EXHIBIT 10.18
SWANK, INC.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Effective August 1, 1996
The Macht Group
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇, President
Dear ▇▇▇▇:
This will confirm the understanding between The Macht Group ("Macht") and
Swank, Inc. ("Swank") as follows:
Macht may from time to time bring to ▇▇▇▇▇'▇ attention certain potential
license arrangements pursuant to which ▇▇▇▇▇ shall be the exclusive licensee for
the manufacture, promotion, distribution and sale of products under the
trademark or trade name owned by the licensor in such arrangement (each, a
"License"). Macht and ▇▇▇▇▇ hereby agree that if, during the period from and
after August 1, 1996 to and including July 31, 1998, ▇▇▇▇▇ shall enter into any
License with a licensor to whom ▇▇▇▇▇ has not previously been introduced or with
whom ▇▇▇▇▇ has not had previous discussions or business arrangements, Macht will
be entitled to receive an amount equal to (i) three (3%) percent of Swank's Net
Sales (as defined below) under and during the term, including all renewals of
the term (the "Term"), of such License up to, but not exceeding, $2,000,000 of
Net Sales, (ii) two (2%) percent of such Net Sales under and during the Term of
such License above $2,000,000 up to, but not exceeding, $5,000,000 of Net Sales,
and (iii) one (1%) percent of such Net Sales under and during the Term of such
License above $5,000,000. For purposes of this letter agreement, the term "Net
Sales" shall have the same meaning as set forth in the License executed by
▇▇▇▇▇; 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 ▇▇▇▇▇ will be paid contemporaneously with the payment of royalties by ▇▇▇▇▇
to the licensor under such License. Discounts, returns, credits and/or
allowances not deducted by ▇▇▇▇▇ 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 ▇▇▇▇▇
shall be repaid to Swank by Macht promptly upon request by ▇▇▇▇▇. In the event
of a termination of any License, ▇▇▇▇▇'▇ 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.
This will also confirm our understanding that in the event that the license
agreement dated September 20, 1994 between Swank and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. (as
amended to date, the "▇▇▇▇▇▇▇▇ License") shall be amended so that Swank shall
have the exclusive license for the manufacture, promotion, distribution and sale
of products covered by the ▇▇▇▇▇▇▇▇ License in Japan, Macht shall be entitled to
receive an amount equal to the amounts set forth in clauses (i), (ii) and (iii),
as applicable, of the immediately preceding paragraph solely in respect of
▇▇▇▇▇'▇ Net Sales under and during the term, including all renewals of the term,
of the amendment to the ▇▇▇▇▇▇▇▇ License to persons located in Japan. Amounts
shall be payable at the times and otherwise in accordance with the terms of this
letter agreement.
Nothing in this letter agreement shall require ▇▇▇▇▇ to agree to or to
enter into any License or to any amendment to the ▇▇▇▇▇▇▇▇ License. The decision
to agree to any License and/or amendment to the ▇▇▇▇▇▇▇▇ License shall be made,
in each and every case, by ▇▇▇▇▇ 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, the ▇▇▇▇▇▇▇▇ License or any amendment
thereof.
This letter agreement constitutes the entire agreement between ▇▇▇▇▇ 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
except by a written instrument signed by both ▇▇▇▇▇ 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
▇▇▇▇▇. 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/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇, President
AGREED:
THE MACHT GROUP
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇, President
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