Exhibit 10.3
EXCLUSIVE LICENSING AGREEMENT
This Licensing Agreement ("Agreement") is made and entered into as of this
29th day of March, 1999, by and between RICK'S CABARET INTERNATIONAL, INC., a
Texas corporation, having its principal place of business at 00000 Xxxxxxxxxx
Xxxxx, #000, Xxxxxxx, Xxxxx 00000 ("Licensor"), and XXXXXX X. XXXXXXX, a person
of the full age of majority and a resident of Houston, Texas ("Licensee").
W I T N E S S E T H
WHEREAS, Licensor asserts that it is the sole and exclusive owner of the
name "Rick's Cabaret" and all logos, trademarks and service marks attendant
thereto, all as more fully described on Exhibit A hereto (the "Licensed
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Material");
WHEREAS, Licensor was issued certificates of registration by the United
States Patent and Trademark Office for all or a portion of the Licensed
Material, as set forth on Exhibits B, C, D and E; and
WHEREAS, Licensor and Licensee are parties to that certain Stock Purchase
Agreement dated of even date herewith; and
WHEREAS, in connection with the Stock Purchase Agreement, Licensor agreed
to grant Licensee an exclusive license for use and exploitation of the Licensed
Material in the States of Louisiana, Mississippi, Florida and Alabama;
NOW THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration as stated herein and as stated in the Stock Purchase
Agreement, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, do hereby agree as follows:
ARTICLE I
TERM OF AGREEMENT
The term of this Agreement and the rights granted and obligations assumed
hereto, shall commence on the date and execution hereof, and shall endure and
remain in full force in perpetuity.
Exclusive Licensing Agreement - Page 1
ARTICLE II
LICENSE GRANT AND RIGHTS
2.1 LICENSE.
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(a) Licensor hereby grants to Licensee and Licensee hereby accepts from
Licensor, subject to the terms and conditions hereinafter set forth, the sole
and exclusive right throughout the Territory, as hereinafter defined, to use and
exploit the Licensed Material; provided, however, that nothing contained herein
shall be interpreted to grant Licensee any electronic commerce rights, except as
such rights relate to literary works created by License for distribution
throughout the world. As used herein "Territory" shall mean the States of
Louisiana, Florida, Alabama, and Mississippi.
(b) The foregoing notwithstanding, the license granted hereunder shall
also include the right by Licensee, for advertising purposes only, to publish
the Licensed Material, as it relates to the Territory, in books, magazines,
newspapers or other media, including any and all forms of electronic media,
whether currently existing or not yet developed, which publication may have a
worldwide distribution; and to use and exploit the Licensed Material, and any
derivatives therefrom in any literary works or publications created by Licensee
for distribution throughout the world; provided, however, that nothing contained
herein shall be interpreted to grant Licensee any e-commerce rights except as it
relates to literary works created by Licensee for distribution throughout the
world.
2.2 TRANSFERABILITY. Licensee shall have the right to transfer the
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license granted hereby to any entity of which Licensee owns greater than fifty
percent (50%).
2.3 BANKRUPTCY; ABANDONMENT. As sole and exclusive owner of the
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Licensed Material, Licensor agrees that in the event of bankruptcy, or
appointment of a receiver or trustee for conserving or distributing its assets
for the benefit of creditors, with respect to the Territory, the Licensed
Material shall, without notice, become the sole and exclusive property of
Licensee, as of ninety-one (91) days prior to such event, and any and all rights
of every kind and nature of Licensor in and to the Licensed Material shall
terminate.
ARTICLE III
ENFORCEMENT OF RIGHTS
3.1 JOINT ENFORCEMENT. Upon discovery of any infringement of the
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Licensed Material at the option of either Licensor or Licensee, appropriate
legal action in connection therewith shall be undertaken either jointly or
separately by Licensor and Licensee. In the event that such action is taken
jointly, each party shall contribute equally to the expenses of any such action.
If any damages for infringement are awarded by a final decree or judgment to
Licensor and Licensee, then after deducting all expenses arising from the
litigation and reimbursing each contributing party for its contributions, the
remainder shall be divided equally among the contributing parties.
Exclusive Licensing Agreement - Page 2
3.2 INDEPENDENT ENFORCEMENT.If one party shall not wish to join or
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continue in any such action, but the other party shall wish to institute or
continue such action, said one party shall render all reasonable assistance to
the other party in connection therewith at said other party's expense and said
other party shall be entitled to retain all recoveries with respect to such
action.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF LICENSOR
Licensor hereby represents and warrants as follows:
4.1 OWNERSHIP Licensor is the sole and exclusive owner of the Licensed
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Material.
4.2 AUTHORITY. Licensor is authorized to grant the rights conferred
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hereby.
4.3 NO VIOLATION. The execution and delivery of this Agreement, the
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granting of the rights contained herein and the use of the Licensed Material in
accordance with the terms of this Agreement, will not violate any laws or
regulations or violate or invalidate any agreement or documents to which
Licensor is a party and by which Licensor is bound or to which the Licensed
Material is subject.
4.4 NO OTHER GRANTS. To knowledge of Licensor, no person or entity is
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entitled to any claim for compensation from Licensee for the use of the Licensed
Material in accordance with the terms and conditions of this Agreement, and no
person or entity has been granted any right in or to the Licensed Material or
any part hereof, in the Territory.
ARTICLE V
NOTICES
Any notice, request or other document to be given herein shall be in
writing and shall be delivered (i) on the date of delivery when delivered
personally; (ii) one day after dispatch when sent by reputable overnight
delivery service maintaining records or receipts; or (iii) three (3) days after
dispatch when sent by certified or registered mail, return receipt requested,
postage pre-paid:
If to Licensor:
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Rick's Cabaret International, Inc.
00000 Xxxxxxxxxx Xxxxx, #000
Xxxxxxx, Xxxxx 00000
Attention: President
Telecopy: (000) 000-0000
Exclusive Licensing Agreement - Page 3
With a copy to:
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Xxxxxxx, Xxxxx & Xxxxxxxxx
0000 Xxxxxxxx Xxxxx, xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx Xxxxxxx, Esq.
Telecopy: (000) 000-0000
If to Licensee:
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Xx. Xxxxxx X. Xxxxxxx
0000 Xxxxx
Xxxxxxx, Xxxxx 00000
Telecopy: (000) 000-0000
With a copy to:
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Chaffe, McCall, Xxxxxxxx, Xxxxx & Xxxxx, L.L.P.
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Attention: X. Xxxxxx Xxxxxx, Esq.
Telecopy: (000) 000-0000
ARTICLE VI
GENERAL PROVISIONS
6.1 BINDING EFFECT ON LICENSOR. This Agreement shall be binding upon
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and inure to the benefit of Licensor, its affiliates, legal representatives,
successors, heirs and assigns.
6.2 BINDING EFFECT; ASSIGNABILITY BY LICENSEE. This Agreement shall be
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binding upon and inure to the benefit of Licensee, its legal representatives,
successors, heirs, but shall not be transferable or assignable except as
specifically set forth in Section 2.2 hereof, without the prior written consent
of Licensor.
6.3 MODIFICATION AND AMENDMENT. No amendment or modification of this
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Agreement shall be valid or binding upon the parties unless made in writing or
signed by or on behalf of each of the parties hereto.
6.4 ENTIRE AGREEMENT. This Agreement supercedes all prior
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discussions and agreements between the parties with respect to the subject
matter hereof and this Agreement, including exhibits and any other documents
delivered in connection herewith, contains the sole and entire agreement between
the parties hereto with respect to the subject matter hereof.
Exclusive Licensing Agreement - Page 4
6.5 COUNTERPARTS. This Agreement may be executed simultaneously in
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counterparts, each of which will be deemed an original, but all of which, taken
together, will constitute one and the same instrument.
6.6 NO THIRD PARTY BENEFICIARY. The terms and provisions of this
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Agreement are intended solely for the benefit of the Licensor, Licensee and
their respective successors or assigns, and it is not the intention of the
parties to confer third-party beneficiary rights upon any person or entity.
6.7 GOVERNING LAW. This Agreement shall be governed by and construed
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in accordance with the laws of the State of Texas, regardless of the laws that
might otherwise govern or be applicable under principles or conflicts of laws.
6.8 HEADINGS. The descriptive headings contained in this Agreement are
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included for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.
6.9 GENDER. Whenever the context so requires, the singular shall
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include the plural and the plural shall include the singular, and the gender of
any pronoun shall include other genders. Unless the context otherwise requires,
the terms "hereof," "herein," "hereby" and derivative or similar words will
refer to this entire Agreement.
6.10 SEVERABILITY. Wherever possible, each provision of this Agreement,
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shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited or
invalidated under applicable law, such provision shall be ineffective to the
extent of such provision only and the remaining provisions of this Agreement
shall remain fully effective.
IN WITNESS WHEREOF, the Licensor and the Licensee each have caused this
Agreement to be duly executed as of the date first above written.
ATTEST: LICENSOR:
RICK'S CABARET INTERNATIONAL, INC.
VivianTipps By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Xxxx Xxxxxxx Title: Vice-president
WITNESSES: LICENSEE:
VivianTipps /s/ XXXXXX X. XXXXXXX
XXXXXX X. XXXXXXX
Xxxx Xxxxxxx
Exclusive Licensing Agreement - Page 5
