LICENSE AGREEMENT
Exhibit
10.7
THIS
AGREEMENT, effective as of the 7th
day of September 2007, by and between SC COMMUNICATIONS (hereinafter called
LICENSOR), a California partnership composed of Xxxxxx Xxxxxxxx and Xxxxx
Xxxxxxxx, having a business address at X.X. Xxx 0000, Xxxxxxx Xxxxx, Xxxxxxxxxx
00000 and SALON CITY, INC., (hereinafter called LICENSEE), organized and
existing under the laws of the State of Nevada having a business address
at X.X.
Xxx 0000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000.
WHEREAS,
LICENSOR is the LICENSOR of
the trademarks and service marks SALON CITY;
WHEREAS,
LICENSOR has spent many years
in developing relationships within the beauty and fashion industries associated
with the xxxx SALON CITY;
WHEREAS,
LICENSEE is desirous of using
the SALON CITY xxxx and name in connection with its business;
Now
therefore, and in consideration of
the foregoing and mutual promises hereinafter set forth, the parties agree
as
follows:
1. GRANT
OF LICENSE
LICENSOR
grants the LICENSEE a
non-exclusive, non-transferable license to use the xxxx SALON CITY as its
corporate name and in connection with publications, xxxxx xxxxx, beauty salons,
beauty relating industrial promotions and beauty related products and LICENSEE
accepts the license subject to the following terms and conditions.
2. CONSIDERATION
As
and for consideration of the
aforementioned license, LICENSEE agrees to pay LICENSOR three percent (3%)
of
its annual revenues but not less than a minimum of $15,000 a year.
3. OWNERSHIP
OF MARKS
LICENSEE
acknowledges the ownership of
the xxxx in LICENSOR and LICENSEE agrees it will do nothing inconsistent
with
such ownership and that all use of the xxxx SALON CITY by LICENSEE shall
inure
to the benefit of and be on behalf of LICENSOR, and agrees to assist LICENSOR
in
recording this agreement with appropriate governmental
authorities. LICENSEE agrees that nothing in this license shall give
LICENSEE any right, title or interest in the xxxx SALON CITY other than the
right to use the xxxx in accordance with this license and LICENSEE agrees
that
it will not attack the title of LICENSOR to the xxxx or attack the validity
of
this license.
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4. QUALITY
STANDARDS
LICENSEE
agrees that the nature and
quality of all services rendered by LICENSEE in connection with the xxxx
SALON
CITY, all goods and services sold by LICENSEE under the marks and all related
advertising, promotional and other related uses of the marks by LICENSEE
shall
conform to the standard set by and being under the control of
LICENSOR.
5. QUALITY
MAINTENANCE
LICENSEE
agrees to cooperate with
LICENSOR in facilitating LICENSOR’s control of such nature and quality, to
permit reasonable inspection of LICENSEE’s operation and to supply LICENSOR with
specimens of all uses of the marks upon request. LICENSEE shall
comply with all applicable laws and regulations and obtain all appropriate
governmental approvals pertaining to the sale, distribution and advertising
of
goods and services covered by this license.
6. FORM
OF USE
LICENSEE agrees to use the marks only in the form and manner and with the
appropriate legends as prescribed from time-to-time by LICENSOR and to not
use
any other trademark or service xxxx in combination with the xxxx without
prior
approval of LICENSOR.
7. WARRANTY
AND INDEMNIFICATION
LICENSEE
agrees to warrant and indemnify SC COMMUNICATIONS and its partners against
any
claims resulting or asserted in connection with the use of the SALON CITY
xxxx
licensed under this agreement.
8. INSURANCE
LICENSEE
agrees to maintain a comprehensive general liability policy including an
advertising injury rider in connection its business. The policy shall
name LICENSOR and its partners as additional insureds. The policy
shall have minimum limits of coverage of $1,000,000/$3,000,000 aggregate,
with a
minimum deductible of $25,000.
9. INFRINGEMENT
PROCEEDINGS
LICENSEE
agrees to notify
LICENSOR of any unauthorized use of the xxxx by others promptly as it comes
to
LICENSEE’s attention. LICENSOR shall have the sole right and
discretion to bring infringement or unfair competition proceedings involving
the
xxxx.
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10.
TERM
This
agreement shall continue in force
and effect for two years from the date of this agreement or unless sooner
terminated as provided for herein. This agreement shall terminate
annually, unless a notice of renewal by LICENSOR is delivered to LICENSEE
during
December prior to the next year term of this license. LICENSEE may
terminate this agreement at least thirty (30) days prior to the anniversary
date
of this agreement (January 5).
11. TERMINATION
FOR CAUSE
LICENSOR
shall have the right to
terminate this agreement upon 30 days written notice to LICENSEE in the event
of
any affirmative act of insolvency by LICENSEE, or upon the appointment of
any
receiver or trustee to take possession of the properties of LICENSEE or upon
the
winding up, sale, consolidation, merger or any sequestration by governmental
authority of LICENSEE or upon breach of any of the provision hereof by
LICENSEE.
12. EFFECT
OF TERMINATION
Upon
termination of this agreement,
LICENSEE agrees to immediately discontinue all use of the marks SALON
CITY and any term confusingly similar thereto and to delete the same
from its corporate or business name, to cooperate with LICENSOR or its appointed
agent to apply to the appropriate authorities to cancel recording of this
agreement from all government records, to destroy all printed materials bearing
any of the marks, and that all rights in the marks and goodwill connected
therewith, shall remain the property of LICENSOR.
13. MANAGEMENT
OF LICENSEE
This license is granted on the premise that SALON CITY, INC. is managed by
Xxxxxx Xxxxxxxx and Xxxxx Xxxxxxxx. In the event of a change of
management, this license shall only continue so long as LICENSOR notifies
LICENSEE that its LICENSE shall remain in place.
14. INTERPRETATION
OF AGREEMENT
It
is agreed that this agreement may be
interpreted according to the laws of the State of California, United States
of
America.
IN
WITNESS WHEREOF, the parties have
caused this agreement to be executed as of the day and year first above
written.
SC
COMMUNICATIONS
/s/
Xxxxx
Xxxxxxxx
XXXXX
XXXXXXXX, Partner
(LICENSOR)
SALON
CITY, INC.
(Licensee)
By:
/s/
Xxxxxx
Xxxxxxxx
XXXXXX
XXXXXXXX, President,
SALON
CITY, INC., a Nevada corporation
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