TRADEMARK LICENSE AGREEMENT
THIS AGREEMENT, made this 1st day of October, 1996, by and between Fila
Sport S.p.A., an Italian corporation having its place of business at Xxx Xxxxxx
Xxxxxxxx, 00, Xxxxxx, Xxxxx ("Licensor") and Renaissance Golf Products, Inc., a
U.S. corporation, having its place of business at 0000 Xxxxxxx Xxxxx, Xxxxxxxxxx
Xxxxx, Xxxxxxxxxx 00000 (the "Licensee").
WITNESSETH
WHEREAS, Licensor and Licensee entered into a certain license agreement
dated as of October 18th, 1990, for the use of the "F" and "FILA" trademarks in
connection with production, advertising and sale of certain golf products (which
agreement, together with any amendments thereof, is hereinafter referred to as
the "Original Agreement");
WHEREAS, Licensee was in default under certain of the terms of the Original
Agreement;
WHEREAS, Licensee desires to obtain, subject to the terms and conditions
below, a license to use the Trademarks (as indicated in Schedule A) on and in
connection with certain Products (as set forth in Section 1.1 below and in
Schedule C).
NOW, THEREFORE, upon the premises above and in consideration of the
promises below, the parties agree as follows:
1. GRANT OF LICENSE
1.1. GRANT OF LICENSE. Subject to the terms and conditions hereof,
Licensor grants to Licensee, for the Term (as defined in section 2.1
below):
(i) a limited and EXCLUSIVE license to use the Trademarks only
in the Territory (as set forth in Schedule B) in connection
with the advertising, marketing, promotion, distribution and
sale of Hard Products (as defined in Schedule C);
(ii) a limited and NON EXCLUSIVE license to use the Trademarks
only in the United States in connection with the
advertising, marketing, promotion, distribution and sale of
Soft Products (as defined in Schedule C);
(iii) a limited and NON EXCLUSIVE license to use the Trademarks
only in the United States, Italy, Taiwan, Korea, Indonesia,
Japan, China, Thailand, Singapore, Malaysia, United Kingdom
and Mexico in connection with the manufacture of Soft
and/or Hard Products. Licensee shall not manufacture
Products in any other country without the express written
authorization of Licensor who will not unreasonably withhold
consent.
Licensee shall use the Trademarks only as granted herein and for no
other use or purpose unless expressly agreed in writing between
Licensor and Licensee. All rights in and to the Trademarks not
specifically granted to Licensee by this Agreement are reserved to
Licensor for Licensor's own use and benefit.
1.2. NO SUBLICENSES. Licensee shall have no right to license or
sublicense any use of the Trademarks or assign or transfer all or
any part of this Agreement or all or any
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of its rights or obligations hereunder, unless expressly approved by
Licensor in writing.
1.3. TERRITORY. Licensee understands and acknowledges that the License
granted in this Agreement is limited to the specific territories as
set forth in Section 1.1 above and schedule B. Licensee's use of
the Trademarks outside the Territories shall be deemed a material
breach of this Agreement.
1.4. NO LIMITATIONS ON LICENSOR. Except as expressly set forth herein,
nothing contained in this Agreement shall in any way restrict,
impair, limit, or affect Licensor's ownership of or rights in the
Trademarks, including licensing third parties to use the Trademarks,
whether on or in connection with the Hard Products outside the
Territory, with the Soft Products in or outside the Territory or
otherwise.
2. TERM AND OPTION TO EXTEND
2.1. TERM. Unless sooner terminated by any party in accordance with the
provisions of this Agreement, the term of this Agreement (the
"Term") and the License granted thereby shall commence upon
Licensor's receipt of the consideration as set forth in Section 6.2
(the "Effective Date") and shall expire on December 31, 2000. For
purposes hereof, a Contract Year shall mean each twelve month period
commencing January 1 and terminating December 31 of the same
calendar year,
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except that the first Contract Year shall run from September 1, 1996
and shall expire on December 31, 1996.
2.2. OPTION TO EXTEND. Licensee shall have the right to extend this
Agreement on the same terms and conditions contained hereinbelow
from January 1, 2001 to December 31, 2005, only if:
(i) Licensee is not in default of any obligation under this
Agreement; and
(ii) the aggregate Royalties (as defined hereinafter) paid or
payable (so long as Licensee is not in default of any
payment obligations) for the Term equal or exceed the
amount of US$2,400,000; and
(iii) the aggregate Royalties paid or payable (so long as Licensee
is not in default of any payment obligations) for the period
January 1, 2000 - December 31, 2000 equal or exceed the
amount of $700,000; and
(iv) Licensor exercises such renewal option in writing, if it is
entitled to do so, on or before September 30, 2000.
3 LICENSED PRODUCTS
3.1. AGGRESSIVE EFFORTS. Licensee shall continuously throughout the Term
aggressively develop, promote, advertise, market, and sell the
Products in the Territory during the Term subject to the Quality
Control provisions in Section 4 hereof.
3.2. PRODUCTS INTRODUCTION. Licensee shall:
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(i) use its best efforts to commence sale and distribution of
Hard Products in commercial quantities, in each Country as
set forth in Schedule D;
(ii) use its best efforts to attain Net Sales for Hard Products
in each Country as indicated in Schedule D opposite the name
of each Country (the "Sales Targets").
4. QUALITY CONTROL
4.1. PRODUCTS. Licensee acknowledges that the Trademarks enjoy
substantial good will, reputation, fame, prestige and
distinctiveness throughout the world (the "Trademark Image"). The
quality of the Products under this Agreement shall be of a high
standard consistent with the Trademark Image and shall otherwise and
at all times conform to the specifications and quality standards of
Licensor. All of the Products shall be sourced, manufactured,
labeled, distributed, marketed, advertised, promoted, and sold in
accordance with all applicable national, state, provincial and local
laws and regulations, and shall not infringe trademarks, patents,
industrial design rights, copyrights, or other intellectual property
rights of others. Before engaging in any sourcing or manufacture of
the Products, Licensee shall submit to Licensor, for Licensor's
prior written approval, all designs and specifications for such
Products and the final prototype of each of the Products to be
manufactured, marketed and sold by Licensee. Licensor agrees to
approve or disapprove, in writing within twenty (20) working days of
receipt by Licensor, the designs and the prototypes or samples of
the Products. Such approval shall not be
5
unreasonably withheld as far as the Hard Products are concerned;
approvals relating to the Soft Products rest in Licensor's sole
discretion. Failure to disapprove designs, prototypes or samples
of the Products submitted by Licensee, within twenty (20) working
days of receipt of same, shall constitute approval. Licensor shall
be entitled to inspect, or cause to be inspected, during regular
business hours, Licensee's facilities, or the facilities of
Licensee's manufacturers, in order to ascertain that the current
production samples of each model or style of the Products marketed
under this Agreement are manufactured in accordance with Licensor's
quality standards. Samples submitted by Licensee for this purpose
may be retained by Licensor.
4.2. SIMILAR PRODUCTS. The parties agree that the quality of the
Products, the Trademark Image, and the reputation of Licensor shall
be best maintained if Licensee does not sell goods identical or
substantially similar in design to the Products for any other party.
Licensee shall not, therefore, source, manufacture, distribute,
market, advertise, promote, or sell any goods identical or
substantially similar in design to the Products for itself (except
for the purposes of this Agreement) or for any other party. This
obligation shall not, however, be construed to prevent Licensee from
selling goods which are not substantially similar in design to the
Products.
4.3. PROMOTIONAL ITEMS. Licensee shall not give away any promotional
items to promote the sales of the Products except as otherwise
provided in Section 4.7.3.
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4.4 MARKETING AND DISTRIBUTION.
4.4.1. Licensee shall submit to Licensor for Licensor's prior
approval all containers, packaging, labels, tags, brochures,
catalogs, and the like; all advertising, promotional, and
other marketing materials; and all other transactional
documents and business materials (collectively the
"Materials") using the Trademarks or to be used on or in
connection with the Products. Licensee shall submit all
Materials in their proposed final form to Licensor at least
forty (40) working days before the proposed publication or
release of the Materials. Licensor shall have twenty (20)
working days after receipt to approve or disapprove such
materials. Licensor's failure to respond within the said
twenty (20) working days shall be deemed approval.
4.4.2. Licensee shall submit to Licensor, for Licensor's prior
written approval and no later than the September 30th
preceding the beginning of each Contract Year (commencing
with September 30, 1997 for the 1998 Contract Year), a
written marketing plan (the "Marketing Plan"), except
Licensee shall submit a Marketing Plan by November 30, 1996
for the 1997 Contract Year. Each Marketing Plan submitted
by Licensee shall state, at a minimum: (i) Licensee's
proposed advertising, promotional, marketing, distribution
and sales strategies and targets for the Products for each
Contract Year; (ii) the proposed and actual distribution
channels, and wholesale and retail accounts for the
Products; (iii) any proposed give-
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aways of the Products; (iv) the pricing structure and price
points for the Products; (v) the anticipated advertising and
promotional expenses; (vi) the proposed media placement for
the Products and frequency thereof; and (vii) any and all
other proposals. Licensor shall have the specific and
irrevocable right to approve or disapprove in its reasonable
discretion, taking into consideration solely the interest to
maintain the Trademark Image, of any or all such elements of
the Marketing Plan, provided such approval or disapproval is
made within twenty (20) working days after Licensor's
receipt of the Marketing Plan. Failure to disapprove said
Marketing Plan, or any part thereof, in writing, within such
twenty (20) working days, shall be deemed approval.
4.4.3. Licensee shall not sell the Products to anyone other than
(1) pro shops at public and private golf courses, driving
ranges and golf speciality shops, which right Licensor may
cancel as to any customer upon reasonable grounds; and (2)
as for Hard Products only, sporting goods retailers in the
Territory provided that such sporting goods retailer (i)
sells golf products, (ii) is authorized by Licensor or Fila
U.S.A. to sell other FILA brand sportswear or footwear and
(iii) Licensee provides Licensor with a current list of all
customers with the accounting and royalty payment due under
Sections 6.4 and 6.5. Licensor has the right to cancel or
terminate sales to any customer upon reasonable grounds,
including if Licensor or Fila U.S.A. terminates the customer
as an authorized FILA account.
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Licensee shall not knowingly sell Products destined for
resale to or in any countries outside the Territory.
Licensee shall not knowingly sell Products at a discount of
greater than 25% unless specifically approved in writing by
Licensor. The parties acknowledge and agree that it is
essential for Licensor to have these approval rights to
maintain the high quality of the Products, the Trademark
Image, and the reputation of Licensor and any breach thereof
by Licensee shall be deemed a material breach of this
Agreement. Licensor in its discretion may terminate this
Agreement for material breach as defined herein and require
payment by Licensee to Licensor of all gross sales received
by Licensee as a result of said breach.
4.5. REQUIRED MARKINGS.
4.5.1. Licensee shall cause the Trademarks to appear on and in
connection with all Products, and Licensee shall place and
display the Trademarks on and in connection with the
Products only in such form and manner as are specifically
approved in advance by Licensor as provided in this
Agreement.
4.5.2. Licensee shall place or affix on the Products, the packaging
for the Products and all other materials which display any
of the Trademarks: (a) Licensee's trade name or trademark
in a manner sufficient to inform consumers that the Products
are manufactured, distributed, and/or sold by Licensee,
under license from Licensor, and that the Trademarks are
owned
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by Licensor; and (b) such other legends, markings, and
notices as may be required by any law or regulation in the
Territory and as Licensor may reasonably request. Language
for such markings already approved by Licensor is "The F and
FILA Trademarks are used under license from Fila Sport
S.p.A.." With respect only to golf clubs, Licensee may
affix its tradename, trademarks, and other language required
under this subsection, on a clear plastic sticker on the
Product, the style and language of which shall be approved
in advance in writing by Licensor. With respect only to
golf balls, golf ball markers and golf tees, Licensee shall
affix its tradename, trademarks, and other language required
under this subsection, on the packaging and other materials
used for the Products, but is not obligated to do so on the
actual Product due to the size of such Product.
4.6. APPROVALS. Unless and until an approval has been made by Licensor
as provided in this Agreement, Licensee shall not release, publish,
market, advertise, promote, distribute, or sell any item bearing the
Trademarks. Licensor's approval of any item submitted for approval
to Licensor shall not be construed to mean that Licensor has
determined that such items conform to the laws or regulations of any
jurisdiction or that the Product samples and/or the Products or
other materials are safe or fit for their intended purpose.
Licensor may revoke, in its sole and reasonable discretion, its
approval of a Product or other material or item at any time if the
Product, material or item subsequently proves to be ineffective for
its
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intended purpose, or is unsafe, or is of poor or sub-standard
quality (items which Licensor determines in its sole discretion fall
below the quality standards and specifications established by
Licensor) or is disparaging the Trademark Image. If any Product or
other item approval is so revoked, Licensee shall immediately cease
and desist from all manufacturing, sale or distribution thereof, and
shall provide Licensor with an audit of orders out, inventory,
orders in manufacture and orders in transit of the revoked Products.
Licensee shall indemnify Licensor and hold Licensor harmless from
any and all claims resulting from defects, quality control problems
or other consumer complaints. After Licensor has approved any
Product or other item for use for which approval is required under
this Agreement, Licensee shall not make any change in the approved
Product or other item without again obtaining Licensor's prior
written approval. All Products or other items subject to Licensor's
prior written approval shall be sent, by courier or commercial
express delivery company, return receipt requested, to the attention
of: License Dept., Fila Sport S.p.A., with a copy to: Legal Dept.,
Fila Sport S.p.A. Receipt of such items shall not be construed
against Licensor unless such provisions are complied with respect to
method of delivery and return receipt notification.
4.7 PROHIBITED USE OF THE TRADEMARKS.
4.7.1. In addition to all other restrictions imposed on Licensee
pursuant to this Agreement, Licensee shall not use the
Trademarks (a) as a portion of or in connection with any
other trademarks, except as provided under Section 4.5.2;
(b) as all or part of a corporate name, trade name or any
other
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designation used by Licensee to identify its products,
services, or business; or (c) for any other purpose other
than as trademarks for the Products. Licensee, or any
parent, subsidiary, affiliated, or related company, or any
person or entity owned or controlled by Licensee or under
common ownership or control as Licensee, shall not use any
name, trademark, service xxxx, trade name, trade dress, or
logo, which incorporates or is similar or identical to any
of the Trademarks. In particular, Licensee shall, effective
October 1, 1996, sooner upon execution of Agreement forever
terminate "FILAGOLF" as a trade name, or as a service
trademark and refrain from identifying itself as "Fila" or
"FILAGOLF" in any manner whatsoever, including, but not
limited to, letterhead, business directory, telephone
directory, NASDAQ material and communications, leaflets,
brochures, commercial registrations, voice mail, phone
operator, etc. Failure to comply with this subparagraph
will be deemed a material breach of this Agreement.
4.7.2. After October 1, 1996, Licensee shall remove the name
"FILAGOLF" from any existing material, Product, packaging,
or in the event removal is not possible, to destroy any such
material or item. Notwithstanding the above, Licensee may
use the term "FILAGOLF" only as a trademark in a certain
limited manner on some Products which use shall be
specifically approved in advance by Licensor as provided for
in this Agreement. Licensee shall be allowed to sell
Products in inventory as of the date of
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execution of this Agreement which bear the term "FILAGOLF"
and which have already been approved by Licensor.
4.7.3. Licensee acknowledges and agrees that Products cannot be
used in any manner whatsoever as favors, premiums,
promotional tie-ins, or gift with purchase to promote any
other item manufactured by a third party; including
providing them to such entities which will use them as a
gift with purchase, give-away or in any other manner to
promote other items. Licensee may, however, give-away
certain Products solely to promote the Products as follows:
(1) providing hats, golf tees, ball markers and golf towels
at golf tournaments, (2) providing Products as golf
tournament prizes, (3) providing Products to a golf pro at a
pro shop which purchases the Products, and (4) providing
Products to athletes who have endorsement contracts with
Licensor. Licensee shall notify Licensor twenty (20) days
prior to any such give-away of Products, including the name
of the golf tournament, pro shop or athlete, the proposed
Products and the quantity of Products and Licensor shall not
unreasonably withhold approval.
4.8. DISPOSAL OF SURPLUS, OUTMODED, DEFECTIVE, OR SUB-STANDARD PRODUCTS.
4.8.1. During the Term, Licensor shall approve the manner by which
Licensee proposes to dispose any Products which are surplus,
outmoded, or defective, or which Licensor determines fall
below the quality standards and specifications established
by Licensor ("Sub-Standard Products")
13
provided that any sell-off arrangements shall be consistent
with the reputation, prestige and goodwill of the
Trademarks, and shall maintain Licensor's reputation and the
Trademark Image.
4.8.2. Licensee shall destroy all defective or sub-standard
Products unless Licensor grants express written approval to
otherwise dispose of such Products. Licensor's approval of
any sell-off of defective or sub-standard Products shall be
conditioned upon removal of all Trademarks from the
Products, their packaging and any other Materials used in
conjunction therewith.
4.8.3. As to any surplus or outmoded inventory on hand or in
production, or for which approval has been revoked under
Section 4.6, or Products which remain following expiration
or termination of this Agreement (collectively the
"Remaining Inventory"), Licensee shall, provided Licensee is
not in breach of any terms of this Agreement, have the right
to sell-off on a non-exclusive basis all or any portion of
such Remaining Inventory within six (6) months following
expiration or termination of this Agreement. Licensee's
proposed sell-off arrangements shall be subject to
Licensor's prior written approval, shall be consistent with
the reputation, prestige and goodwill of the Trademarks, and
shall maintain Licensor's reputation and the Trademark
Image.
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4.8.4. Prior to any sell-off or offering any Remaining Inventory to
any wholesaler or retailer, Licensee shall provide Licensor
with a complete and detailed report of its Remaining
Inventory. Within thirty (30) days of receipt of the
Remaining Inventory report, Licensor shall advise Licensee
whether it will purchase all or a specified percentage of
the Remaining Inventory. Any Remaining Inventory which is
not sold to Licensor or others under the above provisions
shall be destroyed by Licensee after expiration of the six
(6) month sell-off period under the supervision of Licensor.
Licensee shall not sell Remaining Inventory at a discount
exceeding fifty percent (50%). For the purposes of this
Agreement, the sale of any such Products at a discount
exceeding fifty percent (50%) of the regular price list or
advertise the sale as a "discount," is hereby deemed to be
not consistent with the reputation, goodwill and prestige of
the Trademark Image.
4.9. LICENSEE'S DISTRIBUTORS. During the Term, Licensee shall have the
right to appoint a distributor of the Products (the "Distributor")
in any Country included in the Territory, consistent with the image
and reputation of Licensor and the Trademarks, providing that (i)
Licensee notifies Licensor in writing about such Distributor; (ii)
any such proposed Distributor shall be bound by the terms and
conditions of this Agreement and shall enter into a distribution
agreement consistent with the terms and provisions hereof, including
those relating to the use of the Trademarks and quality control, and
(iii) Licensor approves the Distributor and the required
distribution agreement in writing, which approval shall not be
15
unreasonably withheld. All Materials used by any proposed
Distributor must be approved by the Licensor pursuant to Section
4.6. Licensee shall indemnify Licensor and hold Licensor harmless
for any and all acts of any Distributor which violate any terms and
conditions of this Agreement. Any and all distribution agreements
shall expire and/or terminate upon the expiration or termination of
this Agreement and all Distributors shall immediately cease all use
of the Trademarks pursuant to Section 9.
5. INTELLECTUAL PROPERTY OWNERSHIP RIGHTS
5.1. OWNERSHIP OF THE TRADEMARKS.
5.1.1. Licensee, and any agents, employees or any entity affiliated
and/or controlled by Licensee, including without limitation
any approved Distributor, acknowledge, understand and agree
that Licensor has sole and exclusive ownership of all right,
title and interest in and to the Trademarks, and all
registrations and applications therefor. Licensee, and any
agents, employees or any entity affiliated and/or controlled
by Licensee, including without limitation any approved
Distributor further acknowledge, represent and warrant that
they have not acquired, and shall not acquire, whether by
operation of law, this Agreement, or otherwise, any right,
title, interest, or other ownership in or to the Trademarks.
Should any such right, title, interest, or other ownership
become vested in Licensee, or any agents, employees or
any entity affiliated and/or controlled by Licensee,
including without limitation any approved Distributor, by
operation of law, this
16
Agreement, or otherwise, they hereby assign all such right,
title, interest, and other ownership to Licensor free of
additional consideration. Licensee, its agents, employees
and any entity affiliated and/or controlled by Licensee,
including without limitation any approved Distributor, shall
provide and execute all documents necessary to effectuate
and record such assignment to Licensor.
5.1.2. Licensee recognizes the value of the goodwill associated
with the Trademarks and acknowledges that all rights therein
belong exclusively to Licensor and further acknowledges that
the Trademarks have acquired substantial secondary meaning
and distinctiveness in the mind of the public. All use of
the Trademarks and all goodwill and benefit arising from
such use shall inure to the sole and exclusive benefit of
Licensor. All rights in and to the Trademarks other than
those specifically granted in this Agreement are reserved by
Licensor for its own use and benefit. Licensee shall not,
during the Term or thereafter, do anything which would in
any way damage, inure, or impair the validity and
subsistence of the Trademarks, nor shall Licensee attack,
dispute, or challenge, nor aid other to do so. Licensor's
right, title and interest in and to the Trademarks, or the
validity of this Agreement or any provisions herein
specifically relating to Licensor's rights to guard and
protect its Trademarks to the fullest extent of the law.
All Trademarks, logos, designs, and/or slogans appearing on
or in connection with the Products shall be the sole and
exclusive property
17
of Licensor. Licensee agrees to assign, and hereby assigns,
all right, title, interest and other ownership of same to
Licensor free of additional consideration. Licensee shall
timely provide and execute all documents necessary to
effectuate and record such assignments to Licensor and
failure to do so shall be deemed a material breach of this
Agreement.
5.2. REGISTRATIONS AND LICENSING FORMALITIES. Licensee shall promptly
cooperate with Licensor, as Licensor may request, with respect to
the execution, filing and prosecution of any trademark applications
(including Trademark renewals) that Licensor may desire to file, and
for the purpose Licensee shall supply to Licensor from time to time
and without charge such samples, packaging, containers, labels,
tags, invoices, evidence of use of the Trademarks in any given
Country within the Territory, and similar materials as may be
reasonably required hereunder. Licensee shall execute and deliver
to Licensor, at any time whether during or after the Term and
without further consideration or compensation, such instruments of
transfer and other documents as Licensor may request for Licensor's
trademark applications or to confirm Licensor's ownership right. At
Licensor's request, the License to use the Trademarks granted to
Licensee by this Agreement shall be confirmed by a separate
trademark agreement for any country within the Territory which
permits or requires a separate agreement, including without
limitation Registered User agreements, or where a separate trademark
agreement is deemed appropriate by Licensor. At Licensor's request,
Licensee shall timely execute whatever documents or forms Licensor
deems necessary to confirm the license, to
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record Licensee as a Registered User, and/or to record the license,
in any country within the Territory. Expiration or termination of
this Agreement shall terminate or act to terminate immediately all
Registered User and other license recordal documents executed,
filed, and/or recorded pursuant to this Agreement and Licensee
shall, at Licensor's request, take all steps and actions as may be
necessary to reflect or confirm the expiration, termination, and/or
surrender of Licensee's rights under same. The parties expressly
agree that all documents filed or recorded with any applicable
Trademark Office or other authority relating to the License granted
herein may be canceled by Licensor alone and Licensee hereby agrees
and consents to any such cancellation. If Licensee fails or refuses
to execute or deliver in timely fashion any document requested or
required hereunder, Licensee hereby grants Licensor a limited power
of attorney to sign the document in Licensee's name and make
appropriate disposition of it provided it is consistent with this
Agreement.
5.3. INFRINGEMENTS. Licensee shall inform Licensor forthwith if Licensee
observes or has notice of any goods or activities which infringe, or
which may reasonably infringe, the Products, the Trademarks or any
other intellectual property rights now or hereafter owned by
Licensor, Licensee shall provide, at Licensee's expense, complete
information, cooperation, and assistance to Licensor concerning such
infringements and/or potential infringements, and any consequent
further investigation and/or legal action. Upon learning of such
infringements and/or potential infringements, Licensor shall have
the right, but not the obligation, at its
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sole discretion and expense, to take such action as Licensor
considers a necessary or appropriate to enforce Licensor's rights,
including without limitation legal action to suppress or eliminate
the infringements and/or to settle any such dispute and/or action.
Licensor shall take legal action in such cases in which it believes
the infringer's activities are such as to impair the marketing
activity for the Products in a given Country within the Territory.
5.4. EVIDENCE OF USE. Licensee acknowledges the need to supply ample
evidence of use of the Trademarks in each Country in the Territory
for purposes of trademark registrations, applications, renewals and
other related proceedings., and agrees to supply to Licensor on
every June 30 and/or December 31 of the Term with copies of
representative invoices or invoices for specifically requested
accounts relating to the sales of Products for each Country.
5.5. TRADEMARK UNAVAILABILITY. In case Licensee failed to distribute
certain golf products under the original Agreement in certain
Countries, the Trademarks in such Country may be subject to
abandonment for lack of use in case of such an occurrence, Licensor
agrees to file, at its expense, new applications for the Trademarks
in the concerned Countries. If, as a consequence of abandonment for
non use successfully filed against Trademarks in one or more
Country, Licensee will not be entitled to market the Products in
such Country, the Country will be excluded from the Territory, with
no liability for either party.
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6. MINIMUM GUARANTEED ROYALTIES, ROYALTIES, OTHER CONSIDERATIONS, ACCOUNTING
6.1. MINIMUM ANNUAL ROYALTIES. The "Minimum Annual Royalty" for each
Contract Year is as follows:
1st Contract Year (Oct. 1-Dec. 31, 1996) US$ 200,000
2nd Contract Year (1997) US$ 400,000
3rd Contract Year (1998) US$ 500,000
4th Contract Year (1999) US$ 600,000
5th Contract Year (2000) US$ 700,000
------------
US$2,400,000
In order to secure payment of the Minimum Annual Royalties and as a
precondition for this Agreement, Licensee shall cause Licensor to
receive an irrevocable letter of credit, confirmed by a primary
Italian bank designated by Licensor, in a form determined by
Licensor, for the amount of the Minimum Annual Royalty for each
Contract Year which shall be Four Hundred Thousand Dollars
(US$400,000) for 1997 and shall be renewed for the Minimum Annual
Royalty for each subsequent contract year.
Licensee shall pay one fourth (1/4) of the Minimum Annual Royalty
to Licensor fifteen (15) days prior to the end of each quarter
(i.e., March 15, June 15, September 15 and December 15 of each
Contract Year). If Licensee fails to timely make any of the
quarterly payments, Licensor shall be entitled to draw as of the
last day of each quarter (i.e., March 31, June 30, September 30, and
December 31) from the letter of credit one fourth (1/4) of the
Minimum Annual Royalty
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indicated opposite each Contract Year in the above schedule. The
drawings against the letter of credit should be at Licensor's first
written request, all exceptions or reserves waived. Licensor's
right to draw against the letter of credit is independent of, and
shall in no way effect, Licensor's right to terminate this Agreement
if Licensee fails to timely make any of the quarterly payments.
In case of termination of the Agreement, for any reason whatsoever,
Licensor shall be entitled to immediately withdraw the remaining
Minimum Annual Royalty. The letter of credit shall be opened on or
before October 31, 1996 as a precondition for the validity of this
Agreement.
In case of extension of the term of the Agreement (the "Extended
Term"), Licensee shall cause Licensor to receive an irrevocable
letter of credit, confirmed by a primary Italian bank designated by
Licensor, in a form determined by Licensor, for the amount of the
Extended Minimum Annual Royalty for each Contract Year. The
Extended Minimum Annual Royalty for each Contract Year for the
Extended Term is as follows:
6th Year (2001) US$ 800,000
7th Year (2002) US$ 900,000
8th Year (2003) US$1,000,000
9th Year (2004) US$1,000,000
10th Year (2005) US$1,000,000
------------
Extended Minimum Annual Royalty US$4,700,000
The letter of credit shall be opened on or before November 30, 2000,
as a precondition to the extension of the Term. In case of
termination of this
22
Agreement, at any time during the Extended Term, Licensor shall be
entitled to immediately withdraw the remaining Extended Minimum
Annual Royalty.
6.2. ADDITIONAL CONSIDERATION. In addition to any other consideration
hereunder, Licensee shall pay to Licensor, the amount of US$675,000
within 30 days of signing this Agreement. Payment of the above
amount is a precondition for the validity of this Agreement and this
Agreement will not become effective until such payment has been
fully cleared in Licensor's bank account.
6.3. ROYALTY. Licensee shall pay to Licensor, on a quarterly basis for
each applicable Contract Year, in addition to the consideration
referred to in Section 6.2. above, royalty on the Net Sales (as
hereinafter referred) of Products, as follows:
6% on Net Sales of Products up to US$7,500,000
5.5% on Net Sales of US$7,500,001 to US$15,000,000
5% on Net Sales in excess of US$15,000,000
("the Royalty").
The Royalty for each applicable Contract Year shall be due, solely
for the portion of it which exceeds the Minimum Annual Royalty for
such Contract Year.
Royalty payments shall be made by the Licensee to the Licensor on
all Products upon which royalty payments are due by the Licensee.
In the case of sales of Products to individuals and/or companies
which are affiliates or associated with and/or subsidiaries of
Licensee, the net sales shall be calculated upon the Licensee's
usual net sales price for such Products sold to unrelated third
parties in
23
the course of the Licensee's normal distribution, shipment and sales
activities. Where the billed price for any Products is less than
the usual net sales price for such Products sold to third parties in
the course of the Licensee's normal distribution, shipment and sales
activities, the royalty payment shall be based upon the Licensee's
usual net sales price. Licensee shall not offer discounts greater
than twenty-five (25%) percent without prior written approval.
For purposes hereof, "Net Sales" shall mean gross sales less:
- quantity discounts which Licensor has pre-approved
(including those quantity discounts that are evaluated, for
each customer, at the end of every Contract Year);
- returns actually credited which were initially paid for in
cash;
- uncollectible accounts (not more than one percent (1%) of
total yearly billing in any one Contract Year);
- loss for pilferage, actually credited to the customers;
being it understood that the total of such deductions cannot exceed
five percent (5%) of the total gross sales in any applicable
Contract Year. In case Licensee will deliver the Products on a CIF
basis, then the Net Sales shall not include the insurance and
freight costs. No deductions shall be made for commissions, taxes,
fees, assessments, impositions, penalties, payments or expenses of
any kind which may be incurred or paid by the Licensee in connection
with the royalty payments due to Licensor hereunder or in connection
with the transfer of the funds or royalties or with the conversion
of any currency into Italian Lire, or for any cost incurred in the
manufacture, offering for sale, sale, advertising, promotion,
24
shipment, distribution of the Products. Licensee must base all
Royalty Payments on the exact amount invoiced to its customers and
no deductions shall be taken in the event less funds are received by
Licensee due to unfavorable exchange rates in effect at the time
Licensee receives payment from its customers. If Licensees recovers
any amounts, from insurance or otherwise, attributable to damages
suffered for any reason in the sale of Products, then the amounts of
lost sales or diminished sales revenues upon which such recovered
damages were based shall be included in Net Sales for the next
applicable Contract Year. If same are received after expiration or
termination of this Agreement, the applicable payments to Licensor
shall be made within 10 days of receipt of same by Licensee.
6.4. ACCOUNTING. Licensee shall provide Licensor on a quarterly basis
for each Contract Year of the Term commencing with the quarter
ending March 31, 1997, a detailed written accounting, in the form of
Schedule E, of Products sold during such quarter, divided per
Country included in the Territory and per category of Products and
the Net Sales thereof, together with the amount of royalties due for
such quarter to Licensor. The detailed written accounting for the
second and all subsequent accounting periods shall contain not only
the required information for the most recently concluded quarter,
but also a recap covering the entire year to date. The written
accountings shall be accompanied by a payment to Licensor for the
amounts due, if any, for such recently concluded quarter.
25
6.5. FORM AND MANNER OF PAYMENTS. Unless otherwise provided in this
Agreement or otherwise specified in writing by Licensor, all
payments by Licensee under this Agreement shall be made within
thirty (30) days after March 31, June 30, September 30, December 31,
for each applicable Contract Year and payable in US Dollars to
Licensor or to a bank or other organization designated by Licensor
at the official rate of conversion of currency existing at the
moment of the issue of any invoice from Licensee to customers.
Payments shall be by wire transfer. Failure to timely provide a
written accounting under Section 6.4 and make the applicable Royalty
Payment shall be cause for immediate termination of this Agreement.
6.6. TIME OF ESSENCE. Timely payment is of the essence as to all royalty
payments due to Licensor under this Agreement.
6.7. LATE PAYMENT. All late payments under this Agreement shall bear
interest at a rate equal to the then current annual commercial
lending rate charged by the leading commercial banks in New York,
New York, U.S.A., plus five percent (5%), without prejudice for any
other remedy available to Licensor.
6.8. TAXES. Licensee shall be entitled to withhold from any royalty
payment payable pursuant to this Agreement any sum required to be
withheld under the applicable tax laws of the Territory, and to pay
such sum withheld to the appropriate tax authorities. In such case
Licensee shall furnish Licensor with the official tax receipt or
other appropriate evidence of taxes paid issued by the tax
authorities of
26
the Territory. If such withheld sum exceeds ten percent (10%) of
the total Royalty sum due and payable prior to withholding of such
tax sum, then with respect to each remaining applicable Contract
Year hereunder, the Royalty due to Licensor hereunder shall be
increased by ten percent (10%).
6.9. INSPECTION OF BOOKS AND RECORDS AND RIGHT TO AUDIT. Licensee shall
keep complete and accurate records of all operations affecting
royalty payments hereunder, and shall permit Licensor or its
designee to inspect all such records and to make copies of or
extracts from such records during regular business hours throughout
the term of this Agreement and for a period of five (5) years after
the completion or termination of this Agreement. Such inspection
shall be made upon reasonable notice to Licensee and with minimum
interference in the business activities of Licensee. As part of
Licensor's right to inspect Licensee's books of account and records,
Licensor shall have the right to have Licensee's books of accounts
and records audited, at Licensor's expense. However, if the audit
reveals a payment deficiency in the amount owed to Licensor under
this Agreement of two percent (2%) or more for any royalty period,
then Licensee shall bear and pay all costs of the audit and shall
immediately pay Licensor all such sums due and payable plus interest
on the deficient amount at the same rate provided for late payments
under Section 6.7.
7. ADVERTISING AND PROMOTIONAL COMMITMENT
27
Licensee and Licensor agree that Licensee shall actively advertise and
promote the sale of Hard Products in each Country included in the
Territory; to that purpose, Licensee shall invest at least such percentage
of the Net Sales in advertising and promotion for Hard Products, and for
each Country included in the Territory, as indicated in Schedule F opposite
to the name of each Country.
8. REPRESENTATIONS - INDEMNITY - INSURANCE
8.1. LICENSOR. Licensor represents and warrants that:
(i) Licensor is able to license all of Licensor's rights to the
Trademarks in the Territory for purposes of this Agreement
except as provided in Section 5.2 hereof.
(ii) Licensor's entering into and performing this Agreement will
not conflict with or violate any agreements or obligations
Licensor may have with any other person or entity.
8.2. LICENSEE. Licensee represents and warrants that:
(i) The Products, aside from use of the Trademarks pursuant to
this Agreement, shall not infringe the patents, industrial
design rights, copyrights, trademark rights, or other
intellectual property rights of others.
(ii) Licensee's entering into and performing this Agreement will
not conflict with or violate any agreements or obligations
Licensee may have with any other person or entity.
28
(iii) Licensee acknowledges and represents that it has no claims
whatsoever against Licensor or any Affiliate for any
activity or matter arising from or related to the Original
Agreement, its performance and fulfillment.
8.3. Licensee acknowledges that Licensor has not promised, and has not
engaged itself, to perform any activity whatsoever on behalf of
Licensee, or to enter into any cooperation program in connection
with the marketing of the Products, such marketing shall rest solely
under Licensee's responsibilities, subject to all terms and
conditions of this Agreement.
8.4. INDEMNITY. Licensor shall indemnify and hold Licensee harmless from
and against any claim, suit, loss, damage, or expense (including
without limitation reasonable attorneys' fees) arising out of or
relating to any breach of Licensor's representations and warranties.
Licensee shall indemnify and hold harmless from and against any
claim, suit, loss, damage, or expense (including without limitation
reasonable attorneys' fees) arising out of or relating to any breach
of Licensee's representations and warranties, arising out of or
relating to the manufacture, marketing, distribution, advertising,
promotion, or sale of any of the Products, including without
limitation, products liability claims, or any other breach of this
Agreement. Either Licensor or Licensee, as the case may be, shall
provide the other party notice of any claim or suit for which the
other party may be liable in indemnity within ten (10) business days
after learning of same. The indemnity party, at its expense, shall
have the right to enter and defend against any such claim or suit
29
using counsel of the indemnifying party's choice. The indemnified
party shall have the right, at its own expense, to participate in
such claim or suit using the indemnified party's own counsel.
8.5. NO COMPETITION. During the Term, Licensee shall not carry on or be
engaged in or concerned with or interested in, directly or
indirectly, whether alone or in conjunction with any person, any
business, enterprise, or undertaking which his in whole or in part
in any way competitive with the business of Licensor, or which
involves the use of a trademark belonging to a competitor of the
Licensor.
8.6. INSURANCE POLICY. Licensee shall maintain at its own expense, in
full force and effect, at all times during which the Products are
sold and for a period of two (2) years, thereafter, but effective
from the effective date of this License with a reputable national
insurance carrier acceptable to Licensor, and approved by Licensor,
a products liability insurance policy with respect to the Products,
for the amount of US$2,000,000. This insurance shall be for the
benefit of the Licensee but shall include Licensor as an additional
named insured. This insurance shall provide for at least ten (10)
business days' prior written notice to Licensor and Licensee of the
cancellation or any substantial modification of the policy. This
insurance may be obtained by Licensee for Licensor in conjunction
with a policy which covers products other than the Products.
Failure to maintain this insurance at all times relevant hereto will
constitute a material breach by this Agreement.
30
Immediately after October 1, 1996 and at least once per each year of
the Term and thereafter once per year for two (2) years, and in
addition from time to time upon reasonable request by Licensor,
Licensee shall deliver to Licensor a certificate of insurance
evidencing the insurance required under this Agreement.
9. TERMINATION
9.1. TERMINATION WITH NOTICE. If Licensor fails to perform or otherwise
materially breaches any of its obligations under this Agreement,
Licensee shall have the right, without prejudice to any other rights
Licensee may have, to terminate this Agreement by giving thirty (30)
days written notice to Licensor, and this written notice shall
automatically become effective unless Licensor effectively remedies
the breach within said thirty-day period. If Licensee fails to
perform or otherwise breaches any of its obligations under this
Agreement, Licensor shall have the right, without prejudice to any
other rights Licensor may have, to terminate this Agreement by
giving thirty (30) days written notice to Licensee, and this notice
shall automatically become effective unless Licensee completely
remedies the breach to Licensor's satisfaction within the said
thirty-day period.
9.2. IMMEDIATE TERMINATION. Licensor may terminate immediately and
without prior notice or opportunity to cure on the following
conditions: 1) Licensee fails to use its best efforts to meet the
Product Introduction dates as stated in Section 3.2.; 2) Licensee
fails to make timely royalty payments; 3) Licensee fails to
maintain, at
31
all relevant times, product liability insurance as stated in Section
8; or 4) Licensee fails to comply with any of the provisions set
forth in Section 4.
9.3. PARTIAL TERMINATION. Licensee acknowledges that it is essential to
this Agreement to assure the effective marketing of the Hard
Products in every Country in the Territory, so that, if in a certain
Country there will be no marketing of the Hard Products, or if such
marketing will not occur in commercial quantities, or if in a
certain Country the Sales Targets are not met, Licensor shall have
the right, but not the obligation, to terminate this Agreement
solely and limited to such Country or Countries, without prejudice
to any other remedy available to Licensor.
If one of the above cases occur, Licensor shall have the option to
exercise the right referred to in this Section 9.3 OR to exercise
the rights referred to in Section 9.1. If Licensor elects to
exercise any of the rights referred to in this Section, it should
do so within thirty (30) days from the moment in which Licensor is
aware of any of the occurrences referred to in this Section.
9.4. LICENSEE'S INSOLVENCY. If Licensee commences or becomes the subject
of any case or proceeding under the bankruptcy, insolvency, or
equivalent laws of any Country in the Territory, or if a court
appoints a received, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) for Licensee or for any
substantial part of Licensee's property, or if Licensee makes an
assignment for the benefit of creditors, or if Licensee takes
corporate action in furtherance of any of the foregoing, Licensee
shall give notice of the event immediately to Licensor.
32
Whether or not such notice is given, Licensor shall have the right
upon the occurrence of any of the foregoing, without prejudice to
any other rights Licensor may have, to terminate this Agreement by
giving written notice to Licensee, effectively immediately.
9.5. CHANGE OF BUSINESS. If Licensee sells or otherwise disposes of
substantially all of its business or assets to a third party, or
control of Licensee is transferred to any third party, either by
way of assignment of the majority of Licensee's stock, or by
mortgaging, pledging or otherwise encumbering such stocks, or in
other way, Licensor shall have the right, without prejudice to
any other rights Licensor may have, to terminate this Agreement,
effectively immediately, by giving written notice to Licensee.
It is acknowledged that the personal performance of Miles Xxxxx
is of the essence for Licensor to enter into this Agreement. In
case any of the above subjects shall cease working for Licensee,
or otherwise cease providing their services to Licensee, Licensor
shall be entitled in its reasonable evaluation, to terminate this
Agreement.
9.6. EFFECT OF EXPIRATION OR TERMINATION. With the exception of the
limited right of sell-of under Section 4.8.3, no rights whatsoever
shall extend to Licensee beyond the expiration or termination of
this Agreement, and Licensee shall not be entitled to any
compensatory payment on the expiration or termination of this
Agreement. Upon the expiration or termination of this Agreement for
any reason whatsoever, all rights in the Trademarks shall
automatically revert to Licensor, and Licensee
33
immediately shall cease, and thereafter refrain from, all use of (a)
the Trademarks, including without limitation removing all articles,
tags and labels bearing the Trademarks from the Products in
inventory and otherwise, and (b) trademarks similar to the
Trademarks and materials similar in appearance to those used for the
Products, such as package designs, labels, tags, and marketing,
advertising or promotional materials. The preceding sentence shall
not apply to use on articles, tags, labels, and packaging
necessarily incident to sale of Products as Remaining Inventory
during the six month sell-off period under Section 4.8.3 of this
Agreement. Use in any other manner, however, including without
limitation use in advertising and promotional materials and
activities, shall be prohibited during the sell-off period.
Licensee further agrees to surrender all tools, dies, molds and raw
materials, sew-in labels, silkscreens, embroidery heads, and the
like, bearing the Trademarks, to the possession of Licensor
immediately upon termination of this Agreement or to destroy or
modify them in the presence of Licensor. The designs, utilized or
conceived for Products, cannot be adopted by either party after the
expiration or termination of this Agreement.
9.7. SURVIVORSHIP. The following provisions shall survive expiration or
termination of this Agreement: 1.4, 4.7.1, 4.8, 5.1, 5.2, 6.4
through 6.9, 7, 8.1, 8.2, 8.3, 9.6 and 10.1 through 10.11.
10. GENERAL
34
10.1. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
and contains a complete statement of all the arrangements between
the parties with respect to its subject matter and supersedes all
prior agreements, understandings, commitments, negotiations, and
discussions, whether oral or written, including the Original
Agreement and any amendment thereto which is terminated by mutual
consent effective immediately upon execution of this Agreement.
10.2. HEADINGS. The section headings in this Agreement are included
solely for convenience of reference. They are not intended to be
complete or accurate description of the section contents, and shall
not affect the interpretation or be considered a part of this
Agreement.
10.3. AMENDMENT. This Agreement may not be amended, altered, modified, or
otherwise changed in any respect or particular whatsoever except in
writing signed by both parties.
10.4. WAIVER. The failure of a party to insist upon strict adherence to
any provision of this Agreement on any occasion shall not be
considered a waiver or deprive or limit that party's right
thereafter to insist upon strict adherence to that provision in the
particular instance or that provision or any other provision of this
Agreement in any instance. Any waiver shall be in writing signed by
the party against whom the waiver is sought to be enforced.
35
10.5. NO ASSIGNMENT. This Agreement is personal to Licensee, and Licensee
shall not assign or transfer of its rights or delegate any of its
obligations under this Agreement. Any attempted assignment,
transfer, or delegation in violation of this provision or by virtue
of the operation of law shall be void. However, Licensor shall be
entitled to assign or transfer any of its rights or to delegate any
of its obligations under this Agreement to any of its affiliates,
provided that Licensor shall remain responsible toward Licensee for
the performance of this Agreement.
10.6. BIND AND BENEFIT. This Agreement shall be binding upon, and shall
inure to the benefit of, the parties and parties' respective
successors, and permitted assigns and transferees, if any.
10.7. SEVERABILITY. The provisions of this Agreement are severable. If a
court of competent jurisdiction should declare any provision of this
Agreement void or otherwise unenforceable, the other provisions
shall remain unchanged and in full force and effect.
10.8. IRREPARABLE INJURY. Licensee acknowledges and admits that its
failure to manufacture, sell, advertise, promote, ship and
distribute the Products in accordance with this Agreement and
particular in compliance with the provisions set forth in Section 4
of this Agreement, or to otherwise fulfill Licensee's obligation
under this Agreement or to cease its activities as required upon
expiration or termination of this Agreement under Section 9 will
result in immediate and irreparable damage
36
to Licensor. Licensee agrees that, in the event of such failure,
Licensor shall be entitled to equitable relief by way of temporary,
preliminary and permanent injunctions, and such other and further
relief as any court with competent jurisdiction may deem just and
proper, in addition to and without prejudice to any other relief to
which Licensor may be entitled.
10.9. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by
and construed in accordance with the internal substantive laws of
Italy. Licensee hereby consents to the exclusive jurisdiction of
the court of Milan for resolution of all claims, differences,
disputes which the parties may have regarding interpretation,
application or enforcement of this Agreement.
10.10. DELIVERY OF SAMPLES AND NOTICES. Unless otherwise specified in this
Agreement, or unless Licensor instructs Licensee differently,
production samples of the Products, and duplicate copies of all
items and materials bearing or mentioning the Trademarks, including
without limitation artwork, containers packaging, labels, tags, and
the like; marketing, advertising, and promotional materials; and
transactional documents, shall be delivered to the address set forth
in Section 4.4 of this Agreement. Any other notice, accounting
statement, or other communications under this Agreement shall be in
writing and shall be considered given when received by the parties
at the following addresses (or at such other address as a party may
specify by notice to the others):
As to Licensor: Attention - License Dept.
37
Fila Sport S.p.A.
Xxxxx Xxxxxx Xxxxxxxx, 00
Xxxxxx, Xxxxx
With a copy to:
Franco Maula
Legal Dept.
Fila Sport S.p.A.
Xxxxx Xxxxxx Xxxxxxxx, 00
Xxxxxx, Xxxxx
As to Licensee: Attention - Chief Executive Officer
Renaissance Golf Products, Inc.
0000 Xxxxxxx Xxxxx
Xxxxxxxxxx Xxxxx, Xx 00000
With a courtesy copy to: Xxxxx X. Xxxxxxx, Esq.
Xxxxxx, Xxxxxxx & Xxxxxxx
0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
10.11. CONFIDENTIALITY. Except as required by Section 5.2 or by order of a
court or government agency of competent jurisdiction, this Agreement
and its provisions shall be kept confidential by and among the
parties, unless otherwise agreed in writing. Licensor and Licensee
shall jointly develop and agree upon any press releases or other
public statements to the media to be released upon or after
execution of this Agreement.
10.12. COMPLIMENTARY PRODUCTS. During each Contract Year during the Term
and any renewal term, Licensee shall provide to Licensor free of
charge of ten (10) of each style or model of the Products.
38
10.13. LICENSOR'S RIGHT TO PURCHASE. During each Contract Year during the
Term and any Extended Term, Licensor shall have the right to
purchase up to one hundred (100) of each style or model of the
Products at Licensee's manufacturing cost, for Licensor's
promotional purposes; and other Products at Licensee's price list
for distribution and sale in any point of sale owned by Licensor or
its Affiliates.
10.14. AGREEMENT ONLY UPON FULL EXECUTION AND DELIVERY. This document
shall not be binding on either Licensor or Licensee or constitute a
note or memorandum of the material terms of an agreement until each
party has received delivery of a copy executed on behalf of all
parties.
10.15. AUTHORIZATION AND ABILITY TO EXECUTE. The undersigned represent
that they are authorized to sign this Agreement on behalf of the
parties hereto. Each party has relief upon said representation in
entering this Agreement.
LICENSOR: LICENSEE:
By:______________________________ By:______________________________
Title:____________________________ Title:____________________________
Date:____________________________ Date:____________________________
39
SCHEDULE A
TRADEMARKS
40
SCHEDULE B
TERRITORY
Italy Poland Peru
ex - U.S.S.R. Nigeria Lesotho
Germany Tunisia Chad
Algerie Sweden Panama
France Kenya Liberia
Bulgaria Zimbabwe Congo
Mauritius Argentina Jamaica
Spain Neth. Antilles Lybia
Cyprus Bahamas Gabon
Portugal Barbados Haiti
Finland Un. Arab Emir. Guinea
Belgium Bermuda Ecuador
Ireland Bolivia Madagascar
Seychelles Saudi Arabia Maldive
Holland Chile Malawi
Iceland Colombia Malta
Luxembourg Somaliland Cyprus
Great Britain Costa Rica St. Kitts/Nevis
Sri Lanka Cuba St. Xxxxx
Xxxxxxxxxxxx South Africa Tonga
Greece El Salvador Uganda
Monaco Ivory Coast Virgin Isl.
Norway Guatemala Zanzibar
Switzerland Mali Western Samoa
Uruguay Honduras Quatar
Bahrain Falkland Isl. Rwanda
Ex-Yugoslavia Mauritania Solomon Isl.
*U.S.A. Nicaragua Sierra Leone
Dubai Guernsey Vanuatu
Austria Niger Xxxxxxxxx
Xxxxxx Paraguay St. Xxxxxxx and Grenadines
Hungary Ghana Cameroun
Iran Senegal Mexico
Morocco Dominican Rep. Namibia
Brunei Belize Central African Rep.
Iraq Togo Canada
Egypt Trinidad and Tobago Israel
Fiji Burkina Faso
Lebanon Brazil
Roumania Cayman Isl.
Syria Benin
Tchzeck Rep. Botswana
*Excluding Guam, Saipan and any other Micronesian or Asian U.S. Possessions or
territories.
41
SCHEDULE C
PRODUCTS
SOFT PRODUCTS
golf hats
golf caps
golf visors
golf towels (a towel specially designed with a ring to enable it to be hung from
the golf club bag and to be used when playing golf)
HARD PRODUCTS
golf gloves
golf balls
golf clubs
golf club bags (caddy bags)
golf club head covers
golf umbrellas (with special device for golf playing)
golf score boards
golf tees
42
SCHEDULE D
COUNTRY DATE FOR INTRODUCTION OF THE PRODUCTS IN
COMMERCIAL QUANTITIES
Italy
ex - U.S.S.R.
Germany
Algerie
France
Bulgaria
Mauritius
Spain
Cyprus
Portugal
Finland
Belgium
Ireland
Seychelles
Holland
Iceland
Luxembourg
Great Britain
Sri Lanka
Liechtenstein
Greece
Monaco
Norway
Switzerland
Uruguay
Bahrain
Ex-Yugoslavia
U.S.A.
Dubai
Austria
Jordan
Hungary
Iran
Morocco
SCHEDULE D CONTINUED
COUNTRY DATE FOR INTRODUCTION OF THE PRODUCTS IN
COMMERCIAL QUANTITIES
Brunei
Iraq
Xxxxx
Xxxx
00
Xxxxxxx
Xxxxxxxx
Syria
Tchzeck Rep.
Poland
Nigeria
Tunisia
Sweden
Kenya
Zimbabwe
Argentina
Neth. Antilles
Bahamas
Barbados
Un. Arab Emir.
Bermuda
Bolivia
Saudi Arabia
Chile
Colombia
Somaliland
Costa Rica
Cuba
South Africa
El Xxxxxxxx
Xxxxx Coast
Guatemala
Mali
Honduras
Falkland Isl.
Mauritania
SCHEDULE D CONTINUED
COUNTRY DATE FOR INTRODUCTION OF THE PRODUCTS IN
COMMERCIAL QUANTITIES
Nicaragua
Guernsey
Niger
Paraguay
Ghana
Senegal
Dominican Rep.
Belize
Togo
Trinidad and Tobago
Burkina Faso
44
Brazil
Cayman Isl.
Benin
Botswana
Cameroun
Mexico
Namibia
Central African Rep.
Peru
Lesotho
Chad
Panama
Liberia
Congo
Jamaica
Lybia
Gabon
Haiti
Guinea
Ecuador
Madagascar
Maldive
Malawi
SCHEDULE D CONTINUED
COUNTRY DATE FOR INTRODUCTION OF THE PRODUCTS IN
COMMERCIAL QUANTITIES
Malta
St. Kitts/Nevis
St. Lucia
Tonga
Uganda
Virgin Isl.
Zanzibar
Western Samoa
Quatar
Rwanda
Solomon Isl.
Sierra Leone
Vanuatu
Tanganika
St. Xxxxxxx and Grenadines
45
SCHEDULE E
SALES TARGETS
COUNTRY SALES TARGET YEAR % INCREASE
Italy
ex - U.S.S.R.
Germany
Algerie
France
Bulgaria
Mauritius
Spain
Cyprus
Portugal
Finland
Belgium
Ireland
Seychelles
Holland
Iceland
Luxembourg
Great Britain
Sri Lanka
Liechtenstein
Greece
Monaco
Norway
Switzerland
Uruguay
Bahrain
Ex-Yugoslavia
U.S.A.
Dubai
Austria
Jordan
Hungary
Iran
SCHEDULE E CONTINUED
COUNTRY SALES TARGET YEAR % INCREASE
Morocco
Brunei
Iraq
Egypt
46
Fiji
Lebanon
Roumania
Syria
Tchzeck Rep.
Poland
Nigeria
Tunisia
Sweden
Kenya
Zimbabwe
Argentina
Neth. Antilles
Bahamas
Barbados
Un. Arab Emir.
Bermuda
Bolivia
Saudi Arabia
Chile
Colombia
Somaliland
Costa Rica
Cuba
South Africa
El Xxxxxxxx
Xxxxx Coast
Guatemala
Mali
Honduras
Falkland Isl.
SCHEDULE E CONTINUED
COUNTRY SALES TARGET YEAR % INCREASE
Xxxxxxxxxx
Xxxxxxxxx
Xxxxxxxx
Xxxxx
Xxxxxxxx
Xxxxx
Senegal
Dominican Rep.
Belize
Togo
Trinidad and Tobago
47
Burkina Faso
Brazil
Cayman Isl.
Benin
Botswana
Cameroun
Mexico
Namibia
Central African Rep.
Peru
Lesotho
Chad
Panama
Liberia
Congo
Jamaica
Lybia
Gabon
Haiti
Guinea
Ecuador
Madagascar
Maldive
Malawi
Malta
SCHEDULE E CONTINUED
COUNTRY SALES TARGET YEAR % INCREASE
St. Kitts/Nevis
St. Lucia
Tonga
Uganda
Virgin Isl.
Zanzibar
Western Samoa
Quatar
Rwanda
Solomon Isl.
Sierra Leone
Vanuatu
Tanganika
St. Xxxxxxx and Grenadines
In case of extension: for any Contract Year, and for each Country the Sales
Target of the preceding Contract Year increased by 5%.
48
SCHEDULE E
LICENSEE ACCOUNTING STATEMENT
Licensee:____________________
Statement Date:__________, 19__
Royalty Period:___________, 19__ to ___________, 19__
Computation of Royalties:
Product Category:
Minimum Royalty for the Royalty Period:
Royalty Rate:_____%
Description of Licensed Products (style & model #):
Net Sales Price for each Licensed Product:
Number of each Style and Model of Licensed Products Sold:
Royalties due for the Royalty Period:
Sales divided by Country and by style/category:
49
SCHEDULE F
COUNTRY ADVERTISING PROMOTION
IN WHICH ADVERTISING AND 5% 3%
PROMOTION ACTIVITIES FOR
PRODUCTS SHOULD BE DONE
Italy
ex - U.S.S.R.
Germany
Algerie
France
Bulgaria
Mauritius
Spain
Cyprus
Portugal
Finland
Belgium
Ireland
Seychelles
Holland
Iceland
Luxembourg
Great Britain
Sri Lanka
Liechtenstein
Greece
Monaco
Norway
Switzerland
Uruguay
Bahrain
Ex-Yugoslavia
U.S.A.
Dubai
Austria
Jordan
Hungary
SCHEDULE G CONTINUED
COUNTRY ADVERTISING PROMOTION
IN WHICH ADVERTISING AND 5% 3%
PROMOTION ACTIVITIES FOR
PRODUCTS SHOULD BE DONE
Morocco
Xxxxxx
00
Xxxx
Roumania
Tchzeck Rep.
Poland
Nigeria
Tunisia
Sweden
Kenya
Argentina
Neth. Antilles
Bahamas
Barbados
Un. Arab Emir.
Bermuda
Bolivia
Saudi Arabia
Chile
Colombia
Somaliland
Costa Rica
South Africa
El Xxxxxxxx
Xxxxx Coast
Guatemala
Mali
Honduras
Falkland Isl.
Mauritania
Nicaragua
Guernsey
Niger
Paraguay
SCHEDULE G CONTINUED
COUNTRY ADVERTISING PROMOTION
IN WHICH ADVERTISING AND 5% 3%
PROMOTION ACTIVITIES FOR
PRODUCTS SHOULD BE DONE
Ghana
Senegal
Dominican Rep.
Trinidad and Tobago
Brazil
Cayman Isl.
Xxxxxx
Xxxxxxx
00
Xxxx
Panama
Jamaica
Gabon
Haiti
Guinea
Ecuador
Malta
St. Kitts/Nevis
St. Xxxxx
Xxxxxxx
Tonga
Virgin Isl.
St. Xxxxxxx and Grenadines
52
