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Exhibit 10.31
ALFIN, INC.
000 XXXXX XXXXXX
XXX XXXX, XX 00000
November 8, 1996
Xx. Xxxxxxxx Xxxxxx
0 Xxxx Xxx Xxxxxx
Xxxxxxxxx X
Xxx Xxxx, XX 00000
Dear Xx. Xxxxxx:
This letter sets forth our agreement with respect to the sale of Adrien
Arpel cosmetic products and kits on The Home Shopping Network ("HSN") solely
in connection with the HSN shows scheduled for November 14-18, 1996, December
12-16, 1996 and January 23-27, 1997 (collectively, the "HSN Shows") as follows:
1. Xxxxxxxx Xxxxxx ("Xxxxxx") will appear as the selling host on the
HSN Shows for Adrien Arpel, Inc. ("Arpel") and will take all steps necessary to
prepare for and put on such HSN Shows consistent with her past practice for
Arpel. Xxxxxx will keep Alfin, Inc. (the "Company") and Arpel informed on a
regular basis with respect to the preparations and status of the HSN Shows.
2. As compensation for her services described in paragraph 1 above,
Xxxxxx (or her designee) will be paid by the Company in accordance with
paragraph 7(d) of that certain Employment Agreement dated April 4, 1990 between
Xxxxxx and the Company, as amended (the "Employment Agreement"); provided,
however, that instead of the Company paying Xxxxxx directly for product sales
related to the HSN shows, the Company will instruct HSN to divide whatever
payment HSN owes to the Company in connection with such HSN Shows between the
Company and Xxxxxx in accordance with paragraph 7(d) of the Employment
Agreement. In no event will any such payments due Xxxxxx by the Company be
delayed or withheld in the event of any litigation between the parties arising
from the Employment Agreement.
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3. Within two (2) business days of the date hereof, the Company will
deliver a check to Xxxxxx & Xxxxx (which Xxxxxx and Xxxxx will deposit
in its trust account) in the amount of $101,855.66 in recognition of
past net sales payments due Xxxxxx by the Company under the Employment
Agreement for the month of October 1996 only, which amount shall be net
of the amount of $96,195 as Xxxxxx'x payment for a certain diamond ring
pursuant to an agreement between Xxxxxx and Arpel (as successor to the
interests of Xxxxxxxx and Xxxx, Inc.) dated July 25, 1985. On the first
business day following Xxxxxx'x appearances on the November 14-18 HSN
Shows, Xxxxxx & Xxxxx will deliver to Xxxxxx a check for $101,855.66
for the reasons set forth in the previous sentence.
4. In order to support Xxxxxx'x efforts with respect to the HSN Shows, the
Company will provide Xxxxxx with the following:
a. Reimbursement in an amount not to exceed $22,500 for separate
office space for the period from the date hereof through and
including the January 27, 1997 HSN Show (the "Selling Period").
b. Each of the Arpel staff listed below will be offered the
opportunity to terminate his or her employment with Arpel or the
Company, as the case may be, and to work for Xxxxxx or a
corporation controlled by her. Any employee who remains at the
Company or Arpel will be made available to Xxxxxx for the
conduct of the HSN Shows during the Selling Period. During the
Selling Period, the Company and/or Arpel will pay one-half of
the payroll cost of each such employee who leaves the Company
and/or Arpel as above described.
(i) Xxx Xxxxxxx (iv) Xxxxxxx Xxxx
(ii) Xxxx Xxxxxxxx (v) Rits Marlow
(iii) Xxxx Xxxx
Nothing in this agreement will be deemed to obligate the Company
or Arpel to continue the employment of such staff after the
Selling Period.
c. Warehouse and computer support consistent with past practice
during the Selling Period.
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5. The parties hereby acknowledge that Xxxxxx is acting as an independent
contractor and not an employee in the rendering of the services set
forth herein.
6. Except as specifically set forth herein, this agreement confers no other
rights, express or implied, to Xxxxxx with respect to any of the
Company's or Arpel's assets, income, trademarks or products.
7. In performing her duties hereunder, Xxxxxx shall do all things necessary
to maintain the goodwill and value of the Company, Arpel and its
products.
8. This agreement will terminate automatically without notice by either
party at the end of the Selling Period. Xxxxxx'x right to receive any
payments specifically due hereunder, however, will survive the
termination of this agreement.
9. Notwithstanding anything to the contrary set forth herein, the parties
each expressly reserve any rights and remedies available to them at law
or in equity arising in connection with the termination of the
Employment Agreement as set forth in Xxxx Xxxxxx'x letter (on behalf of
Xxxxxx) to the Company and Arpel dated October 25, 1996 and Xxxxxx
Xxxx'x response (on behalf of the Company and Arpel) to Xxxx Xxxxxx
dated November 1, 1996 and expressly agree not to take any action to
exercise such rights and remedies (by way of litigation against the
other or otherwise) until after the Selling Period.
10. The Company has and will hold in abeyance any written notice terminating
Xxxxxx for "good cause" under the Employment Agreement which would have
otherwise been delivered to Xxxxxx until after the Selling Period, and
notwithstanding anything to the contrary set forth herein, the Company
reserves its right to deliver such written notice to Xxxxxx after the
Selling Period.
11. During the Selling Period, neither party will communicate, orally or in
writing, with the public, HSN, customers, retail stores selling Arpel
products, employees of the Company or Arpel or the press any statements
which could injure or disparage the other party's name or reputation.
During the Selling Period, all material inquiries regarding Arpel
products and the HSN Shows should be directed to the Company or Arpel.
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12. The parties agree that the terms of this agreement are
confidential and shall not be disclosed except as required by
applicable law or court order.
13. This agreement shall be governed by New York law.
If the foregoing correctly states our agreement, please so indicate by
signing below and returning an executed counterpart of this agreement to our
attention.
Very truly yours,
ALFIN, INC.
By: /s/ Xxxxxxxxx Xxxxx
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Xxxxxxxxx Xxxxx, President
ACCEPTED AND AGREED
this 8th day of November, 1996
/s/ Xxxxxxxx Xxxxxx
---------------------------------
Xxxxxxxx Xxxxxx
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