not have to pay
Party A for the Trademark
License.
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V.
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Rights and
Obligations of both Parties
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1.
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Rights
and obligations of Party A:
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(i)
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Party
A shall warrant the legality of the Licensed
Trademark;
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(ii)
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Party
A is obligated to promote Licensed Trademark in a proper manner so as to
strengthen the influence of Licensed
Trademark;
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1
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(iii)
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Party
A is obligated to assist local governments and Party B in taking actions
against tortious acts committed by other enterprises;
and
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(iv)
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Party
A shall have the right to supervise and inspect Party B in respect of the
use of Licensed Trademark and correct mistakes made by Party
B.
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2.
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Rights
and obligations of Party B
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(i)
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Party
B shall have the right to require Party A to cooperate in respect of
lawsuits and taking actions against tortious acts committed by other
enterprises;
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(ii)
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Party
B shall be entitled to promote products by means of Licensed Trademark
pursuant to the provisions of this Contract, and reasonably make the use
of the Licensed Trademark for the benefits of Party B and the subsidiaries
of Party B;
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(iii)
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Party
B shall be obligated to observe trademark use norms stipulated in this
Contract;
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(iv)
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Party
B shall be obligated to expose tortious acts committed by other
enterprises and to take action to effectively prevent these acts;
and
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(v)
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Party
B shall be obligated to protect the Licensed Trademark and observe
relevant provisions concerning trademark use as required by Party
A.
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VI.
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Trademark Use
Norms
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1.
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Party
B shall ensure the quality of products using the Licensed Trademark. Party
B shall indicate the manufacturer and place of production, etc. on
products using the Licensed Trademark. The products and
packaging using the Licensed Trademark shall be in compliance with
relevant laws and regulations.
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2.
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The
right to use the Licensed Trademark shall only be available to Party B and
the subsidiaries of Party B. Party B has no right to transfer
such right to any third party or permit any third party to use the
Licensed Trademark.
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3.
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Party
B shall be obligated to accept supervision and unscheduled inspection by
Party A in respect of the use of the Licensed
Trademark.
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4.
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In
the event that the products with the Licensed Trademark go beyond the
scope of the usage rights provided in this Contract or do not satisfy the
quality standards, such products shall not be released into
market.
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5.
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Party
B shall be obligated to protect the Licensed Trademark to keep it free
from infringement and actively cooperate with efforts to prevent tortious
acts.
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VII.
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Party
B shall be entitled to unilaterally rescind this Contract if Party A
commits any of the following actions; and in case of any loss sustained by
Party B therefrom, Party B shall be entitled to compensation from Party
A:
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1.
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failure
to maintain the legality of the Licensed
Trademark;
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2.
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failure
to cooperate with Party B on efforts to prevent fake products from using
the Licensed Trademark, which cause loss to Party
B.
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2
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VIII.
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Termination
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1.
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In
the event that any Party breaches any provisions of this Contract and such
breach conforms to the termination conditions, the other Party shall have
the right to terminate this
Contract;
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2.
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If
Party A terminates its existence, then this Contract shall
terminate.
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IX.
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Dispute Resolution and
Enforceability. This Contract is enforceable pursuant to
the relevant laws and regulations of PRC. Any dispute arising
from or in connection with this Contract shall be resolved first through
friendly negotiations; in case such dispute cannot be resolved through
negotiation, then it shall be submitted to the People’s Court located at
the registered address of Party A.
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X.
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Miscellaneous
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1.
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Party
A shall file this Contract within three (3) months from the signing date
to the Trademark Office; but the aforesaid filing shall not affect the
effectiveness of this Contract.
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2.
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This
Contract shall be signed in four originals and each party shall hold two
copies. This Contract shall come into effect after signing by the
representatives of both Parties, and this Contract is binding on both
Party A and Party B.
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Party
A:
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Wu
Qingging
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| /s/ Xx Xxxxxxxx |
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Xx
Xxxxxxxx
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Signing
Date: February 12, 2009
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Party
B:
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Jinjiang
Yinglin Jinduren Dress Co., Ltd.
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(seal)
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Authorized Representative (signature):
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/s/ Xx Xxxxxxxx
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Name:
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Xx
Xxxxxxxx
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Title:
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Executive
Director
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Signing
Date: February 12,
2009
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3
