Contract
Exhibit
10.134: Certain confidential information in this Exhibit 10.134 was omitted
and
filed separately with the Securities and Exchange Commission (“SEC”) with a
request for confidential treatment by Inter Parfums, Inc.
|
DATED
3rd July
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2008
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00
Xxxxx Xxxxxx
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Xxxxxxxxxx
XX0 0XX
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Xxxxxx
Xxxxxxx
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DX
00000 Xxxxxxxxxx 1
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Direct
Fax: x00 (0)000 000 0000
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Switchboard:
x00 (0)000 0000000
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xxx.xxxxxxxxxxxxxxxx.xx.xx
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CONTENTS
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DEFINITIONS
AND INTERPRETATION
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1
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2.
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GRANT
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5
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3.
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VALIDATION
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5
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4.
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COMMENCEMENT
AND DURATION
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5
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5.
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FINANCIAL
PROVISIONS
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6
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6.
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LICENSEE'S
COVENANTS
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8
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7.
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LICENSOR'S
COVENANTS
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9
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8.
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APPLICATION
OF THE TRADEMARKS
|
10
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9.
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TITLE
AND GOODWILL
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11
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10.
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TRADE
XXXX REGISTRATIONS
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11
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11.
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REGISTRATION
OF PERMITTED USER
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11
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12.
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DUTIES
OF THE PARTIES
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11
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13.
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QUALITY
CONTROL AND APPROVAL PROCEDURES AND INTELLECTUAL PROPERTY
RIGHTS
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12
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14.
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MANUFACTURE
OF THE LICENSED PRODUCTS
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13
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15.
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ADVERTISING
AND PROMOTION
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13
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16.
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SALES
PROMOTION AND DISTRIBUTION
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14
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17.
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COMPLIANCE
WITH APPLICABLE LAWS
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15
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18.
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INDEMNITIES
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15
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19.
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INFRINGEMENT
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16
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20.
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DISCLOSURE
AND CONFIDENTIALITY
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16
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21.
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ASSIGNMENT
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17
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22.
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SUB-LICENSING
|
19
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23.
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INSURANCE
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20
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24.
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GUARANTEE
PROVISIONS
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20
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25.
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TERMINATION
|
20
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26.
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EFFECT
OF TERMINATION
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22
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27.
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SUPERVENING
LAWS AND FORCE MAJEURE
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23
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28.
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SEVERANCE
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23
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29.
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THIRD
PARTY RIGHTS
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24
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30.
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MISCELLANEOUS
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24
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31.
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LAW
AND JURISDICTION
|
25
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EXHIBIT
A
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26
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|
The
Countries where the Trademarks are currently registered in respect
of
fragrances
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26
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32
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||
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List
of currently approved distributors
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32
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1
THIS
AGREEMENT
is made
the 3rd day of July 2008
BETWEEN
| (1) |
XXXX
XXXXX LIMITED
a
corporation duly organised and existing under the laws of England
with
registered number 1170719 whose registered office is at Xxxxxxxxx
Xxxxxxxxx Xxxxxxxxx Xxx Xxxxxxxxxx Xxxxxxx (the "Licensor")
and
|
| (2) |
INTER
PARFUMS S.A.
a
corporation duly organised and existing under the laws of France
with its
principal office at 0 Xxxx Xxxxx xxx Xxxxxx Xxxxxxx, 00000 Xxxxx
(B350 219
382) (the "Licensee");
and
|
| (3) |
INTER
PARFUMS INC.
a
corporation duly organised and existing under the laws of Delaware
with
its principal office at 000, 0xx
Xxxxxx Xxx Xxxx XX 00000 (the "Guarantor”)
|
INTRODUCTION
|
A.
|
The
Licensor designs and manufactures quality clothing and accessories
in the
United Kingdom and in other
countries.
|
|
B.
|
The
Licensor has the right to use and to license others to the Trademarks
consisting of "XXXX
XXXXX"
and "PS
XXXX XXXXX"
used alone and in a logo design in the Territory which are (at the
date of
this Agreement) registered in respect of fragrances in the United
Kingdom
and in the other countries specified in Exhibit
A.
|
|
C.
|
The
Licensee manufactures and sells perfumes and fragrances throughout
the
world.
|
|
D.
|
The
Licensor and the Licensee had executed a former Licence agreement
dated
4th
December 1998 whereby the Licensee is granted exclusive rights to
manufacture, advertise, distribute and sell fragrances under the
“Xxxx
Xxxxx” trademarks. The said agreement expires on 31st
December 2011 and on the basis of which the Licensor and the Licensee
have
reached an agreement regarding the renewal of the former Licence
Agreement
of 4th
December 1998.
|
|
E.
|
The
Licensee wishes to continue to use the “Xxxx Xxxxx” trademarks to
manufacture, advertise, promote and sell fragrances under the Trademarks
in the Territory.
|
|
F.
|
The
Licensor is prepared to grant and the Licensee to take a licence
in the
Territory to manufacture, advertise, promote and sell fragrances
under the
Trademarks on the terms of this
Agreement.
|
AGREEMENT
|
1.
|
DEFINITIONS
AND INTERPRETATION
|
|
1.1.
|
In
this Agreement the following words and phrases shall have the following
meanings unless the context clearly requires
otherwise:-
|
"Affiliated
Distributor" distributors
of the Licensee in which either the Licensee or the Guarantor either holds
more
than [-----]1
of the
share voting rights or otherwise has effective control.
1 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.134.1.
1
"Business"
that
part of the business of the Licensee which involves the manufacture and/or
distribution of the Licensed Products (or any part or parts
thereof).
"Business
Day"
shall
mean any day which is not a Saturday not a Sunday and not a recognised public
holiday in either the Licensor's or the Licensee's country.
"Calendar
Half"
shall
mean a six monthly period commencing on the first day of either of the months
of
January or July in any year.
"Calendar
Quarter"
shall
mean a three monthly period commencing on the first day of each of the months
of
January, April, July and October in every Contract Year.
"Commencement
Date" means
the
date on which this Agreement comes into force as stated in Clause
4.1.
"Contract
Year"
shall
mean each of the following years:-
First
Contract Year:-
The
period from 1 January 2011 to 31 December 2011
Second
Contract Year:-
The
period from 1 January 2012 to 31 December 2012
Third
Contract Year:-
The
period from 1 January 2013 to 31 December 2013
Fourth
Contract Year:-
The
period from 1 January 2014 to 31 December 2014
Fifth
Contract Year:-
The
period from 1 January 2015 to 31 December 2015
Sixth
Contract Year:-
The
period from 1 January 2016 to 31 December 2016
Seventh
Contract Year:-
The
period from 1 January 2017 to 31 December 2017
"Force
Majeure" means
any
circumstances not foreseeable at the date of this Agreement and not within
the
reasonable control of the party in question including, strikes, lockouts,
shortages of labour or raw materials, civil commotion, riot, invasion, war,
threat of or preparation for war, fire, explosion, storm, flood, earthquake,
subsidence, epidemic or other natural physical disaster.
"Intellectual
Property Rights" means
all
copyrights, registered and unregistered design rights, patents, trademarks
and
all other rights.
"Licensed
Products"
means
Products sold or offered for sale under or by reference to the Trademarks
pursuant to this Agreement.
2
"Minimum
Royalty"
shall
mean:-
(a) in
the
First Contract Year, a Royalty of at least [-----]2
Euro;
(b) in
the
Second Contract Year, a Royalty of at least [-----]3 Euro;
(c) in
the
Third Contract Year, a Royalty of at least [-----]4
Euro;
(d) in
the
Fourth Contract Year, a Royalty of at least [-----]5
Euro;
(d) in
the
Fifth Contract Year, a Royalty of at least [-----]6 Euro;
(e) in
the
Sixth Contract Year, a Royalty of at least [-----]7
Euro;
and
(f) in
the
Seventh Contract Year, a Royalty of at least [-----]8 Euro.
"Proprietors"
means
Xxxx
Xxxxx Group Holdings Limited (a company incorporated in England with registered
number 5534862), Xxxx Xxxxx Limited (a company incorporated in England with
registered number 1170719) and any subsidiary (as defined in section 736
Companies Act 1985) of any such company.
"Products"
shall
mean men’s and women’s and children's fragrances and cosmetics and related
display, packaging and promotional materials.
"Royalty"
means
the
royalty payable by the Licensee to the Licensor under clause 5.1 of this
Agreement.
"Territory"
shall
mean the world.
"Term"
shall
mean the
term
of this Agreement being the period of seven years commencing on 1 January 2011
and expiring on 31 December 2017.
"Trademarks"
shall
mean the trademarks "XXXX XXXXX" and "PS XXXX XXXXX" and in each case used
with
such other additional word or words as may be approved by the Licensor in
writing from time to time.
"Turnover"
shall
mean aggregate gross sales of each of the Licensed Products sold by the Licensee
(or, if the price of any Licensed Product re-sold by an Affiliated Distributor
shall be higher than the price at which the Licensed Product was sold to the
Affiliated Distributor by the Licensee then the aggregate sales of each such
Licensed Product sold by the Affiliated Distributors shall be substituted for
the gross sales of such Licensed Products by the Licensee to the Affiliated
Distributors) and/or its sub-licensees to customers in the Territory (whether
by
wholesale or retail and including sales to the Licensor and its licensees)
less:-
2 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.134.2.
3 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.134.3.
4 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.134.4.
5 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.134.5.
6 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.134.6.
7 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.134.7.
8 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.134.8.
3
| (a) |
actual
trade discounts and other discounts approved of in writing by the
Licensor
and allowed to customers (but excluding early settlement
discounts);
|
|
(b)
|
returns
and credits actually granted to customers (but excluding bad
debts);
|
|
(c)
|
any
commodity or consumption taxes imposed on the Licensee or (as the
case may
be) the Affiliated Distributors by any Government within the Territory
in
respect of the Licensed Products; and
|
|
(d)
|
shipping
and insurance costs borne by the Licensee or (as the case may be)
the
Affiliated Distributors in the supply of the Licensed Products to
their
customers.
|
|
1.2.
|
In
this Agreement (except where the context otherwise
requires):
|
|
1.2.1.
|
any
reference to a Recital, Clause or Schedule is to the relevant Recital,
Clause or Schedule of or to this Agreement and any reference to a
sub-clause or paragraph is to the relevant sub-clause or paragraph
of the
Clause or Schedule in which it
appears;
|
|
1.2.2.
|
references
to “this Agreement” mean this agreement as amended, varied, supplemented,
modified or novated from time to time and include the
Schedules;
|
|
1.2.3.
|
the
index and clause headings are included for convenience only and shall
not
affect the interpretation of this
Agreement;
|
|
1.2.4.
|
use
of the singular includes the plural and vice
versa;
|
|
1.2.5.
|
use
of any gender includes the other
genders;
|
|
1.2.6.
|
any
reference to “persons” includes natural persons, firms, partnerships,
companies, corporations, associations, organisations, governments,
states,
foundations and trusts (in each case whether or not having separate
legal
personality);
|
|
1.2.7.
|
the
words “subsidiary” and “holding company” have the meanings given to them
by section 736 of the Companies Xxx
0000;
|
|
1.2.8.
|
any
reference to a person being an “associate” of another shall be interpreted
in accordance with section 435 of the Insolvency Xxx 0000, and a
person
shall be regarded as “connected” or “associated” with any person which is
an associate of his and with any company of which any director is
an
associate of his;
|
|
1.2.9.
|
any
reference to a statute, statutory provision or subordinate legislation
(“legislation”) shall (except where the context otherwise requires) be
construed as referring to such legislation as amended and in force
from
time to time and to any legislation which re-enacts or consolidates
(with
or without modification) any such
legislation;
|
|
1.2.10.
|
any
reference to “the Licensee” shall, where the context so admits, be deemed
to include any sub-licensee of the
Licensee;
|
|
1.2.11.
|
any
reference to an English legal term for any action, remedy, method
of
judicial proceeding, legal document, legal status, court, official
or any
legal concept or thing shall, in respect of any jurisdiction other
than
England, be deemed to include a reference to what most nearly approximates
in that jurisdiction to the English legal term;
and
|
4
|
1.2.12.
|
any
phrase introduced by the terms “including”, “include”, “in particular” or
any similar expression shall be construed as illustrative and shall
not
limit the sense of the words preceding those
terms.
|
|
1.3.
|
The
Schedules and Recitals form part of this Agreement and shall have
effect
as if set out in full in the body of this Agreement and any reference
to
this Agreement includes the Schedules and
Recitals.
|
|
2.
|
GRANT
|
|
2.1.
|
The
Licensor hereby grants to the Licensee for the term of this
Agreement:-
|
|
2.1.1.
|
the
right to manufacture, advertise, promote, sell and distribute the
Products
under the Trademarks in the Territory;
and
|
|
2.1.2.
|
the
right to use the Trademarks only in connection with the foregoing
right.
|
|
2.2.
|
This
Licence is an exclusive licence throughout the Territory with respect
to
the Licensed Products and, subject to clause 2.3, below neither the
Licensor itself nor any third party licensed by the Licensor shall
have
the right to advertise, promote, manufacture, sell or distribute,
nor
cause the advertising, promotion, manufacture of, sale or distribution
of
any items or material directly competitive with any Licensed Product
within the Territory other than the resale of the Licensed Products
by the
Licensor of Licensed Products purchased from the Licensee or any
Affiliated Distributor or any sub-licensee of the Licensee.
|
|
2.3.
|
The
Licensor may itself promote or licence others to promote the Products
under the Trademarks in the Territory in the last [-----]9 of
the term of this Agreement (however
terminated).
|
|
2.4.
|
New
lines of Licensed Products (including without limitation a line of
Licensed Products for children) shall be launched for commercial
sale at
such times as may be mutually agreed between the Licensor and the
Licensee.
|
|
2.5.
|
No
other rights under the Trademarks or in relation to the Licensor’s designs
are granted to the Licensee.
|
|
3.
|
VALIDATION
|
Each
party to this Agreement shall at its own expense do all things appropriate
to
its status as Licensor or as Licensee and necessary for the purpose of rendering
this Agreement valid and enforceable.
|
4.
|
COMMENCEMENT
AND DURATION
|
|
4.1.
|
Unless
sooner terminated by clause 25, this Agreement shall continue in
force
from 1 January 2011 to the expiry of the
Term.
|
|
4.2.
|
The
Licensee shall notify the Licensor before the end of the [-----]10
whether or not it wishes to attempt to negotiate a renewal of this
Agreement upon its expiry.
|
9 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.134.9.
5
| 5. |
FINANCIAL
PROVISIONS
|
|
5.1.
|
Royalty
|
In
each
Contract Year of the Term the Licensee shall pay to the Licensor
a
royalty of whichever shall be the greater of:-
5.1.1.
the
Minimum Royalty; and
5.1.2.
a
royalty
of [-----]11of
the
Turnover for the relevant Contract Year.
|
5.2.
|
Sales
of Licensed Products by the Licensee to the Licensor and its subsidiaries,
franchisees and licensees will be included within the calculation
of the
Royalty.
|
|
5.3.
|
The
Licensee shall within [-----]12 of
the end of each Calendar Quarter in every Contract Year pay to the
Licensor whichever shall be the higher of the Minimum Royalty or
the
Royalty payable to the Licensor by reference to the Turnover during
the
immediately preceding Calendar Quarter.
In
calculating the Royalty payable under this Agreement, the sales price
of
the Licensed Products shall be based upon the invoiced normal wholesale
selling price to unconnected third
parties.
|
|
5.4.
|
Reports
|
| 5.4.1. |
Within
[-----]13 of
the end of each Calendar Quarter in every Contract Year the Licensee
shall
deliver to the Licensor a written statement of the quantity of the
Licensed Products and other goods sold during the immediately preceding
Calendar Quarter by the Licensee, its Affiliated Distributors and
sub-licensees; the respective prices charged and any discount allowed;
the
Turnover; the Royalty due and any other particulars the Licensor
may
require.
|
| 5.4.2. |
Within
[-----]14 of
the end of each Calendar Half in every Contract Year, the Licensee
shall
deliver to the Licensor a true and complete statement in writing
of all
amounts spent by the Licensee in advertising the Licensed Products
in the
immediately preceding Calendar
Half.
|
|
5.5.
|
Records
|
|
5.5.1.
|
The
Licensee shall keep at its usual place of business books of account
relating exclusively to the sales of the Licensed Products and containing
such true entries complete in every particular as may be necessary
or
proper for enabling the amount of the Royalty and other payments
reserved
by this Agreement to be conveniently ascertained;
|
10 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.134.10.
11
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.11.
12
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.12.
13
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.13.
14
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.14.
6
|
5.5.2.
|
Within
[-----]15of
the end of each Contract Year if requested by the Licensor, the Licensee
must deliver to the Licensor a written statement certified by its
auditors
(“Auditor’s
Certificate”)
of the aggregate Turnover of the Licensed Products and other goods
sold or
otherwise disposed of by the Licensee, its Affiliated Distributors
and
sub-licensees in that period and the payments due for that Contract
Year
under sub-clause 5.1. In the event that the Auditor’s Certificate shows
that the payments made for the Contract Year covered by the Auditor’s
Certificate are less than the payment due for that period under sub-clause
5.1, then the Licensee shall pay to the Licensor within [-----]16 of
delivery of an invoice from the Licensor for an amount equivalent
to the
difference between the Royalty paid and the payment due together
with
compound interest at the rate referred to in clause 5.6 below from
the
date the underpayment should have been made until the date of actual
payment.
|
|
5.5.3.
|
The
Licensor, or any other person authorised by the Licensor, is entitled
to
inspect the Licensee’s records during normal business hours and to take
away copies in order to verify the information provided by the Licensee.
This right of inspection shall remain in effect for a period of one
year
after termination of this
Agreement.
|
|
5.5.4.
|
If
the Licensee has understated the Royalty due then the Licensee shall
immediately pay to Licensor the additional Royalty due, plus interest
at
the rate described in sub-clause 5.6. If the Licensee has failed
to
deliver a statement as required by sub-clause 5.5.2 or has understated
the
Royalty due by more than [-----]17 then
the cost of the inspection must be paid for by the Licensee, otherwise
the
Licensor must bear the cost.
|
|
5.6.
|
If
any payment of the Royalty due to the Licensor is not made within
[-----]18 of
the due date, interest will accrue on the full amount outstanding
at the
rate of [-----]19 the
base rate published by the Bank of England (or if such rate of interest
shall cease to be published an alternative interest rate selected
by the
Licensor in its discretion) from time to time, from the due date
until the
date of actual payment. Partial payments are applied first against
interest accrued to the date of payment and any balance against the
amount
outstanding.
|
|
5.7.
|
Authority
to make Payment
|
If
at any
time during the continuation of this Agreement the Licensee is prohibited from
making any of the payments reserved under this Agreement without appropriate
authority then the Licensee will promptly inform the Licensor of such
prohibition and commence and diligently pursue all necessary steps to secure
from the appropriate authority permission to make the said payments and pending
the obtaining of such permission shall place all payments to be made hereunder
in an interest bearing bank account from which withdrawals may be made within
a
period of 30 days without loss of interest and will pay all such payments
together with interest earned thereon to the Licensor within seven days of
receiving such permission.
15
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.15.
16
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.16.
17
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.17.
18
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.18.
19
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.19.
7
|
5.8.
|
Place
and Currency of Payment
|
|
All
sums due and payable hereunder shall be payable in London in Euro
to a
bank account to be advised by the
Licensor.
|
|
5.9.
|
Rate
of Exchange
|
For
the
purpose of calculating the Turnover, any payments received by the Licensee
in a
different currency will be thereafter converted into Euro or Sterling currency
with reference to the rate of exchange of the Licensee's bank on the day when
each individual payment is received into the Licensee's account with the said
bank.
|
5.10.
|
Taxes
|
All
payments to be made by the Licensee under this Agreement are exclusive of Value
Added Tax (if applicable), consumption tax or other sales tax, or customs duty
which shall where appropriate be payable by the Licensee in
addition.
|
Withholdings
|
All
payments to be made by the Licensee under this Agreement shall be paid free
and
clear of any deductions, withholdings for or on account of tax, set offs or
counterclaims whatsoever, except any deduction or withholding which is required
by law. Any
taxes
levied by any government upon the payments to be made by the Licensee to the
Licensor pursuant to this Agreement and required to be withheld by the Licensee
from such payments shall be borne by the Licensor and shall be withheld and
paid
by the Licensee to the appropriate authority. The Licensee shall supply the
Licensor promptly after each tax payment official tax receipts and or other
evidence of payment issued by the appropriate tax authorities.
|
6.
|
LICENSEE'S
COVENANTS
|
The
Licensee covenants with the Licensor during the term of this Agreement unless
specifically provided:
|
6.1.
|
Supplies
to the Licensor
|
If
requested by the Licensor, to supply Licensed Products to the Licensor and
its
subsidiaries and international franchisees and other licensees for re-sale
inside the Territory. Supplies of the Products to the Licensor and its
subsidiaries and franchisees shall be at the Licensee's normal wholesale prices
less a discount of [-----]20 The
Licensor shall be entitled to set off and deduct from payments due to the
Licensee for Licensed Products supplied by the Licensee to the Licensor, all
amounts of Royalty due from the Licensee to the Licensor or on any other account
under this Agreement.
|
6.2.
|
Reputation
|
To
ensure
that all presentations and any dealings with third parties reflect the standards
and image associated with the “Xxxx Xxxxx” name and that the conduct of the
Licensee shall in no way reduce or diminish the reputation, image and prestige
of the Trademarks or of products sold under or by reference to the “Xxxx Xxxxx”
name.
20
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.20.
8
|
6.3.
|
Personnel
|
|
6.3.1.
|
The
Licensee shall appoint a dedicated senior executive acceptable to
the
Licensor to oversee all aspects of the licence granted by this Agreement
and the arrangements between the Licensor and the Licensee. The dedicated
senior executive will liaise with the Licensor and will spend the
majority
of his working time on such
business.
|
|
6.3.2.
|
The
Licensee shall also appoint the following full time personnel who
are
acceptable to the Licensor:-
|
a
product/design manager (with suitable support);
and
such
other personnel that are jointly agreed between the parties and considered
necessary from time to time.
|
6.4.
|
Independent
Contractor and Risk
|
All
aspects of the manufacture, distribution and sale of the Licensed Products
by
the Licensee shall be at the risk and responsibility and for the account of
the
Licensee. The Licensee shall act as an independent contractor and the Licensor
shall not be responsible for any breach by the Licensee of any obligations
imposed by law on the Licensee in its capacity as an employer or as
manufacturer, distributor and/or seller of the Licensed Products. The Licensee
shall indemnify the Licensor against all actions, claims, demands, costs,
charges and expenses arising out of or in connection with the manufacture,
use
or sale of the Licensed Products made by or for the Licensee.
|
6.5.
|
Information
|
To
keep
the Licensor informed of all laws, orders or regulations made at any time by
any
government or any public or local authority within the Territory in any way
affecting or, in the Licensee's opinion likely to affect, the terms of this
Agreement or the manufacture or sale of the Licensed Products in the Territory.
In particular, but without limitation, the Licensee shall inform the Licensor
of
any country where registration of this Agreement or any registered user
agreement is required or desirable.
6.6. Takeover
That
within [-----]21
of the
happening of such an event, the Licensee will give notice to the Licensor of
the
acquisition of [-----]22 or
more
of any of the share voting rights in the Licensee by any person firm or
corporation or group of persons firms or corporations acting in concert directly
or indirectly.
|
6.7.
|
Samples
|
The
Licensee shall provide free of charge to the Licensor samples of the Licensed
Products upon the Licensor’s request for the Licensor’s international press
offices.
|
7.
|
LICENSOR'S
COVENANTS
|
The
Licensor covenants with the Licensee:
|
7.1.
|
Provide
Technical Information
|
|
To
supply to the Licensee such information, so far as it is available
to the
Licensor, as is necessary to enable the Licensee to manufacture or
sell
the Licensed Products to the best advantage.
|
21 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.134.21.
22
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.22.
9
|
7.2.
|
Meetings
|
|
A
representative of the Licensor shall meet with executive officers
of the
Licensee at least twice in each Contract Year in London and or Paris
to
inform the Licensee of developments within the Licensor’s business and of
its designs for its other product ranges and to suggest to the Licensee
themes and ideas for the development of the Licensed Products and
for the
advertisement and promotion of the Licensed
Products.
|
|
The
Licensee shall bear the reasonable travelling (First Class air fares
for
Directors of the Licensor ; Business Class for other employees and
consultants of the Licensor) and subsistence costs of the Licensor’s
representative attending such meetings in pursuance of this covenant
and
of any other meetings arranged between the representatives of the
Licensor
and of the Licensee.
|
|
7.3.
|
Personal
Appearances
|
The
Licensor shall procure the personal appearance of Sir Xxxx Xxxxx (during his
life) at a limited number of events to be agreed between the parties provided
that the time and place of such appearance shall have previously been confirmed
by the Licensor. The Licensee shall bear the reasonable travelling (First Class
air fares for Directors of the Licensor ; Business Class for other employees
and
consultants of the Licensor) and subsistence costs of the Licensor’s
representatives attending such events in pursuance of this covenant.
|
8.
|
APPLICATION
OF THE TRADEMARKS
|
|
8.1.
|
All
Products made and/or sold by the Licensee and any sub-licensee of
the
Licensee under this Agreement shall carry one of the Trademarks.
The
Licensee shall comply strictly with the directions of the Licensor
and of
the Proprietors regarding the form and manner of the application
of the
Trademarks which shall, unless the Licensor agrees otherwise in writing
conform to the following
principles:-
|
|
8.1.1.
|
The
general style of the marking shall conform with that developed and
adopted
by the Licensor;
|
|
8.1.2.
|
Each
Licensed Product shall bear one of the Trademarks in such place as
shall
have been approved in writing by the Licensor but not anywhere else;
and
|
|
8.1.3.
|
The
markings shall comply with the applicable laws of the Territory where
the
Licensed Products are to be sold.
|
Subject
to the above principles the final decision on the form of any marking on
Licensed Products shall be made by the Licensor and the Proprietors after
consultation with the Licensee.
|
8.2.
|
Apart
from one of the Trademarks, no other trade xxxx or logo may be affixed
to
Licensed Products in any form whatsoever. The Licensee must not use
in its
business any other trade xxxx confusingly similar to the Trademarks
and
must not use the Trademarks or any word confusingly similar to the
Trademarks as or as part of its corporate or trading
name.
|
10
|
8.2.1.
|
Except
as otherwise expressly provided in this Agreement, to make no other
use of
or claim any right in the Trademarks or any of the other trademarks
owned
or used by the Licensor or the Proprietors and not to use the Trademarks
on any goods not being Licensed
Products.
|
|
9.
|
TITLE
AND GOODWILL
|
|
9.1.
|
The
Licensee acknowledges that the Proprietors are the owners of the
Trademarks and the Licensee shall not dispute or challenge the validity
of
the Trademarks, or the rights of either the Proprietors or of the
Licensor
to the Trademarks, during the term of this
Agreement.
|
|
9.2.
|
Any
goodwill derived from the use by the Licensee of the Trademarks accrues
to
the Licensor and the Proprietors. The Licensor may at any time call
for a
confirmatory assignment of that goodwill and the Licensee must immediately
execute it.
|
|
9.3.
|
No
warranty expressed or implied is given by the Licensor or the Proprietors
with respect to the validity of the
Trademarks.
|
|
10.
|
TRADE
XXXX REGISTRATIONS
|
|
10.1.
|
The
Licensee must not apply for or obtain registration of the Trademarks
for
any goods or services in any
country.
|
|
10.2.
|
The
Licensee must not apply for or obtain registration of any trade or
service
xxxx in any country which consists of or comprises the words “Xxxx Xxxxx”
or “PS” or any confusingly similar word or
words.
|
|
11.
|
REGISTRATION
OF PERMITTED USER
|
|
11.1.
|
The
Licensee shall co-operate with the Licensor and the Proprietors in
making
application to the Registrar of Trade Marks or any equivalent official
or
body in each country in the Territory for either the registration
of this
Agreement as a licence or the registration of the Licensee as a registered
user of the Trademarks in respect of each registration included in
this
Licence where the specification of goods for that registration includes
any of the Products.
|
|
11.2.
|
The
Licensee shall at the Licensor’s request execute and deliver to the
Licensor a document which enables the Licensor to cancel any registration
of this Agreement as a Licence or the Licensee as a registered
user.
|
|
12.
|
DUTIES
OF THE PARTIES
|
|
12.1.
|
The
Licensee must not do or omit to do anything to diminish the rights
of the
Licensor or of the Proprietors in the Trademarks or impair any
registration of the Trademarks.
|
|
The
Licensee shall provide, at the request of the Licensor or of any
of the
Proprietors, all necessary assistance in maintaining any registration
or
prosecuting any applications for registration in respect of the
Trademarks.
|
|
12.3.
|
The
Licensee must promptly notify the Licensor of any attack on the validity
of any registration of the
Trademarks.
|
|
12.4.
|
The
Licensee shall abide by regulations and practices in force or use
in the
Territory in order to safeguard the Licensor’s and the Proprietors’ rights
in the Trademarks.
|
|
12.5.
|
In
the event that any Government approval is required for this Agreement
in
any country in the Territory or the country of the Licensee, the
Licensee
shall obtain such approval prior to the Commencement Date and shall
provide the Licensor with a certified copy of such approval together
with
a translation in English.
|
|
13.
|
QUALITY
CONTROL AND APPROVAL PROCEDURES
AND INTELLECTUAL PROPRETY
RIGHTS
|
|
13.1.
|
Representatives
of the Licensor and of the Licensee shall work with each other to
develop
new lines of the Licensed Products once in each Calendar
Half.
|
|
13.2.
|
The
Licensor shall approve all aspects of each of the Licensed Products
(including, without limitation, the smell, look and feel of the Licensed
Products and of all display items, packaging and related items) before
a
Licensed Product is offered for
sale.
|
|
13.3.
|
The
Licensed Products manufactured by or for the Licensee and any sub-licensee
of the Licensee shall be of the best quality and shall use only the
best
quality materials and components.
|
|
13.4.
|
The
Licensee shall ensure that all Licensed Products manufactured by
or for
the Licensee and/or any sub licensee of the Licensee shall be strictly
in
accordance with the designs and specifications previously approved
in
writing by the Licensor and using only such materials as the Licensor
or
its designated agent shall have approved in
writing.
|
|
13.5.
|
As
required by the Licensor, the Licensee shall make available for the
Licensor's inspection at no cost to the Licensor specimen samples
of each
type of Licensed Product (including, without limitation, packaging
and
related items) as manufactured by or for the Licensee and any sub-licensee
of the Licensee immediately prior to each line of Licensed Products
being
offered for sale and, if requested by the Licensor to cease to sell
of
offer for sale or permit the sale or offering for sale of any Licensed
Product whose sample supplied to the Licensor is not, in the opinion
of
the Licensor, of satisfactory quality.
|
|
13.6.
|
The
Licensee shall ensure that all Licensed Products submitted for inspection
are selected at random and are made by the ordinary production
methods.
|
|
13.7.
|
The
Licensor or any other person authorised by the Licensor shall, at
its own
expense, have access during normal business hours to any of the Licensee’s
premises and the premises of any sub licensee of the Licensee used
for the
manufacture, storage, packing and distribution of Licensed Products
to
inspect samples and the methods of manufacture, storage, packing
and
distribution. The Licensor shall also be entitled to remove a reasonable
number of samples at no cost during any such inspection.
|
|
13.9.
|
Wherever
in this Agreement terms, documents, materials and/or proposals are
submitted by one party to another unless specifically stated to the
contrary the party who receives such submission shall have twenty
days
after receipt to approve or disapprove such submission. If the party
timely disapproves such submission the disapproving party shall notify
the
other party of its disapproval. In the event that the receiving party
neither approves nor disapproves the submission in a timely manner
the
submission shall be deemed
approved.
|
12
|
13.10.
|
The
Licensee shall hold, as bare trustee for the Licensor all Intellectual
Property Rights of the Licensee in the Licensed Products (including,
without limitation any Intellectual Property Rights in the Licensed
Products arising in the future) and their constituent parts and at
the
Licensor’s request to assign such Intellectual Property Rights to the
Licensor without compensation.
|
|
13.11.
|
If
the Licensee commissions, engages or employs any third party to create
or
originate any materials or work in connection with this Agreement
in
relation to which Intellectual Property Rights may be created, the
Licensee shall procure that such third party will execute and deliver
to
the Licensor prior to any such works or materials being created a
properly
executed letter from such third party in the form set out in the
draft
letter annexed to this Agreement or in such other form as may be
notified
by the Licensor.
|
|
14.
|
MANUFACTURE
OF THE LICENSED PRODUCTS
|
|
14.1.
|
The
Licensee shall manufacture the Licensed Products at the Licensee's
own
factories or at factories which have been approved in writing by
the
Licensor and whose quality standards are no less than those of the
Licensee.
|
| 14.2. |
The
Licensee may not sub-contract the manufacture of the Licensed Products
without the prior consent in writing of the
Licensor.
|
| 14.3. |
The
Licensee shall not use any person to manufacture the Licensed Products
that might damage or bring into disrepute the good name of the Licensor
and the Licensee shall, if required to do so by the Licensor cease
or
refrain from using any manufacturer of the Licensed Products which
fails
to meet the quality standards from time to time of the
Licensor.
|
| 14.4. |
The
Licensee shall ensure that the Licensee has adequate personnel in
place to
supervise and ensure the efficient operation of the manufacture of
the
Licensed Products wherever that may take
place.
|
|
15.
|
ADVERTISING
AND PROMOTION
|
|
15.1.
|
At
the commencement of each Calendar Half the Licensee shall submit
to the
Licensor for approval a marketing plan and a media plan in respect
of the
Licensed Products together with evidence of expenditure on the marketing
and promotion of the Licensed Products in the immediately preceding
Calendar Half.
|
|
15.2.
|
The
Licensee shall supply to the Licensor at the commencement of each
Calendar
Half free of charge specimen samples of all labels, brochures,
advertisements, stationery, packaging, publicity and other materials
relating to the use of the Trademarks by the Licensee and the Licensee
shall not use any such material until the Licensor or its designated
agent
has certified its approval in
writing.
|
|
15.3.
|
All
artwork for advertisements shall be provided by the Licensor to the
Licensee at the Licensor's normal commercial
rates.
|
|
15.4.
|
The
Licensee shall not appoint or replace an advertising agency in respect
of
the Licensed Products without the consent in writing of the
Licensor.
|
|
15.5.
|
The
Licensee shall, together with its distributors, to spend in each
Contract
Year not less than [-----]23 of
the Turnover in that Contract Year in advertising the Licensed Products
throughout the Territory. For the purpose of this clause the word
"advertising" shall include gifts with purchase, point of sale items
and
the cost of producing and placing advertisements but shall exclude
the
cost of promotional staff in
stores.
|
23
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.23.
13
|
16.
|
SALES
PROMOTION AND DISTRIBUTION
|
|
16.2.
|
The
Licensee shall:-
|
|
16.2.1.
|
arrange
for the Licensed Products to be manufactured on commercial scales
to
ensure that stockists of the Licensed Products are adequately stocked
with
Licensed Products to ensure that sales of the Licensed Products are
maximised;
|
|
16.2.2.
|
meet
the demand for the Licensed Products in the
Territory;
|
|
16.3.
|
The
Licensee shall sell the Licensed Products only through high quality
retail
outlets approved in writing by the Licensor as appropriate to the
Licensor’s standing as an international designer.
|
|
16.4.
|
The
Licensee shall submit a proposal in writing to the Licensor for any
new
sales outlet and the Licensor shall either signify its approval or
rejection within [-----]24of
the receipt of the Licensee’s
proposal.
|
|
16.5.
|
The
Licensee shall not sell to any particular outlet to which the Licensor
objects on any ground whatsoever including (but without prejudice
to the
generality of the foregoing) that the style of the operation of any
of the
outlets does not conform with the standards associated with the
Trademarks.
|
|
16.6.
|
The
Licensee shall distribute the Licensed Products in accordance with
a
distribution policy previously agreed in writing by the Licensor
at the
commencement of each Calendar Half. In particular, but without
limitation:-
|
|
16.6.1.
|
the
Licensee shall not appoint any distributor of the Licensed Products
without the Licensor’s prior written approval. A list of distributors
currently approved by the Licensee is at Exhibit
B;
|
|
16.6.2.
|
during
the process of approving a distributor, the Licensee may be required
to
arrange meetings between the proposed distributor and representatives
of
the Licensor and assist the approval
process;
|
|
16.6.3.
|
the
Licensee shall not enter into an agreement with any distributor until
the
terms of the proposed agreement have been presented to the Licensor
for
approval and confirmed in writing as being
satisfactory;
|
|
16.6.4.
|
the
Licensor may insist that in selected areas within the Territory the
appointed distributor appoints dedicated sales personnel in respect
of the
Licensed Products. These dedicated sales personnel shall be recommended
to
dress in Xxxx Xxxxx clothing;
|
24
Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.134.24.
14
|
16.6.5.
|
distributors
of the Licensed Products may be required to have a dedicated telephone
line solely for the Licensed Products and a separate stationery for
the
distribution of the Licensed Products (the Licensor shall assist
in the
design of the stationery);
|
|
16.6.6.
|
the
Licensee shall use its best endeavours to ensure that each appointed
distributor of the Licensed Products shows the Licensed Products
in an
appropriate showroom and ideally in an separate room or area to where
the
products of any other manufacturer or the Licensee’s other products are
displayed.
|
|
16.6.7.
|
insofar
as it shall be lawful for the Licensee to do so, the Licensee shall
use
its best endeavours to seek to minimise the parallel trading by
distributors of and other dealers in the Licensed Products from one
country or territory within the Territory to another. In particular,
but
without limitation, and insofar as it shall be lawful for the Licensee
to
do so, the Licensee shall not, in any period of time, supply to any
distributor or other dealer appointed to distribute or deal in the
Licensed Products in a particular country or other territory a quantity
of
the Licensed Products in excess of the Licensee's realistic estimate
of
the maximum demand for the Licensed Products in that country or territory
for that period;
|
|
16.6.8.
|
the
Licensee shall cease to distribute the Licensed Products through
any
distributor that the Licensor shall require the Licensee to cease
to deal
with (even though the distributor has previously been approved by
the
Licensor in accordance with the provisions of this clause
16).
|
| 16.7. |
The
Licensee shall exploit the Licensed Products on an arm’s length bona fide
commercial basis and not in any circumstances to dispose of the Licensed
Products to any outlet in respect of which it has any interest or
ownership save at the usual commercial wholesale
rates.
|
|
17.
|
COMPLIANCE
WITH APPLICABLE LAWS
|
Each
Licensed Product distributed by the Licensee under this Agreement shall comply
with all applicable laws and regulations of governmental or other competent
authorities in the Territory from time to time, and any established industry
standards in the Territory and be safe for the use for which the same are
intended.
|
18.
|
INDEMNITIES
|
The
Licensee shall indemnify the Licensor against all claims, liabilities and
expenses arising out of:-
|
18.1.
|
the
Licensee’s activities under this Agreement or out of defects (whether
obvious or hidden) in any Licensed Products manufactured, promoted,
distributed or sold by the Licensee in the Territory or arising from
personal injury or any infringement of any rights of the Licensor
or of
any third party by the manufacture, sale, possession or use of the
Licensed Products by the Licensee or the Licensee’s failure to comply with
all applicable laws and regulations; and/or
|
|
18.2.
|
any
claim made against the Licensor by any agent, distributor, sub-licensee
or
former agent, distributor or sub-licensee of the Licensee for
compensation, indemnity, commission or other payments due to such
person.
|
15
| 19. |
|
19.1.
|
The
Licensee must promptly notify the Licensor of any actual or suspected
infringement within the Territory of the Trademarks or of any other
rights
of the Licensor that comes to its attention (“Infringement”).
|
|
19.2.
|
The
Licensee will co-operate fully with the Licensor in taking all steps
required by the Licensor, in its sole discretion in connection with
any
Infringement, including legal proceedings in the name of the Licensor
or
in the joint names of the Licensor and the Licensee. The Licensor
will be
responsible for the cost of any legal proceedings it requires, and
is
entitled to any damages, account of profits and/or awards of costs
recovered. The Licensee must use its best endeavours to assist the
Licensor in any legal proceedings relating to any
Infringement.
|
|
19.3.
|
If
the Licensor elects not to take proceedings in respect of any Infringement
the Licensee shall have the right but not the obligation to take
such
proceedings in the name of the Licensor on giving the Licensor an
indemnity as to costs. The Licensee shall be responsible for the
costs of
any such legal proceedings requires and is entitled to any damages,
account of profits and/or award of costs
recovered.
|
|
19.4.
|
In
the event of a third party commencing litigation against the Licensee
for
infringement arising out of the use by the Licensee in accordance
with the
terms of this Agreement of the Trademarks in any country in which
the
Trademarks are registered trademarks in respect of the Products the
Licensor shall indemnify and hold harmless the Licensee against any
out of
pocket expenses (including reasonable attorney’s fees) directly incurred
by the Licensee arising our of/or related to the use by the Licensee
of
the Trademarks in accordance with the terms of this Agreement in
the
marketing distribution and/or sale of the Licensed Products in those
countries subject to the following
conditions;-
|
|
19.4.1.
|
The
Licensee must promptly notify the Licensor in writing of any allegation
of
infringement;
|
|
19.4.2.
|
The
Licensee must make no admission without the Licensor’s written consent;
and
|
|
19.4.3.
|
The
Licensee must at the Licensor’s request allow the Licensor to conduct and
if it decides to settle all negotiations and litigation and must
give the
Licensor all reasonable assistance.
|
|
20.
|
DISCLOSURE
AND CONFIDENTIALITY
|
|
20.1.
|
If
the Licensee or any of its subsidiaries, associates, employees, agents
or
advisers receive confidential, secret or any proprietary information
of
the Licensor under this Agreement the Licensee shall keep the same
confidential and not at any time after such receipt disclose, divulge
or
communicate the same to any person other than (i) its officers or
employees and (ii) persons engaged by the Licensee to manufacture
Licensed
Products for it or on its behalf for sale by the Licensee where necessary
for performance of its obligations and in pursuance of its rights
under
this Licence.
|
|
20.2.
|
The
obligations of confidentiality set out in sub-clause 20.1 will not
extend
to information acquired by the Licensee which it can
show-
|
|
20.2.1.
|
at
the time of its acquisition was in, or at a later date has come into,
the
public domain, other than following a breach by the Licensee of this
Clause 20,
|
|
20.2.2.
|
it
knew prior to first disclosure to it by the Licensor;
or
|
16
|
20.3.
|
If
the Licensor or any of its subsidiaries, associates, employees, agents
or
advisers receive confidential, secret or any proprietary information
of
the Licensee under this Agreement the Licensor shall keep the same
confidential and not at any time after such receipt disclose, divulge
or
communicate the same to any person other than (i) its officers or
employees where necessary for performance of its obligations and
in
pursuance of its rights under this
Licence.
|
|
20.4.
|
The
obligations of confidentiality set out in sub-clause 20.3 will not
extend
to information acquired by the Licensor which it can
show-
|
|
20.4.1.
|
at
the time of its acquisition was in, or at a later date has come into,
the
public domain, other than following a breach by the Licensor of this
Clause 20,
|
|
20.4.2.
|
it
knew prior to first disclosure to it by the Licensee;
or
|
|
20.4.3.
|
it
received independently from a third party with the full right to
disclose.
|
|
21.
|
ASSIGNMENT
|
|
21.1.
|
This
Agreement is personal to the Licensee. Except as expressly provided
by the
following sub-clauses of this clause 21 or by clause 22 the Licensee
must
not assign or transfer all or any part of its rights or obligations
under
this Agreement nor grant any sub-licence of the rights hereby
granted.
|
|
21.2.
|
The
Licensee shall have the right to sell the Business with the prior
written
consent of the Licensor and subject to the conditions listed in sub-clause
21.3.
|
|
21.3.
|
The
conditions required to obtain the written consent of the Licensor
to the
sale of the Business by the Licensee shall be
that:-
|
|
21.3.1.
|
any
proposed purchaser shall submit his offer in writing and shall be
bona
fide and at arms’ length and shall meet the Licensor's standards with
respect to business experience, financial status, character and
ability;
|
|
21.3.2.
|
the
Licensee must at the time of its application for consent not be in
breach
of any of its obligations to the Licensor under the terms of this
Agreement;
|
|
21.3.3.
|
the
Licensor shall be satisfied that the proposed purchaser has adequate
financial resources to perform the obligations of licensee under
this
Agreement and to enable it to trade profitably. The Licensor in so
satisfying itself shall not be taken to be making any representations
or
giving any warranties to such prospective
purchaser;
|
|
21.3.4.
|
payment
is made by the Licensee of all costs and all obligations by or of
the
Licensee to the Licensor are discharged without any right of deduction
or
set-off; and
|
|
21.3.5.
|
the
prospective purchaser offers to enter into a licence agreement with
the
Licensor on the same terms as this agreement for the unexpired period
of
the Term.
|
17
|
21.4.
|
The
Licensee shall as soon as possible inform the Licensor of its desire
to
sell the Business and submit to the Licensor a copy of each written
offer
received from any proposed purchaser to purchase the Business from
the
Licensee together with:-
|
|
21.4.1.
|
a
financial statement of affairs and the business history of the proposed
purchaser; and
|
|
21.4.2.
|
details
of any other terms which may have been agreed between the Licensee
and the
proposed purchaser.
|
|
21.5.
|
Upon
receipt of the information referred to in clause 21.4 the Licensor
shall,
in addition to its other rights under this Agreement, have an option
to
purchase the Business for the same amount and upon the same terms
as the
proposed purchaser has offered (even if the Licensee subsequently
receives
a higher bid for the Business). The Licensor shall have a period
of
[-----]25 after
receipt of such information to exercise its option to purchase by
notice
in writing to the Licensee. The sale and purchase shall be completed
within [-----]26
following the service of the Licensor's notice exercising the option.
The
Licensee shall notify the Licensor of any variation in the terms
offered
by any prospective purchaser and the said period of [-----]27 shall
re-commence as from the date of such notification of a variation
in the
offered terms. In this clause the expression “the
Business”
shall include all assets employed in or about the conduct of the
Business
including the freehold or leasehold interest under which the Licensee
occupies any premises used in the
Business.
|
|
21.6.
|
If
the Licensor shall not exercise the option conferred by clause 21.5
the
Licensee shall be entitled within the period of [-----]28 thereafter
to proceed with its application to sell the Business to a proposed
purchaser upon the same or no more favourable terms to the purchaser
than
those notified to the Licensor pursuant to clause
21.4.
|
|
21.7.
|
Upon
either (i) the Licensor exercising the option conferred by clause
21.5 or
(ii) upon the satisfaction of the conditions referred to in clause
21.3
the Licensor and the Licensee shall each be deemed to have released
the
other from the terms of this Agreement save for those provisions
which by
their nature or effect survive termination. In addition the Licensee
shall
be deemed to have released and discharged the Licensor from and against
all claims and demands whether or not contingent which the Licensee
may
have against the Licensor arising from this Agreement or otherwise
in any
way out of the relationship between the Licensor and the
Licensee.
|
|
21.8.
|
For
the purpose of this clause any change in the beneficial ownership
of the
issued share capital or of the de facto control of the Licensee shall
be
deemed to be an assignment.
|
25 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.134.25.
26
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.26.
27
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.27.
28
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.28.
18
|
21.9.
|
Notwithstanding
the previous provisions of this clause the Licensee shall be permitted
to
assign the benefit, but subject to the burden, of this Agreement
to
another limited company of comparable financial standing to the Licensee
which is owned (in its entirety) by either the Guarantor or the Licensee
without the prior written approval of the Licensor subject only to
the
assignee company entering into a deed of adherence with the Licensor
agreeing to be bound by the agreements on the part of the Licensee
contained in this Agreement and agreeing to re-assign this Agreement
to
the Licensee in the event of the company ceasing to be wholly owned
by the
Licensee or the Guarantor. The deed of adherence shall be prepared
by the
solicitors of the Licensor at the cost of the Licensee and on the
completion of such deed of adherence the Licensor shall release the
Licensee named in this Agreement from any liability for any future
breach
of the terms of this Agreement.
|
|
22.
|
SUB-LICENSING
|
|
22.1.
|
The
Licensee may, with the prior written consent of the Licensor, sub-license
some or all of the rights granted by this Agreement subject to the
following further conditions:-
|
|
22.1.1.
|
the
Licensor shall have submitted the proposed sub licence agreement
to the
Licensor for the Licensor’s approval and (without limitation to the
generality of the foregoing) the Licensee shall include in any sub
licence
agreement it may enter into pursuant to the obtaining of such
consent:-
|
|
22.1.1.1.
|
Covenants
by the sub licensee to observe and perform the terms and conditions
on the
part of the Licensee contained in this Agreement so far as the same
in the
opinion of the Licensor are applicable to and capable of observance
and
performance by such sub licensee;
|
|
22.1.1.2.
|
Covenants
by the sub-licensee not to assign the sub-licence agreement nor to
grant
any sub-licence of any of the rights granted by the sub-licence agreement
without, in each case, the prior consent in writing of the
Licensor;
|
|
22.1.1.3.
|
Provision
for determination as contained in clauses 25.1 and 25.2 and for ipso
facto
determination in the event of and contemporaneously with the determination
of this Agreement and the licence granted under this
Agreement;
|
| 22.1.1.4. |
Provision
for determination in the event of the acquisition of [-----]29 or
more of any of the share voting rights in the sub licensee or in
any
holding company of the sub licensee being (in either case) a private
limited company (but not a public limited company) by any person
firm
corporation or group of persons firms or corporations acting in concert
directly or indirectly.
|
|
22.1.2.
|
The
Licensee shall strictly enforce the performance by any sub licensee
of the
Licensee of the terms of the relevant sub-licence
agreement.
|
|
22.1.3.
|
If
any sub licensee of the Licensee commits any breach of the relevant
sub
licence agreement the Licensee shall commence to remedy or procure
its
remedy within [-----]30 of
the Licensee having received written notice from the Licensor requiring
it
to do so and if the Licensee shall have failed to complete the remedying
of such breach within [-----]31 of
the receipt of such notice then the Licensee shall, if required by
the
Licensor, terminate the relevant sub licence
agreement.
|
29
Confidential information omitted and filed separately with the SEC
with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.29.
30
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.30.
31
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.31.
19
|
23.
|
INSURANCE
|
|
23.1.
|
The
Licensee shall at its expense carry product liability and comprehensive
general liability insurance covering the Licensed Products of not
less
than five million pounds. Such insurance policy shall remain in effect
throughout the Term and for a period of six years after termination.
The
Licensee shall instruct its insurers in writing (with a copy to the
Licensor) to notify the Licensor directly in the event that the insurance
shall lapse or cease. The Licensee shall notify the Licensor of all
claims
made to it and notified to its insurers relating to the Licensed
Products.
|
|
23.2.
|
Promptly
on request from the Licensor the Licensee shall provide a certificate
confirming the existence of insurance in accordance with this
Clause
23.
|
|
24.
|
GUARANTEE
PROVISIONS
|
|
24.1.
|
In
consideration of the Licensor entering into this Agreement with the
Licensee at the request of the Guarantor, the Guarantor hereby
unconditionally and irrevocably guarantees to the Licensor the full,
prompt and complete payment by the Licensee of all sums due to the
Licensor pursuant to this Agreement and the due and punctual performance
by the Licensee of all its obligations under this
Agreement.
|
|
24.2.
|
The
guarantee contained in this clause 24 is a continuing guarantee and
shall
remain in force until all the obligations of the Licensee under this
Agreement have been fully performed and all sums payable by the Licensee
have been fully paid.
|
|
24.3.
|
The
Licensor may without any consent from the Guarantor and without affecting
the Guarantor's liability under this Agreement grant time or indulgence
to
or compound with the Licensee or any other person and the guarantee
contained in this clause 24 shall not be discharged nor shall the
Guarantor's liability under it be affected by anything which would
not
have discharged or affected the Guarantor's liability if the Guarantor
had
been a principal debtor or principal obligor to the Licensor instead
of a
Guarantor.
|
|
24.4.
|
If
the Guarantor is unable to procure that the Licensee duly and punctually
performs its obligations under this Agreement then it shall indemnify
the
Licensor in respect of all costs, damages, charges and expenses incurred
or suffered by the Licensor as a result of any of the obligations
of the
Licensee under this Agreement being or becoming void, voidable,
unenforceable or ineffective as against the Licensee for any reason,
whether or not known to the Licensor, the amount of such loss being
the
amount which the Licensor would otherwise have been entitled to recover
from the Licensee.
|
|
24.5.
|
It
shall not be necessary, prior to seeking payment or indemnification
from
the Guarantor under this guarantee, for the Licensor to pursue or
prosecute any claim it may have against the Licensee and after any
default
by the Licensee the Licensor may at any time make claims and/or take
action (whether in the Courts or otherwise) against the Guarantor
as if
the Guarantor was a principal obligor to the Licensor under this
Agreement
having joint and several liability with the Licensee under this
Agreement.
|
20
| 25. |
TERMINATION
|
|
25.1.
|
The
Licensor may terminate this Agreement immediately by giving notice
to the
Licensee if:
|
|
25.1.1.
|
the
Licensee commits any breach of this Agreement (other than a failure
to pay
any sum to the Licensor that falls
due);
|
|
25.1.2.
|
the
Licensor gives notice to the Licensee to remedy the breach (or to
the
extent that the breach is not capable of remedy, to give compensation
for
it); and
|
|
25.1.3.
|
the
Licensee fails to do so within [-----]32 of
the notice.
|
|
25.2.
|
The
Licensor may terminate this Agreement immediately by giving notice
to the
Licensee if:
|
|
25.2.1.
|
the
Licensee or the Guarantor or any sub licensee of the Licensee becomes
insolvent, is adjudicated bankrupt or compounds with or makes any
arrangement with or makes a general assignment for the benefit of
its
creditors
or
becomes for any reason whatsoever legally permitted not to pay its
debts
as they fall due or ceases to exist as a separate legal entity or
does or
suffers any act or thing equivalent to any of the
above;
|
|
25.2.2.
|
the
Licensee or the Guarantor or any sub licensee of the Licensee fails
to pay
any sum to the Licensor that falls due whether the transaction is
connected with this Agreement or
not;
|
|
25.2.3.
|
the
Licensee assigns this Agreement or the Licensee grants a sub licence
of
this Agreement without, in either such case, the consent of the Licensor
or purports to do so or any sub-licensee of the Licensee assigns
or grants
a sub-licence without the necessary consent of the Licensor or purports
to
do so;
|
|
25.2.4.
|
the
Licensee or any sub licensee of the Licensee is deprived of or disposes
of
its business or a substantial part thereof, "substantial" for the
purposes
of this sub-clause meaning a part which in the last accounting year
of the
entity represented [-----]33 or
more of the relevant entity's
turnover;
|
|
25.2.5.
|
the
Licensee or the Guarantor or any sub licensee of the Licensee has
any
restriction or limitation placed on the existing powers of its directors
to manage its business or on the powers of its shareholders to elect
those
directors;
|
|
25.2.6.
|
the
Licensee fails in any year of the Term to pay the Minimum Royalty;
or
|
|
25.2.7.
|
the
Guarantor ceases to retain (directly or indirectly) more than [-----]34 of
the share voting rights in the Licensee;
or
|
|
25.3.
|
The
Licensee may terminate this Agreement immediately by written notice
to the
Licensor if the Licensor commits any breach of this Agreement and
the
Licensee gives notice to the Licensor to remedy the breach (or to
the
extent that the breach is not capable of remedy, to give compensation
for
it) and the Licensor fails to do so within sixty (60) days of the
notice.
|
32
Confidential information omitted and filed separately with the SEC with
a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.32.
33
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.33.
34
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.34.
21
|
26.
|
EFFECT
OF TERMINATION
|
|
26.1.
|
When
this Agreement is terminated:
|
|
26.1.1.
|
all
the Licensee's rights under this Agreement shall thereupon terminate
or be
terminated (as the case may be) and the Licensee shall not thereafter
be
concerned with the Licensed Products whether by way of manufacture,
sale
or otherwise;
|
|
26.1.2.
|
the
licence to use the Trademarks ceases immediately and the Licensee
will
immediately discontinue the use of the Trademarks, signs, cards,
notices
and other display or advertising matter indicative of “Xxxx Xxxxx” or of
any association with the Licensor or products of the Licensor and
will
make or cause to be made such changes in signs, cards, notices and
other
display or advertising matter as the Licensor shall direct. If the
Licensee shall within [-----]35 of
such direction fail or omit to make or cause to be made any change
then
the Licensor shall have power (without incurring or imposing any
liability
on the Licensor to the Licensee) without the consent of the Licensee,
save
the consent hereby irrevocably given, to enter upon any premises
of the
Licensee and to make or cause to be made any such change at the expense
of
the Licensee which expense the Licensee hereby agrees to pay on demand.
The Licensee shall also when demanded by the Licensor deliver up
to the
Licensor all stationery, literature, signs, cards, notices other
display
or advertising matter and any other article bearing the name “Xxxx Xxxxx”
or the Trademarks which may be the property of the Licensee. All
items
which may have been loaned to the Licensee by the Licensor shall
be
returned to the Licensor at the Licensee's
expense;
|
|
26.1.3.
|
the
Licensee must not manufacture, sell or offer any products or services
of
any type or description under or by reference to the Trademarks or
any
confusingly similar xxxx;
|
|
26.1.4.
|
the
Licensee must return to the Licensor at its own expense all confidential,
secret or proprietary information of the Licensor (including all
copies in
whatever form of any such information) and undertakes not to use
that
information for any purpose;
|
|
26.1.5.
|
the
Licensee must co-operate with the Licensor in cancelling any registration
of this Agreement as a Licence or of the Licensee as a permitted
user of
the Trademarks. If
the Licensee shall fail so to do the Licensor is hereby irrevocably
appointed the agent of the Licensee with full authority to give such
notice to any Registrar of Trade Marks on behalf of the Licensee;
and
|
|
26.1.6.
|
the
Licensee shall cease the use of all material of whatever nature the
copyright and/or design right of which is vested in the Licensor
or where
the continued use thereof would in any way infringe the Licensor's
copyright and/or design right.
|
35
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.35.
22
|
26.2.
|
The
Licensee must within [-----]36 of
termination pay the Licensor all sums due under this Agreement together
with all accrued interest.
|
|
26.3.
|
Termination
of this Agreement by each party pursuant to Clause 24 shall be without
prejudice to the right to seek compensation for breach of any provisions
of this Agreement.
|
|
26.4.
|
Except
as expressly set out above, all rights and obligations of the parties
under this Agreement shall cease upon its termination or
expiry.
|
|
27.
|
SUPERVENING
LAWS AND FORCE MAJEURE
|
|
27.1.
|
The
rights and obligations of the parties under this Agreement shall
be
subject to all applicable laws, orders, regulations, directions,
restrictions and limitations of Governments or other bodies having
jurisdiction over the parties.
|
|
27.2.
|
If
any such law, order, regulation, direction, restriction or limitation
as
aforesaid or any treaty or other international agreement or the final
judicial construction of any of them shall after the date of the
execution
of this Agreement substantially alter the relationship between the
parties
or the advantages derived from such relationship then the parties
shall on
request from the adversely affected party modify this Agreement to
restore
the situation if practicable or to compensate for such alteration.
If the
parties are unable to agree on such a modification within three months
after the notice of request has been received by the party not affected
then any party may refer the matter for determination by the courts
in
conformity with Clause 31
|
|
27.3.
|
Subject
to clause 27.2, if and to the extent that either party is prevented
or
delayed by Force Majeure from performing any of its obligations under
this
Agreement and promptly so notifies the other party, specifying the
matters
constituting Force Majeure together with such evidence in verification
thereof as it can reasonably give and specifying the period for which
it
is estimated that the prevention or delay will continue, then the
party so
affected shall be relieved of liability to the other party for failure
to
perform or for delay in performing such obligations (as the case
may be),
but shall nevertheless use its best endeavours to resume full performance
thereof provided that if the Force Majeure continues for a period
of six
months or more following notification, the party not affected by
the Force
Majeure may terminate this Agreement by giving not less than [-----]37 prior
notice to the other party, but the notice of termination shall be
of no
effect if the party affected by the Force Majeure resumes full performance
of its obligations before the expiry of the notice
period.
|
|
27.4.
|
Nothing
in clause 27.3 shall affect or relieve the Licensee’s obligation to pay
the Royalty or any other sum due to the Licensor from the Licensor
under
this Agreement.
|
| 28. |
SEVERANCE
|
|
28.1.
|
If
any provision of this Agreement shall be found by any court or
administrative body of competent jurisdiction to be invalid or
unenforceable, such invalidity or unenforceability shall not affect
the
other provisions of this Agreement which shall remain in full force
and
effect.
|
36
Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc. No. 10.134.36.
37
Confidential information omitted and filed separately with the SEC with
a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.37.
23
|
28.2.
|
If
any provision of this Agreement is so found to be invalid or unenforceable
but would be valid or enforceable if some part of the provision were
deleted, the provision in question shall apply with such modification(s)
as may be necessary to make it valid and
enforceable.
|
|
28.3.
|
The
parties agree, in the circumstances referred to in sub-clause 28.1
and if
sub-clause 28.2 does not apply, to attempt to substitute for any
invalid
or unenforceable provision a valid or enforceable provision which
achieves
to the greatest extent possible the same effect as would have been
achieved by the invalid or unenforceable provision. The obligations
of the
parties under any invalid or unenforceable provision of this Agreement
shall be suspended while an attempt
at such substitution is made.
|
|
29.
|
THIRD
PARTY RIGHTS
|
A
person
who is not a party to this Agreement has no right to enforce any term of this
Agreement but this does not affect any right or remedy of a third party which
exists or is available apart from the Contracts (Rights of Third Parties) Acx
0000.
|
30.
|
MISCELLANEOUS
|
|
30.1.
|
This
Agreement, together with any documents referred to in it, constitutes
the
whole agreement between the parties relating to its subject matter
and
supersedes and extinguishes any prior drafts, agreements, undertakings,
representations, warranties and arrangements of any nature, whether
in
writing or oral, relating to such subject
matter.
|
|
30.2.
|
Each
of the parties acknowledges and agrees that in entering into this
Agreement, and the documents referred to in it, it does not rely
on, and
shall have no remedy in respect of, any statement, representation,
warranty or understanding (whether negligently or innocently made)
of any
person (whether party to this Agreement or not) other than as expressly
set out in this Agreement. Nothing in this clause shall, however, operate
to limit or exclude any liability for
fraud.
|
|
30.3.
|
No
variation of this Agreement shall be effective unless made in writing
and
signed by or on behalf of each of the
parties.
|
|
30.4.
|
In
order to enable the Licensor to ascertain whether the Licensee is
complying with the obligations imposed upon it under this Agreement
and in
order to enable the Licensor to enforce rights given to it by this
Agreement, the Licensor may at any time enter premises of the Licensee
and
of any sub licensee of the Licensee without any other consent of
the
Licensee save that which the Licensee hereby gives and which it hereby
agrees not to revoke.
|
24
|
30.6.
|
Any
notice required to be given under this Agreement or in connection
with the
matters contemplated by it shall, except where otherwise specifically
provided, be in writing personally delivered, in which case it shall
be
deemed to have been given upon delivery at the relevant address,
or sent
by first class pre-paid post, in which case it shall be deemed to
have
been given seven Business Days after the date of posting, or sent
by
facsimile, in which case it shall be deemed to have been given when
despatched, subject to confirmation of uninterrupted transmission
by a
transmission report.
|
|
30.7.
|
Without
prejudice to any other rights or remedies that the Licensor may have,
the
Licensee acknowledges and agrees that damages alone would not be
an
adequate remedy for any breach by the Licensee of the provisions
of this
Agreement and that accordingly the Licensor shall be entitled, without
proof of special damages, to the remedies of injunction, specific
performance or other equitable relief for any threatened or actual
breach
of the provisions of this
Agreement.
|
|
30.8.
|
Any
time, date or period mentioned in this Agreement may be extended
by
written agreement between the parties but otherwise and except as
expressly provided, as regards any time, date or period originally
fixed
or any time, date or period so extended as aforesaid, time shall
be of the
essence for
the performance of each of the Licensee's (but not the Licensor's)
obligations under this Agreement.
|
|
30.9.
|
|
30.10.
|
This
Agreement is drawn up in the English language. If this Agreement
is
translated into another language, the English language text shall
in any
event prevail.
|
|
30.11.
|
None
of the parties shall make any announcement relating to this Agreement
or
its subject matter without the prior written approval of the other
party
except as required by law or by any legal or regulatory
authority.
|
|
30.12.
|
This
Agreement may be executed in any number of counterparts, each of
which,
when executed and delivered, shall be an original, and all the
counterparts together shall constitute one and the same
instrument.
|
|
30.13.
|
Each
party shall pay its own costs relating to the negotiation, preparation,
execution and implementation by it of this Agreement and of each
document
referred to in it.
|
|
31.
|
LAW
AND JURISDICTION
|
This
Agreement shall be governed by, and construed in accordance with, English Law
and each of the parties irrevocably submits to the non-exclusive jurisdiction
of
the English courts and waives any objection to proceedings in such courts on
the
grounds of venue or on the grounds that the proceedings have been brought in
an
inconvenient forum.
25
EXHIBIT
A
The
Countries where the Trademarks
are currently registered in respect of fragrances
|
Country
|
|
Xxxx(s)
|
|
Number
|
|
Class(es)
|
|
Filing/Reg
Date
|
|
Status/Renew
|
|
Comments
|
|
AUSTRALIA
|
Xxxx
Xxxxx
|
754526
|
3,9,14,18,00
|
00.00.00
|
10.02.2008
|
Toiletries,
Eyewear, Watches, Luggage & Clothing
|
||||||
|
-
renewed awaiting certificates for new dates
|
||||||||||||
|
AUSTRIA
|
Xxxx
Xxxxx
|
139974
|
3,9,14,18,00
|
00.00.00
|
22.01.2012
|
Toiletries,
Eyewear, Watches, Luggage &
Clothing
|
||||||
|
BENELUX
|
Xxxx
Xxxxx
|
500607
|
3,9,14,18,00
|
00.00.00
|
13.09.2011
|
Toiletries,
Eyewear, Watches, Luggage & Clothing
|
||||||
|
CROATIA
|
Xxxx
Xxxxx
|
Z971591
|
3,9,14,18,00
|
00.00.00
|
16.10.2007
|
Toiletries,
Eyewear, Watches, Luggage & Clothing
|
||||||
|
-
renewed awaiting certificates
|
||||||||||||
|
CYPRUS (Greek)
|
Xxxx
Xxxxx
|
3,9,14,18,25
|
Application
|
Toiletries,
Eyewear, Watches, Luggage & Clothing
|
||||||||
|
CYPRUS (Turkish)
|
Xxxx
Xxxxx
|
5567
|
3,9,14,18,00
|
00.00.00
|
20.04.2008
|
Toiletries,
Eyewear, Watches, Luggage & Clothing
|
||||||
|
-
Being renewed with CPA
|
||||||||||||
|
FRANCE
|
Xxxx
Xxxxx
|
1563240
|
3,9,14,00
|
00.00.00
|
27.08.2009
|
Toiletries,
Eyewear, Watches & Luggage
|
||||||
|
GERMANY
|
Xxxx
Xxxxx
|
1185322
|
3,00
|
00.00.00
|
21.08.2009
|
Toiletries,
Clothing & footwear
|
||||||
|
GREECE
|
Xxxx
Xxxxx
|
95676
|
3,14,00
|
00.00.00
|
19.09.2009
|
Toiletries,
Watches, Clothing & footwear
|
26
|
Country
|
Xxxx(s)
|
Number
|
Class(es)
|
Filing/Reg
Date
|
Status/Renew
|
Comments
|
||||||
|
INDONESIA
|
Xxxx
Xxxxx
|
IDM000037333
|
3
|
30.10.93
|
30.10.2013
|
Toiletries
|
||||||
|
(Additionally,
XXXX XXXXX recorded as "Well-Known Trade Xxxx" in Indonesia by application
filed 19.4.95)
|
||||||||||||
|
ITALY
|
Xxxx
Xxxxx
|
912251
|
3,9,14,18,00
|
00.00.00
|
12.01.10
|
Toiletries,
Eyewear, Watches, Luggage & Clothing
|
||||||
|
JAPAN
|
Xxxx
Xxxxx logo
|
2134355
|
4
|
28.04.89
|
28.04.2009
|
Soaps,
perfumery etc.
|
||||||
|
KUWAIT
|
Xxxx
Xxxxx
|
45630
|
3
|
07.01.01
|
06.01.11
|
Toiletries
etc.
|
||||||
|
MACAU
|
Xxxx
Xxxxx
|
14-979-M
|
3,9,14,18,00
|
00.00.00
|
04.03.2014
|
Toiletries,
Eyewear, Watches, Luggage & Clothing
|
||||||
|
-
renewed ex 04.03.2013
|
||||||||||||
|
MEXICO
|
Xxxx
Xxxxx (Logo)
|
674913
|
3
|
20.10.00
|
25.07.2010
|
Toiletries,
fragrances etc.
|
||||||
|
|
Xxxx
Xxxxx (Block)
|
698422
|
3
|
18.05.01
|
22.09.2010
|
Toiletries
|
||||||
|
NORTH
KOREA
|
Xxxx
Xxxxx
|
8599
|
3,9,14,16,18,
|
29.07.95
|
29.07.2005
|
Toiletries,
Eyewear, Watches, Stationery, Luggage,
|
||||||
|
25,34
|
Clothing
& footwear, Lighters etc.
|
|||||||||||
|
PHILIPPINES
|
Xxxx
Xxxxx
|
99977
|
3
|
14.12.03
|
14.12.2023
|
Fragrances
& Toiletries
|
||||||
|
PORTUGAL
|
Xxxx
Xxxxx
|
253966
|
3
|
29.10.93
|
29.10.2013
|
Fragrances
& Toiletries.
|
||||||
|
RUSSIAN
|
Xxxx
Xxxxx
|
176715
|
3,9,14,18,00
|
00.00.00
|
20.10.2007
|
Toiletries,
Eyewear, Watches, Luggage, Clothing -
|
||||||
|
FEDERATION
|
ON
Community TM 755406
|
|||||||||||
|
PS
Xxxx Xxxxx
|
172713
|
3,9,14,18,00
|
00.00.00
|
20.10.2007
|
Toiletries,
Eyewear, Watches, Luggage, Clothing
|
|||||||
|
-
ON
Community TM 755406
|
||||||||||||
27
|
Country
|
Xxxx(s)
|
Number
|
Class(es)
|
Filing/Reg
Date
|
Status/Renew
|
Comments
|
||||||
|
SAUDI
ARABIA
|
Xxxx
Xxxxx
|
624/83
|
3
|
23.04.02
|
19.10.2010
|
Toiletries,
Perfumery etc
|
||||||
|
SOUTH
AFRICA
|
Xxxx
Xxxxx
|
99/01629
|
3
|
02.02.99
|
02.02.2009
|
Toiletries,
perfumery, dentifrices etc -
|
||||||
|
ON
Community TM 755406
|
||||||||||||
|
SOUTH
KOREA
|
Xxxx
Xxxxx
|
238633
|
00
|
00.00.00
|
21.02.2012
|
Perfumery,
hair products etc
|
||||||
|
238634
|
03
(21)
|
22.05.92
|
21.05.2012
|
Toiletries,
dentifrices etc
|
||||||||
|
|
Xxxx
Xxxxx logo
|
337917
|
00
|
00.00.00
|
23.04.2006
|
Perfumery,
hair products etc
|
||||||
|
|
337918
|
3,00
|
00.00.00
|
23.04.2016
|
Cosmetics
soaps, soap boxes, toothbrushes,
|
|||||||
|
|
Korean
letters
|
|||||||||||
|
Xxxx
Xxxxx in
|
498007
|
3,9,14,18,25
|
20.07.2001
|
20.07.2011
|
Toiletries,
Eyewear, Jewellery, Luggage and Clothing
|
|||||||
|
Korean
characters
|
||||||||||||
|
PS
Xxxx Xxxxx in
|
498008
|
3,14,18,25
|
20.07.2001
|
20.07.2011
|
Toiletries,
Jewellery, Luggage and Clothing
|
|||||||
|
Korean
characters
|
|
|
|
|
|
|||||||
|
SPAIN
|
Xxxx
Xxxxx
|
1512729
|
3
|
20.07.89
|
20.07.2009
|
Toiletries
|
||||||
|
Xxxx
Xxxxx logo
|
1326880
|
3
|
05.08.91
|
05.08.2011
|
Toiletries
|
|||||||
|
SWITZERLAND
|
Xxxx
Xxxxx
|
392654
|
3,9,14,18,00
|
00.00.00
|
09.09.2011
|
Toiletries,
Eyewear, Watches, Luggage, Clothing etc
|
||||||
|
TAIWAN
|
Xxxx
Xxxxx
|
991817
|
3
|
01.04.2002
|
31.03.2012
|
Toiletries,
fragrances etc
|
||||||
|
PS
Xxxx Xxxxx
|
882702
|
00
|
00.00.00
|
01.08.2010
|
Clothing
& Footwear etc
|
28
|
Country
|
Xxxx(s)
|
Number
|
Class(es)
|
Filing/Reg
Date
|
Status/Renew
|
Comments
|
||||||
|
THAILAND
|
Xxxx
Xxxxx logo
|
Kor22428
|
3
|
08.12.93
|
06.12.2013
|
Fragrances
|
||||||
|
Xxxx
Xxxxx logo
|
Kor28939
|
9
|
08.12.93
|
06.12.2013
|
Spectacles
etc.
|
|||||||
|
TURKEY
|
Xxxx
Xxxxx
|
210373
|
3,9,14,18,00
|
00.00.00
|
05.05.2009
|
Toiletries,
Spectacles, Watches, Bags, Clothing & Footwear -
|
||||||
|
On
International TM 708450
|
||||||||||||
|
U.A.E
|
Xxxx
Xxxxx
|
46682
|
3
|
10.01.01
|
10.01.11
|
Toiletries,
fragrances etc.
|
||||||
|
|
||||||||||||
|
UNITED
KINGDOM
|
Xxxx
Xxxxx
|
2051161
|
3,8,9,14,16,
|
12.01.96
|
12.01.2016
|
Toiletries,
Penknives, Eyewear, Watches, Stationery,
|
||||||
|
U.S.A
|
Xxxx
Xxxxx
|
1511432
|
3
|
08.11.88
|
08.11.2008
|
Toiletries
|
||||||
|
COMMUNITY
(EEC)
|
Xxxx
Xxxxx
|
45393
|
3,8,9,14,16,
|
04.09.2001
|
1.04.2016
|
Widest
possible classification of goods
|
||||||
|
18,21,24,25,
|
||||||||||||
|
34
|
||||||||||||
|
Austria
|
||||||||||||
|
Belgium
|
||||||||||||
|
Denmark
|
||||||||||||
|
Finland
|
||||||||||||
|
France
|
||||||||||||
|
Germany
|
||||||||||||
|
Greece
|
||||||||||||
|
Ireland
|
||||||||||||
|
Italy
|
||||||||||||
|
Luxembourg
|
||||||||||||
|
Netherlands
|
||||||||||||
|
Portugal
|
||||||||||||
|
Spain
|
||||||||||||
|
Sweden
|
||||||||||||
|
U.K.
|
29
|
Country
|
Xxxx(s)
|
Number
|
Class(es)
|
Filing/Reg
Date
|
Status/Renew
|
Comments
|
||||||
|
Xxxx
Xxxxx Swirl
|
3759909
|
3,9,14,16,18,25,00
|
00.00.00
|
24.03.2014
|
Fragrances,
watches, jewellery, stationery, leathergoods
|
|||||||
|
clothing,
footwear, rugs
|
||||||||||||
|
Xxxx
X Xxxx Xxxxx
|
6186878
|
3,14,16,18,21,24,
|
10.09.07
|
Perfumery,precious
metals, packaging,leather goods,household
|
||||||||
|
and
25
|
goods,
textiles, clothing and footwear
|
|||||||||||
|
Xxxx
X
|
6186506
|
3,14,16,18,21,24
|
Perfumery,precious
metals, packaging,leather goods,household
|
|||||||||
|
and
00
|
00.00.00
|
goods,
textiles, clothing and footwear
|
||||||||||
|
|
|
|
|
|
|
|
||||||
|
INTERNATIONAL
|
Xxxx
Xxxxx
|
755406
|
3,9,14,16,18
|
20.03.2001
|
20.03.2011
|
Fragrances,
Sunglasses/Eyewear, Watches, Stationery, Leather
|
||||||
|
New
Madrid
|
&
25
|
Goods/Lugage,
Clothing & Footwear
|
||||||||||
|
Protocol
|
||||||||||||
|
China
|
||||||||||||
|
Czech
Republic
|
||||||||||||
|
Hungary
|
||||||||||||
|
Iceland
|
||||||||||||
|
Monaco
|
||||||||||||
|
Norway
|
||||||||||||
|
Poland
|
||||||||||||
|
Romania
|
||||||||||||
|
Russian
Federation
|
||||||||||||
|
Turkey
|
||||||||||||
|
Yugoslavia
|
||||||||||||
|
Japan
|
3,9,14,16
& 18
|
Fragrances,
Sunglasses/Eyewear, Watches, Stationery, Leather
|
||||||||||
|
Goods/Lugage
|
||||||||||||
|
Morocco
|
3,9,14,16
& 18
|
Fragrances,
Sunglasses/Eyewear, Watches, Stationery, Leather
|
||||||||||
|
Goods/Lugage
|
||||||||||||
30
|
Country
|
Xxxx(s)
|
Number
|
Class(es)
|
Filing/Reg
Date
|
Status/Renew
|
Comments
|
||||||
|
Singapore
|
3,9,14,16
& 18
|
Fragrances,
Sunglasses/Eyewear, Watches, Stationery, Leather
|
||||||||||
|
Goods/Lugage
|
||||||||||||
|
Philippines
|
99977
|
3
|
Application
|
Fragrances
|
31
EXHIBIT
B
List
of currently approved distributors
as at June 2008
|
COUNTRY
|
COMPANY
|
||
|
AFRICA
|
SARESCO
|
||
|
AFRIQUE
NOIRE
|
WHITE
SHARK INTERNATIONAL
|
||
|
ARGENTINA
|
XXXXX
SA
|
||
|
ARMENIA
|
NUSHIKIAN
|
||
|
AUSTRALIA
|
COSMAX
|
||
|
BAHREIN
|
XXXXXX
XXXXX AL HAWAJ
|
||
|
BANGLADESH
|
STARASIA
|
||
|
BELGIUM
|
ELHA
COSMETIC
|
||
|
BELORUSSIA
|
UE
BESTPERFUME
|
||
|
BOLIVIA
|
FRAGANCE
|
||
|
Bosnie
+ Croatia + Rumania + Slovenia + Serbia
|
XXXXXX
|
||
|
BRAZIL
|
VIZCAYA
|
||
|
BULGARIE
|
NOVEA
LTD
|
||
|
CAMBODGE
|
STARASIA
|
||
|
CHILE
|
XXXXX
CHILE
|
||
|
COLOMBIA
|
LA
RIVIERA - GRUPO VISA
|
||
|
CZECH
REPUBLIK
|
MAST
GROUP
|
||
|
DENMARK
|
TRADEMADE
|
||
|
DFS
|
MASTERS
& ASSOCIATES
|
||
|
DFS+
Dom Xxx
|
ESSENCE
CORP
|
||
|
ECUADOR
|
LAS
FRAGRANCIAS
|
||
|
EGYPT
|
MAC
|
||
|
EMIRATS
ARABES UNIS
|
ALLIED
|
||
|
ESTONIA
|
XXXXXX
XXXX
|
||
|
FIDJI
|
XXXXXXXX
|
||
|
FINLAND
|
XXXX
XXXX
|
||
|
GEORGIA
|
COSMOLUX
|
||
|
GERMANY
+ AUSTRIA
|
IP
DEUTSCHLAND
|
||
|
GREECE
|
AROMCA
|
||
|
HK
+ CHINA
|
ETERNAL
OPTICAL
|
||
|
XXXXXXX
|
XXXX
COSMETIC
|
||
|
ICELAND
|
FORVAL
|
||
|
INDIA
|
BACCAROSE
|
||
|
INDONESIA
|
LUXASIA
INDONESIA
|
||
|
IRAN
|
FARKISH
|
||
|
IRELAND
|
XXXXXXX
XXXXX
|
||
|
ISRAEL
|
SHESTOWITTZ
|
||
|
ITALY
|
INTER
PARFUMS ITALIA
|
||
|
JAPAN
|
BLUEBELL
BEAUTE KK
|
||
|
XXXXXXXX
|
XXXXXXX
TRADING
|
||
|
KOREA
|
KOICC
|
||
|
KOWEIT
|
H&C
|
||
|
LEBANON
|
XXXXXX
|
||
|
MALAYSIA
|
LUXASIA
|
||
|
MALTA
|
CHEMIMART
|
||
|
MALTA
|
CHEMIMART
|
||
|
MONGOLIA
|
BISHRELT
|
||
|
NEW
ZEALAND
|
GLOBAL
PRESTIGE
BRANDS
|
||
32
|
EXHIBIT
B
List
of currently approved distributors as at June 2008
continued
|
||
|
NORWAY
|
XXXXX
|
|
|
OMAN
|
CAPITAL
STORE
|
|
|
PAKISTAN
|
BPI
|
|
|
PANAMA
|
GRUPO
WISA
|
|
|
PERU
|
XXXXX
PERU
|
|
|
PHILIPPINES
|
LUXASIA
|
|
|
POLYNESIA
|
XXX
& XXX
|
|
|
PORTUGAL
|
LUSO
HELVETICA
|
|
|
QUATAR
|
GULF
BEAUTY
|
|
|
RUSSIA
|
IFD
- COFIDEC
|
|
|
SAUDI
ARABIA
|
NATIONAL
MARKETING CO
|
|
|
SINGAPORE
|
INTER
PARFUMS SING
|
|
|
SINGAPORE
|
LUXASIA
|
|
|
SOUTH
AFRICA
|
LOOM
DE NIMES
|
|
|
SPAIN
|
HEVIGE
|
|
|
SWEDEN
|
XXX
XXXXXXXX
|
|
|
TAIWAN
|
LUXASIA
TAIWAN
|
|
|
THAILAND
|
XXXXX
XXXXXX
|
|
|
TURKEY
|
TE
HA GUZELIK
|
|
|
UK
|
XXXXXXX
XXXXX
|
|
|
UKRAINE
|
BROCARD
|
|
|
URUGUAY
|
XXXXX
SA
|
|
|
VIETNAM
|
PHUONG
PHAT
|
|
|
YEMEN
|
MAM
|
33
|
)
|
|
|
XXXX
XXXXX LIMITED
|
)
|
|
in
accordance with the law of its incorporation
|
)
|
|
acting
by:-
|
)
|
|
Director
/s/ [unintelligible]
|
|
|
Secretary
/s/ [unintelligible]
|
|
EXECUTED
as a Deed by
|
)
|
|
INTER
PARFUMS S.A.
|
)
|
|
in
accordance with the law of its incorporation
|
)
|
|
acting
by:-
|
)
/s/ Xxxxxxxx Xxxxxxx
|
|
Name
Xxxxxxxx Xxxxxx
|
|
|
Title
CEO and President
|
|
|
EXECUTED
as a Deed by
|
)
|
|
)
|
|
|
in
accordance with the law of its incorporation
|
)
|
|
acting
by:-
|
)
/s/ Xxxxxxxx Xxxxxxx
|
|
Name
Xxxxxxxx Xxxxxx
|
|
|
Title
President
|
34
To:-
Xxxx
Xxxxx Limited
Dear
Sirs
In
consideration of the sum of £1 now paid by you to us we hereby assign to Xxxx
Xxxxx Limited all the copyright and all other rights (including goodwill) for
all purposes throughout the world in the works which I/ We have carried out
for
Inter Parfums S.A. (“the Licensee”) in connection with their licence for
fragrances (“the Licence”) and which I/We will carry out for the Licensee in the
future in connection with the Licence, and I/We agree that I/We will execute
any
further documentation which may be required to effect fully this assignment
or
to enable Xxxx Xxxxx Limited to apply for any registrations or extensions in
connection with the works as Xxxx Xxxxx Limited thinks fit. I/We also hereby
transfer any and all intellectual property rights in connection with the works
(including those of the exploitation, printing and distribution) to Xxxx Xxxxx
Limited. This assignment shall be for the full term (including any extension
of
these rights).
I/We
agree that Xxxx Xxxxx Limited shall be entitled to use and exploit in any way
with my/our works and in whatever manner Xxxx Xxxxx Limited thinks fit, and
shall be entitled to make any changes, additions or alterations that it may
deem
necessary. I/We hereby irrevocably waive in Xxxx Xxxxx Limited’s favour all
Moral Rights (as set out in the Copyright, Designs and Patents Acx 0000 xr
any
similar laws existing in any part of the world) in the works.
I/We
agree that English law governs this agreement and that this agreement will
apply
to any further works which I/ We undertake for the Licensee in connection with
the Licence in the future.
Yours
faithfully,
