Exhibit 10.3.1
PASIANO PUBLICATIONS INC.
00000 Xxxxxxx Xxxxx, Xxxxxx Xxxxx, XX 00000-0000
Tel. (000)000-0000 Fax (000)000-0000
DEALERSHIP AGREEMENT
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This agreement is made by and between PAISANO PUBLICATIONS, INC., a
California corporation with its principal place of business at 00000 Xxxxxxx
Xxxxx, Xxxxxx Xxxxx, Xxxxxxxxxx 00000 and EASYRIDERS OF FRESNO, hereafter
referred to as "Dealer".
1. Dealership Grant.
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Paisano grants to Dealer a non-transferable right to operate a full line
EASYRIDERS dealership in Fresno, California. This right includes the right to
offer, sell, advertise, promote, ship and otherwise distribute Paisano's
complete line of motorcycle apparel and accessories as are from time to time
available through the EASYRIDERS dealership catalogue. This right includes
the right to use the name and trademark EASYRIDERS as expressly approved by
Paisano in association with the dealership granted herein. The name and xxxx
EASYRIDERS will not be used in association with any other goods and services
other than those comprising the EASYRIDERS dealership program.
2. Scope of Exclusivity.
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As long as this agreement is in effect Paisano shall not license another
full line dealership in the Fresno, California area as that area is defined
from time to time by the United States Census Bureau.
3. Term of This Agreement.
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This agreement shall be effective upon the date of the signature of the
last signing party hereafter and shall automatically expire six (6) month
later unless sooner terminated in the accordance with the provisions hereafter
or unless extended in accordance with the provisions hereof.
4. Minimum Initial Inventory.
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Dealer agrees to purchase a minimum inventory of goods to become a full
line dealer. This minimum start-up inventory shall be in a quantity
determined by Paisano which in no event exceeds the quantity of product that a
reasonable businessman would have as start-up inventory and as necessary to
maintain a going inventory or supply sufficient to meet reasonably anticipated
demand.
5. Sales Territory.
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Dealer is not authorized to open any store other than at the location
approved by Paisano in Fresno, California. Dealer agrees that it will not
use, sell, advertise or promote EASYRIDERS goods offered under the dealership
program to customers and persons located outside of Fresno.
6. Payment of Invoices.
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Dealer shall pay all invoices from Paisano COD. Paisano represents to
Dealer that all prices offered herein for any of the goods purchased under the
EASYRIDERS full line dealership program are the bona fide wholesale price from
time to time in effect for all dealers in the United States. Shipping charges
may vary depending upon destination. Prices, terms, conditions and policies
are subject to change in accordance with Paisano's standard business
practices.
7. Repurchase of Inventory Upon Termination.
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In the event that Paisano terminates this Agreement prior to its six (6)
month expiration date, Paisano shall repurchase all re-stockable unsold
EASYRIDERS inventory of Dealer at cost.
8. Quality Standards.
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Dealer agrees that all usages of the EASYRIDERS name and xxxx at whatever
location shall be of such style, appearance and quality as to be suited to the
best advantage and to the protection and enhancement of the EASYRIDERS name
and xxxx and the good will pertaining thereto, and that Dealer's policies of
display, sale, distribution and promotion shall be of a high standard and
shall in no manner reflect adversely upon the good name or reputation of
Paisano, its EASYRIDERS name and xxxx, or any of its products or property.
Dealer shall at all times provide to Paisano, free of cost, for prior approval
a sample of all usages of the EASYRIDERS name and xxxx including by way of
example, signage, packaging, labels, containers, samples, trade dress,
promotional literature, brochures and advertisements. Any materials not
expressly disapproved by Paisano within ten business days after receipt by
Paisano shall be deemed to have been approved. After approval Dealer shall
not in any respect change the approved materials.
9. Termination and Extension.
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Paisano shall have the unilateral right to allow this Agreement to expire
by its own terms at the expiration of six (6) month or to extend it for any
additional time as determined by Paisano. Paisano may otherwise terminate
this Agreement at any time prior to its natural expiration, or during any such
extensions, provided that Dealer is in material breach and remains in material
breach even after thirty days notice from Paisano to cure said material breach
within said thirty day period. Upon receipt of any termination notice, Dealer
shall immediately deliver all inventory to Paisano for repurchase in
accordance with this contract, and Dealer shall not have any further right to
display, advertise, sell, offer, use or otherwise exploit the name or xxxx
EASYRIDERS in any fashion.
10. Right of Entry.
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Paisano shall have the right of entry upon twenty-four hours notice to
enter all business premises wherein the EASYRIDERS dealership is in operation
at any time during the term of this Agreement, or after its termination, to
monitor and remove all unauthorized usages of the name and xxxx EASYRIDERS and
other unauthorized indicia or representations of Dealer's association with
Paisano or any of its magazines. Dealer acknowledges that any unauthorized
use of Paisano's marks or names, at any time, or its failure to cease use of
the name or xxxx EASYRIDERS or any other rights granted hereunder after
termination will result in immediate and irreparable harm to Paisano. Dealer
acknowledges and admits that there is no adequate remedy at law and that
Paisano is entitled to equitable relief temporary and preliminary injunction
in addition to all other legal and equitable relief including to which Paisano
is entitled under this Agreement or under applicable law.
11. Indemnification and Insurance.
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Dealer shall at all times maintain liability insurance for its business
for not less than One Million Dollars ($1,000,000) for bodily injury and
property damage arising out of each occurrence naming Paisano as a co-insured,
and in a form and substance acceptable to Paisano. Such insurance policy
shall be provided to Paisano at least thirty days prior to its effective date
showing full compliance with these requirements. Dealer shall give immediate
notice to Paisano of any occurrence that actually does, or might reasonably be
expected to, result in a claim made against Dealer or Paisano. Dealer shall
fully defend and indemnify Paisano from all claims, damages, costs and
expenses including reasonable attorneys fees arising directly or indirectly
out of Dealer's operation of its business wherever located or otherwise
arising out of any action or omission of Dealer not emanating from Paisano.
Paisano does not warrant that Dealer's use of the name or xxxx EASYRIDERS is
noninfringing of any other name or xxxx.
12. Best Efforts.
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Dealer agrees to use its best efforts by maximizing the sales of goods
sold under the EASYRIDERS dealership program including its efforts to
continuously, diligently and competently sell, promote, inventory and supply
EASYRIDERS goods.
13. Relationship.
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Dealer and Paisano are not partners, joint ventures, principal/agent,
master/servant, employer/employee, and have no other relationship other than
that of licensor and licensee.
14. Cooperation.
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Dealer agrees to fully cooperate with Paisano for the purpose of securing
and protecting Paisano's interest in whatever form and wherever required.
Dealer hereby grants to Paisano an irrevocable power of attorney to sign on
behalf of Dealer any and all applications or other documents relating to
copyright, trademark or tradename protection and registration of works, names,
or marks in the name of Paisano.
15. Ownership.
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All marks, names, pictorial, graphics, sculptural and audio visual works,
designs, logos, characters, symbols and licenses or other works created or
conceived by Dealer and used in association with the name or xxxx EASYRIDERS
or any of the goods sold under the EASYRIDERS dealership program and their
related trade dress, containers and advertising are the sole and exclusive
property of Paisano. Dealer shall fix to all products, advertisement, works,
and materials, as directed by Paisano, any and all copyright and trademark
notices or other inscriptions which Paisano deems necessary to protect and
enforce its rights. Dealer agrees that it will not at any time attack the
title or rights of Paisano in and to the name or xxxx EASYRIDERS or any of the
rights or property of Paisano during or after the term of this Agreement.
Dealer shall promptly notify Paisano of any infringements or imitations by
others of the xxxx or name EASYRIDERS which come to Dealer's attention.
Dealer shall have no right of enforcement to protect the name or xxxx
EASYRIDERS unless expressly authorized in writing by Paisano to do so.
16. Fictitious Name.
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Dealer may use the name EASYRIDERS as a fictitious business name only so
long as this Agreement remains in effect. Dealer hereby grants to Paisano an
unconditional and irrevocable power of attorney to act on Dealer's behalf to
revoke said fictitious business name statement or file any appropriate legal
document in Dealer's name to effectuate the termination of Dealer's right to
any name or xxxx granted under this Agreement including EASYRIDERS.
17. Governmental Approvals and Compliance with Laws.
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Dealer agrees to obtain all necessary governmental approvals to legally
operate the dealership and shall otherwise comply with all applicable state,
federal and municipal laws, regulations, orders and ordinances.
18. Transfer Agreement.
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This Agreement or any right or duty hereunder may be assigned by Paisano
without the consent of Dealer. Dealer may no assign or license any of the
rights or duties hereunder and any attempt to do so may be deemed a material
breach of this Agreement.
19. Forum Selection and Costs.
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In the event of any dispute arising under this Agreement Dealer agrees
that it submits to the jurisdiction and venue of the state and federal courts
of the County of Los Angeles, California. The parties agree that this
Agreement is formed under and pursuant to the laws of the State of California
and the United States of America to the extent applicable and that in any
action to enforce, interpret, construe or litigate the relationship of the
parties including under this Agreement that the law of California and the
United States, if applicable, shall be the governing law. In any action to
enforce, interpret, construe or litigate this Agreement, the prevailing party
shall be entitled to its cost and reasonable attorneys fees incurred therein.
IN WITNESS WHEREOF the parties have executed this Agreement through its
authorized officers as of the date set forth hereafter.
PAISANO PUBLICATION, INC.
DATE: 12-8-93 BY:/s/
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TITLE:
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Easyriders of Fresno
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NAME OF DEALERSHIP
DATE: 12-9-93 BY:/s/
TITLE: Executive Vice President
