EXHIBIT 10.14
SWANK, INC.
00 XXXX XXXXXX
XXX XXXX, XXX XXXX 00000
Effective August 1, 1998
The Macht Group
00 Xxxx Xxxxxx
00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx X. Xxxxx, President
Dear Xxxx:
This will confirm the understanding between The Macht Group
("Macht") and Swank, Inc. ("Swank") as follows:
Macht may from time to time bring to Xxxxx'x attention
certain potential license arrangements pursuant to which Xxxxx
shall be the exclusive licensee for the manufacture, promotion,
distribution and sale of products under the trademark or trade
name owned by licensor in such arrangement (each, a "License").
Macht and Xxxxx hereby agree that if, during the period from and
after August 1, 1998 to and including July 31, 1999, Xxxxx shall
enter into any License with a licensor to whom Xxxxx has not
previously been introduced or with whom Xxxxx has not had
previous discussions or business arrangements, Macht will be
entitled to receive an amount equal to one (1%) percent of
Xxxxx'x Net Sales (as defined below) under and during the term,
including all renewals of the term (the "Term"), of such License.
For purposes of this letter agreement, the term "Net Sales" shall
have the same meaning as set forth in the License executed by
Xxxxx; provided, that if such term is not so defined, the term
"Net Sales" shall mean the gross sales price of goods sold
pursuant to such License less all manufacturing, sales, luxury,
purchase and other taxes of any kind or nature and less trade
discounts, returns, credits and allowances. Amounts payable to
Macht by Xxxxx will be paid contemporaneously with the payment of
royalties by Xxxxx to the licensor under such License.
Discounts, returns, credits and/or allowances not deducted by
Xxxxx in determining amounts payable or paid to Macht at any time
and from time to time under this letter agreement may be deducted
from amounts payable thereafter to Macht. Any amounts not so
deducted by Xxxxx shall be repaid to Swank by Macht promptly upon
request by Xxxxx. In the event of a termination of any License,
Xxxxx'x obligation to pay amounts to Macht in respect of such
License shall terminate contemporaneously therewith. Nothing
herein shall require Swank to amend, modify or renew any such
License or to keep any such License in effect.
Nothing in this letter agreement shall require Xxxxx to
agree to or to enter into any License. The decision to agree to
any License shall be made, in each and every case, by Xxxxx in
its sole and absolute discretion. In addition, nothing in this
letter agreement shall be deemed or construed to confer upon
Macht or any other party any rights or interests, including that
of a third-party beneficiary, in any License.
This letter agreement constitutes the entire agreement
between Xxxxx and Macht with respect to the subject matter
hereof, supersedes all other agreements and understandings
between Swank and Macht and may not be amended or modified expect
by a written instrument signed by both Xxxxx and Macht. Macht
may not, voluntarily or involuntarily, by operation of law or
otherwise, assign, convey, or in any other manner transfer or
encumber, any or all of its rights or delegate any or all of its
duties hereunder without the prior written consent of Xxxxx.
Subject to the foregoing, this letter agreement shall be binding
upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns. This letter agreement
shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without regard to
principles of conflicts or choice of law.
If the foregoing correctly reflects our understanding,
please sign this letter agreement where indicated below and
return it to Swank. The enclosed copy if for your records.
Very truly yours,
SWANK, INC.
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx, President
AGREED:
THE MACHT GROUP
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx, President
