Exhibit 10.71
AGREEMENT
THIS AGREEMENT IS MADE BY AND BETWEEN
XXXXXXXXX XXXXXXX, a Societe en Nom Collectif (commercial partnership), whose
registered office is at 00, xxx xx Xxxxxxxx Xx Xxxxxx, 00000 XXXXX, registered
with PARIS Trade and Companies Register under number 341 265 858 , represented
by Xx Xxxxx Xxxx.
Hereinafter referred to as "LACROIX"
AND
INTER PARFUMS, Societe Anonyme (French Public Limited Company), whose registered
office is 0, xxxx xxxxx xxx Xxxxxx Xxxxxxx, 00000 XXXXX, registered with Paris
Trade and Companies Register under number 350 219 382, represented by Xx
Xxxxxxxx Xxxxxxx.
Hereinafter referred to as "INTER PARFUMS"
WHEREAS:
LACROIX, a subsidiary of the company LVMH - MOET XXXXXXXX.XXXXX VUITTON, is
the owner of the international class 3 "XXXXXXXXX XXXXXXX " trademark,
which, both in France and abroad, enjoys international renown and a
prestigious image in the domain of haute-couture, and of luxury
ready-to-wear clothing and accessories.
INTER PARFUMS is desirous to exploit the XXXXXXXXX XXXXXXX trademark for
the manufacture and distribution of perfumes and derived products under
that trademark under conditions consistent with the prestige of the
trademark and the reputation for high quality of XXXXXXXXX XXXXXXX
products.
The Parties acknowledge the mutual interest they share in preventing any
detriment to the XXXXXXXXX XXXXXXX brand image. They will act accordingly
to defend its influence and develop its prestige; they will proceed jointly
or severally, promptly in all matters that may contribute to achieving this
objective.
In the perspective of engaging in joint endeavours to confer a style exclusive
to XXXXXXXXX XXXXXXX upon those products constituting the subject matter of this
Agreement,
NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:
ARTICLE 1: DEFINITION
For the purposes of this Agreement, the meaning of certain terms is specified
below:
1.1 "AGREEMENT" shall mean the present Licence Agreement and its Exhibits.
1.2 "PRODUCTS" shall mean the perfumes, eaux de toilette, products derived
directly from these perfumes, excluding cosmetics, which INTER PARFUMS may
create or shall create in the performance of this Agreement.
1.3 "PRODUCT ENVIRONMENT" shall mean the bottles, the covers or boxes, the
perfume packaging and products derived from the perfumes.
1.4 "TERRITORY" shall mean the whole world, including duty-free points-of-sale.
1.5 "TRADEMARKS" shall mean the existing international class 3 trademark
registrations and/or applications in the name of the XXXXXXXXX XXXXXXX company
as listed in Exhibit 1. The Parties also agree to designate by this term all
future trademark registrations and/or applications in the name of the XXXXXXXXX
XXXXXXX company under this Agreement.
1.6 "CONTRACT YEAR" shall mean the period between 1st January of one year N and
31st December of that same year.
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1.7 "RETAILER" shall mean any point-of-sale or retail sale area authorised to
sell Products bearing the XXXXXXXXX XXXXXXX Trademark.
1.8 "DISTRIBUTOR" shall mean any independent company authorised to sell Products
bearing the XXXXXXXXX XXXXXXX Trademark by virtue of a written agreement or of
understandings with INTER PARFUMS to retailers in on or more countries.
ARTICLE 2: SUBJECT MATTER OF THE AGREEMENT
2.1 Under the terms and conditions of this Agreement, LACROIX grants INTER
PARFUMS the exclusive right to use the Trademark for the manufacture and
commercialisation of the Products in the Territory under the circumstances
defined herebelow.
2.2 In this context, the use of the term "exclusive" shall mean that, for the
entire term of this Agreement, LACROIX shall refrain from granting other
licences for the manufacture and/or sale of the Products bearing the Trademarks.
2.3 It is expressly understood and agreed by INTER PARFUMS that LACROIX reserves
the right to open stores anywhere in the world under the "XXXXXXXXX XXXXXXX "
name, and INTER PARFUMS undertakes to supply such stores at their request. INTER
PARFUMS shall keep its Distributors duly informed of the existence of this
exception to the exclusive rights that INTER PARFUMS may have granted them in
their distribution area. INTER PARFUMS shall sell the Products to these stores
at the wholesale price minus ________________.
ARTICLE 3: OBLIGATIONS OF THE PARTIES
3.1 INTER PARFUMS undertakes to actively exploit this Licence throughout the
Territory or at least in those countries of the Territory where exploitation of
the "XXXXXXXXX XXXXXXX" Trademark can be envisaged having regard to the presence
of competing brands, and to conduct an active policy as concerns the manufacture
and commercialisation of the Products. If, in any given country, the Products
are not commercialised for 3 (three) years, the Parties shall meet with a view
to adopting a strategy for that country.
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3.2 INTER PARFUMS undertakes that all the Products, as well as all the perfume
extracts or constituents of the Products, shall be made in Europe.
3.3 DISTRIBUTION NETWORK
3.3 a) INTER PARFUMS undertakes to adopt a selective sales policy for the
distribution of the Products and only to sell the Products through
selective points-of-sale, perfume shops and department stores. INTER
PARFUMS further undertakes that the Products shall be commercialised at
a price corresponding to the "XXXXXXXXX XXXXXXX" brand image.
3.3 b) INTER PARFUMS undertakes to ensure the reputation and prestige of
the Trademark is upheld through a suitable marketing policy and sales
methods for the selective distribution system. INTER PARFUMS undertakes
to commercialise the Products in a selective distribution network
covering the entire Territory, within the limits of Article 3.1 above,
and to maintain an administrative and sales structure capable of
ensuring effective control.
3.3 c) In order to maintain the "XXXXXXXXX XXXXXXX" brand image, INTER
PARFUMS undertakes not to commercialise the Products other than in
points-of-sale meeting the criteria for quality and employing competent
personnel. INTER PARFUMS shall insert a corresponding clause in all of
its agreements entered into with its Distributors or with Retailers.
INTER PARFUMS shall furnish LACROIX with a standard model of such
contracts, for information.
3.3 d) In order to check that the Products are being distributed on the
Territory in accordance with the prestige of the Trademark, LACROIX may
visit or have inspectors visit the points-of-sale. If it appears that
some of these fail to meet the requirements set out in subparagraph
3.3c) above, LACROIX may ask INTER PARFUMS to remove the Products or to
have the Products removed from the points-of-sale visited and to
discontinue commercialisation of the Products through those
points-of-sale.
3.3 e) INTER PARFUMS shall regularly forward the list of its Distributors
and Retailers to LACROIX.
3.3 f) INTER PARFUMS shall provide LACROIX with a breakdown of sales of
Products by country once per year.
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3.4 INTER PARFUMS undertakes to control its distribution network closely and to
deliver the Products in reasonable quantities with regard to the potential of
each market where the Products are distributed, in order to prevent any sales
outside of the distribution network.
3.5 The Parties agree that the reputation of "XXXXXXXXX XXXXXXX" in
haute-couture and luxury ready-to-wear clothing is the basis of the interest in
its Trademark, and that the impact of this reputation substantially affects the
positioning of the Trademark in the perfume industry.
In this perspective, LACROIX undertakes, as a material and essential conditions
of this Agreement, failing which stipulation the Parties would not have entered
into the Agreement, to obtain from the present and future majority partner,
controlling the XXXXXXXXX XXXXXXX company:
o the express undertaking to regularly support the creative activities
of LACROIX in haute-couture and luxury ready-to-wear clothing, or any
other fashion activity liable to support the image of prestige of the
XXXXXXXXX XXXXXXX Trademark;
o the express undertaking to consolidate the personal notoriety of Mr
Xxxxxxxxx XXXXXXX, in particular through his presence at fashion
parades of haute-couture and ready-to-wear clothing, and by media
appearances.
ARTICLE 4: TIMETABLE FOR LAUNCHING THE PRODUCTS
4.1 INTER PARFUMS undertakes to take all the necessary steps so that, within 12
(twelve) months of the Effective Date of this Agreement, a first perfume,
comprising a line for women, shall have been launched. It is, however, specified
that at the date this Agreement is signed, the development of this first
perfume, at the instigation of LACROIX, is partly in the finalisation stage,
INTER PARFUMS having to ensure the technical finalisation, consisting in
particular in selecting suppliers and negotiating with them the choice of
plastics and quality of moulds. This technical finalisation shall be submitted
to final approval of LACROIX. In addition, the finalisation budget for this
first perfume shall be determined by mutual agreement in a separate letter.
4.2 INTER PARFUMS undertakes to take all the necessary steps so that, within 36
(thirty-six) months of the Effective Date of this Agreement, the first line of
perfume referred to above shall be widely distributed in Europe, North America,
South America, Asia and the Middle East, and shall also be present in duty-free
points-of-sale.
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4.3 During the 3rd (third) Contract Year, the Parties, having regard to the
sales figures for the first line of perfume, shall confer about the development
of a second line of perfume (for men and/or for women), possibly for a wider
public. This second line could possibly be designated by the trademark
________________.
4.4 In the 5th (fifth) Contract Year, with the express proviso that the second
line of perfume referred to above has actually been launched, INTER PARFUMS and
LACROIX shall confer about the development of a third line of perfume, which may
possibly be consistent with the image of haute-couture.
ARTICLE 5: TERM
5.1 This Agreement shall come into effect as of 1st March 1999 and shall expire,
unless Article 5.2 is brought into force, on 31st December 2010.
5.2 The Parties shall meet 48 (forty-eight) months before the Expiration Date of
the Agreement as indicated above to negotiate the possible renewal of the
Agreement, it being specified that the criteria forming the basis for discussion
shall pertain to the results actually achieved by INTER PARFUMS in the
performance of this Agreement. The Parties shall use their best efforts to renew
this Agreement on the basis of reasonable figures proposed by INTER PARFUMS, but
which LACROIX may nonetheless decline on the grounds of serious disagreement or
improper performance of this Agreement by INTER PARFUMS or of the strategic
wishes of LACROIX and/or the LVMH Group to manage the development of "XXXXXXXXX
XXXXXXX" perfumes directly within their organisation. Should the Parties fail to
reach a written agreement to this effect by 31st December 2007, this Agreement
shall terminate as of the Expiration Date indicated in Article 5.1.
ARTICLE 6: ROYALTIES
6.1 In consideration for the rights granted to it under this Agreement, INTER
PARFUMS shall pay the following licence fees to LACROIX:
o __________________ of INTER PARFUMS' annual turnover from the sale of
the Products in the bracket between _______________________________
______________________________________________.
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o __________________ of INTER PARFUMS' annual turnover from the sale of
the Products in excess of __________________________________________.
6.2 The basis used for calculating turnover shall be the net total invoiced by
INTER PARFUMS (head office and subsidiaries) to its Retailers and Distributors,
including invoices further to orders by LACROIX, but exclusive of point-of-sale
advertising materials (point-of-sale advertising meaning window displays,
samples, testers, miniatures, etc.) and promotional items such as umbrellas,
bags, cases, etc. given free-of-charge to the Distributors and/or Retailers (the
said materials and items under no circumstances to exceed 10% [ten per cent] of
total sales), excluding taxes on turnover or profits and excluding transport
costs, and after deduction against supporting evidence for any Products returned
unsold.
6.3 The royalties thus calculated in accordance with the provisions of article
6.2, shall be payable quarterly on 30th April, 31st July, 30th October and 31st
January of each year.
6.4 INTER PARFUMS undertakes to pay to LACROIX, within 30 (thirty) days of the
end of each quarter, for the term of the Agreement, the guaranteed minimum
royalties set out below, it being specified, however, that the first annual
guaranteed minimum is applicable over a period of 22 (twenty-two) months, the
first Contract Year being given over to the finalisation and launch of the first
perfume; the first guaranteed minimum shall be paid by 30th April 2000 at the
latest.
PERIOD GUARANTEED MINIMUM (French Francs
excluding VAT)
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1st March 1999 - 31st December 2000
1st January 2001 - 31st December 2001
1st January 2002 - 31st December 2002
1st January 2003 - 31st December 2003
1st January 2004 - 31st December 2004
1st January 2005 - 31st December 2005
1st January 2006 - 31st December 2006
1st January 2007 - 31st December 2007
1st January 2008 - 31st December 2008
1st January 2009 - 31st December 2009
1st January 2010 - 31st December 2010
--------------------------------------------------------------------------------
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6.5 INTER PARFUMS undertakes, at the dates specified in Article 6.3 above, to
provide quarterly statements indicating the exact amount of royalties due under
this Agreement as calculated in accordance with Articles 6.1 and 6.2 above. At
the same dates, INTER PARFUMS shall pay to LACROIX the exact amount of royalties
thus calculated even if it is in excess of the minimum guaranteed amount set out
in Article 6.4. If this amount is less, INTER PARFUMS shall pay the minimum
guaranteed amount due at that date to LACROIX. However, the payment may be less
than the minimum guaranteed for the same quarter if the aggregate sum paid for
the previous quarters of the Contract Year in course is greater than the
aggregate of the sums actually owed by INTER PARFUMS.
6.6 It is agreed that the annual accounts pertaining to the royalties due shall
be closed each year within 3 (three) months after the end of the corresponding
Contract Year.
6.7 INTER PARFUMS undertakes to submit audited annual accounts relating to the
royalty payments. The said accounts shall be sent to LACROIX before the end of
the third month following the closure of accounts for each corresponding
Contract Year.
6.8 INTER PARFUMS shall maintain complete and precise records of all sales of
the Products under this Agreement and shall allow an agent or authorised
representative of LACROIX to examine the said records, make copies of them and
check the corresponding entries in INTER PARFUMS' books once per year and at
LACROIX's expense for the full term of the Agreement for 3 (three) years after
it has expired.
6.9 INTER PARFUMS discloses below, purely for guidance, its forecast turnover
plan (ex-works) for a period of 10 (ten) years, without it constituting any
contractual obligation upon it:
PERIOD Forecast turnover (ex-works)
-------------------------------------------------------
1999 Product development
2000
2001
2002
2003
2004
2005
2006
2007
2008
-------------------------------------------------------
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ARTICLE 7: CREATION, INDUSTRIAL DEVELOPMENT OF THE PRODUCTS AND COMMUNICATION
7.1 The creation of the Products and communication relating to the Products
shall be consistent with a style that is exclusive to "XXXXXXXXX XXXXXXX". In
order to ensure such consistency INTER PARFUMS undertakes to leave LACROIX full
initiative for the creation and advertising communication of the Products,
within the limits of the budget set by INTER PARFUMS and with the express
proviso that LACROIX involves INTER PARFUMS closely in all stages of creation
and development of the communication, in order to allow INTER PARFUMS to suggest
any modifications it feels appropriate. The Parties undertake to do their best
to cooperate in order to achieve together a common project, and this perspective
they define below the conditions for distributing the respective tasks.
7.2 BUSINESS PLAN
a) For all future launches contemplated, INTER PARFUMS shall provide
LACROIX with a Business Plan containing the following items:
o Intended targets and markets
o Price positioning
o Distribution strategy
o Communications strategy
o Budget for creation and communication ("BUDGET")
o Forecast turnover
b) The Business Plan defined above shall be presented at a meeting
between the Parties and any outside contributors they may call in to
discuss the said plan. In particular, the opportuneness of launching a
new Product and the general characteristics of such Product and of the
above Business Plan shall be discussed at such time.
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7.3 PRODUCT CONCEPT AND CREATION
7.3.1 LACROIX shall maintain total control of the concept of any Product
under consideration and of its creation, within the limits of the
Budget set by INTER PARFUMS, and with the express proviso that the
development of the concept and creation shall be submitted for the
approval of INTER PARFUMS at each stage of creation, which shall be as
follows:
o finalisation of the Product concept,
o drawing up of briefs for designers (styling and perfume) giving them
working guidelines,
o finalisation of the bottle styling,
o development and choice of perfume,
o development and choice of packaging,
o choice of the Product name.
7.3.2. LACROIX and INTER PARFUMS shall, by mutual agreement, choose the
creator of the perfume extracts and the designer of the perfume bottle
and packaging from among recognised professionals in their field of
activity.
7.4 INDUSTRIAL DEVELOPMENT OR TECHNICAL FINALISATION OF PRODUCTS
7.4.1 The Parties agree that INTER PARFUMS shall retain complete control of
all stages of industrial development. It shall freely select the
suppliers of packaging items (moulds, caps, pumps, boxes, packing,
labels, etc.), it being understood that the technical finalisation of
the new Product under consideration shall be submitted for final
approval to LACROIX.
7.4.2 INTER PARFUMS shall provide LACROIX, for verification purposes, with
samples of the Products before they are made commercially available.
INTER PARFUMS further undertakes to commercialise only Products in
conformance with the prototypes decided upon by mutual agreement.
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7.5 COMMUNICATION
7.5.1 INTER PARFUMS shall give details of its proposed Budget under the
Business Plan referred to above and set it in agreement with LACROIX;
its communication strategy, relating in particular to the choice of
media or means of communication (point-of-sale advertising,
advertising, public relations, etc.).
7.5.2 INTER PARFUMS shall present a media plan and forward it for approval to
LACROIX insofar as possible.
7.5.3 The Parties agree that the creation of visuals for point-of-sale
advertising, advertising and public relations shall be left to LACROIX,
within the limits of the Budget set for this purpose by mutual
agreement between the Parties and with the express proviso that LACROIX
submits the project for approval to INTER PARFUMS, at each of the
following stages:
o concept of the advertising visuals for the new Product;
o choice of contributors, in particular models, photographers or
visual artists, and the fees paid for their contribution to the
creation of the visuals;
o the end result of the advertising visuals so designed.
ARTICLE 8: SUBCONTRACTORS
8.1 INTER PARFUMS is authorised, under its entire liability, to contract out any
or all of the manufacturing of the Products and to entrust the commercialisation
of the Products to third parties acting in a capacity of sales agents or
Distributors on the following conditions:
o INTER PARFUMS gives an undertaking that all manufacturing of the
Products or perfume extracts by its subcontractors shall be done
in Europe;
o INTER PARFUMS undertakes to have its subcontractors and
Distributors abide by the general terms and conditions of this
Agreement;
o INTER PARFUMS shall from time to time transmit the list of
subcontractors and Distributors to LACROIX, at its request.
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8.2 Quality control - INTER PARFUMS shall regularly control, or have controlled,
the quality of the Products manufactured and packaged by its subcontractors and
undertakes to inform LACROIX at the earliest opportunity of any technical
defects reported and to take all necessary measures to correct such defects.
INTER PARFUMS undertakes to send random samples of the Products to be
commercialised to LACROIX at its request and at most once per month.
ARTICLE 9: MARKETING PLAN
9.1 By 31st October of each year at the latest, INTER PARFUMS shall send a
Marketing Plan relating to the next calendar year to LACROIX for approval. The
said Plan shall contain essentially:
o the update of the Product ranges,
o proposals for retail price positioning,
o programme for events and promotion.
9.2 By 31st January of each year at the latest, INTER PARFUMS shall send to
LACROIX, for information, the following budget forecasts:
o a forecast for the current year's turnover,
o the advertising budget for the current year,
o a draft project for media plans.
ARTICLE 10: ADVERTISING SPENDING
10.1 INTER PARFUMS, jointly with its Distributors, undertakes to invest in
advertising for the Products a minimum of _____________________ of net local
wholesale annual turnover from the sale of the Products for the entire term of
the Agreement. The advertising budget will cover advertising expenses at
points-of-sale (shop windows, samples, miniatures, testers, etc.), advertising
spending on media (magazines, newspapers, television, etc.) and public relations
and promotional expenses. INTER PARFUMS further undertakes to audit the
advertising spending and actions of its Distributors.
10.2 INTER PARFUMS further undertakes that the total amount of its spending on
advertising for the Products, and that of its Distributors, shall be at least
____________________________
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___________________________ for the aggregate expenditure of the second and
third Contract Years.
ARTICLE 11: TRADEMARKS
11.1 INTER PARFUMS acknowledges the present and future rights of LACROIX in the
Trademarks, including in particular the Trademarks described in Article 11.6
hereunder, and undertakes not to contest the said rights. The Parties to this
Agreement acknowledge that all of the rights pertaining to the Trademarks and
deriving from the use thereof by INTER PARFUMS are the sole property of LACROIX.
11.2 INTER PARFUMS undertakes not to use the Trademarks other than in the form
specified in Exhibit 1 and solely in connection with the Products, the Product
Environment, and the sale and promotion thereof.
11.3 INTER PARFUMS shall seek the prior consent of LACROIX for any combined use
of the Trademarks with another name, trademark, logo or other wording or device.
INTER PARFUMS shall further request clear and unequivocal prior consent from
LACROIX before using the Trademarks in its letterheads.
11.4 The Parties hereto shall decide jointly if it becomes necessary to chose
and file applications for one or more new trademarks for the different lines of
Products. To this end, INTER PARFUMS shall provide LACROIX, in the Marketing
Plan referred to in Article 9 above, with full particulars pertaining to the
said trademarks. INTER PARFUMS undertakes to show reasonable restraint in its
wishes to create new trademarks and, in any event, not to plan filing
applications for more than 3 (three) new trademarks during the entire term of
this Agreement.
11.5 INTER PARFUMS shall propose to LACROIX several names and/or logos for the
aforementioned new trademarks after making the relevant searches concerning
prior registrations of such names and/or logos in the countries indicated by
INTER PARFUMS. LACROIX shall file any applications for the said new trademarks
in its own name and at its expense with the relevant institutions for at most 40
(forty) countries in which INTER PARFUMS effectively intends to distribute the
Products. It is understood that the terms and conditions of this Agreement shall
apply to the new trademark thus created.
11.6 If it becomes necessary to file an application for the LACROIX Trademark in
any country where the Trademark is not currently registered, LACROIX shall file
the Trademark application in
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order to allow INTER PARFUMS to distribute the Products in accordance with local
rules and regulations.
11.7 LACROIX shall use its best efforts, if it deems necessary, and insofar as
the possibilities provided by local rules and regulations allow, to combat any
infringing registration of the Trademarks, any passing-off of the Products and
any unlawful use of the Trademarks by third parties in the same field as that of
the Products. LACROIX shall act in consultation with INTER PARFUMS who, for its
part, shall be obliged to provide LACROIX with all possible assistance.
11.8 INTER PARFUMS shall keep LACROIX informed of any infringement and more
generally of any violation of the Trademarks or of any other of LACROIX's
intellectual property rights in the Products which may come to its knowledge.
LACROIX shall take whatever measures it deems appropriate.
11.9 If, for any reason, LACROIX considers it unnecessary to bring any action,
LACROIX shall notify INTER PARFUMS, who shall then be entitled to enforce
LACROIX's rights at its own expense. INTER PARFUMS shall use its best efforts,
under close supervision of LACROIX, to defend LACROIX's rights as best it can,
insofar as local laws and regulations authorise as much. INTER PARFUMS shall
seek the prior consent of LACROIX before taking any action and, in particular,
before making any statements or passing on any information.
11.10 In the countries listed in Exhibit 1 of this Agreement, where the
Trademark applications have not yet been registered, LACROIX shall complete the
registration procedures. However, LACROIX cannot be held liable in any way for
any application being rejected. LACROIX further undertakes to use its best
efforts to renew, at its expense, the registrations of the trademarks listed in
Exhibit 1 throughout the entire term of this Agreement.
11.11 Should any legal or other obstacles impede trademark applications in any
country where the said application would be desirable, the Parties hereto shall
use their best efforts to remove the impediment in question or to find an
alternative.
11.12 If LACROIX so requests, INTER PARFUMS shall do its best to support the
filing of applications and applications for renewal of the Trademarks, in
particular by furnishing all necessary information, by making all necessary
statements and by forwarding all necessary documents.
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11.13 LACROIX hereby consents to INTER PARFUMS being registered, at INTER
PARFUMS' expense, as a "Registered User" of the Products in the countries where
such registrations are recommended or required by law.
11.14 The Parties may, where applicable, decide to protect the Product bottles
and/or boxes by registering a design, such design being registered exclusively
in the name of and at the expense of LACROIX.
ARTICLE 12: PRIOR TERMINATION
12.1 This Agreement may be terminated as of right and without prior notice by
either of the Parties hereto:
a) in the event of either Party becoming insolvent, filing for
bankruptcy, or going into receivership;
b) in the event of either Party ceasing trading for any reason
whatsoever.
12.2 This Agreement shall also be terminated under the following circumstances
after serving official notice without advance warning:
a) in the event of failings seriously affecting the rights of either
Party to this Agreement and if such failings are not remedied
within 30 (thirty) days of a reminder being sent by the other
Party,
b) in the event of breach by INTER PARFUMS of its obligations to
make payments in full of the sums owing pursuant to Article 6,
within 8 (eight) days of notice being sent by recorded delivery
mail.
12.3 Notice of termination and reminder letters shall be sent by recorded
delivery mail.
12.4 If either of the Parties considers the other Party's grounds for
terminating the Agreement are unjustified or unfounded, it may submit the
termination claim to the courts of law.
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ARTICLE 13: EFFECTS OF TERMINATION - OBLIGATIONS OF THE PARTIES
13.1 The termination of this Agreement further to the occurrence of one of the
events listed in Article 12 above in no way releases the Parties from their
obligations hereunder or from the obligations applicable subsequent to the
discharge hereof. If LACROIX is induced to terminate the Agreement because of
what is deemed a serious failing under the Agreement by INTER PARFUMS, all of
the unpaid royalties shall become due immediately.
13.2 At the Expiration Date of this Agreement, INTER PARFUMS shall cease
forthwith all use of the Trademarks and remove all mention of the said
Trademarks from its business documents, invoices, letterheads, advertising, etc.
INTER PARFUMS shall also cease to refer to LACROIX, to the Trademarks, and to
its past collaboration with LACROIX as a business partner or licensee and shall
bear sole responsibility with regard to its sub-licensees.
13.3 Disposal of stock
13.3.1 INTER PARFUMS shall be entitled to commercialise such Products as were
already manufactured or in the process of manufacture at the Expiration
Date of the Agreement for 6 (six) months after the term hereof. INTER
PARFUMS shall send to LACROIX within 15 (fifteen) days as from the
Expiration Date of the Agreement a statement of stocks of the Product
remaining to be disposed of, it being specified that the said stocks
shall not be of a greater volume than the sales of the Products over a
6 (six) month period. The said volume shall be calculated on the basis
of mean output recorded during the 6 (six) months preceding the
expiration of the Agreement. The remainder of the Products shall be
disposed of within 6 (six) months after the expiration of the
Agreement, in accordance with the contractual terms of sale and via the
sales networks previously used or similar networks. INTER PARFUMS shall
draw up a statement of sales thus made at the earliest 6 (six) months
after the Agreement has expired and shall pay the corresponding
royalties to LACROIX, excluding any sales made to LACROIX at cost
price. INTER PARFUMS undertakes to return at cost price the advertising
material in stock at the date the Agreement expires.
13.3.2 If at the end of the 6 (six) month period, INTER PARFUMS has not
disposed of all its stock, the Parties agree as follows:
o LACROIX may, at its option alone, decide whether or not to
purchase at cost price those Products not sold by INTER PARFUMS.
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o If the unsold Products are not bought back from INTER PARFUMS,
the Parties shall seek an amicable solution in their common
interest.
13.3.3 LACROIX may purchase the moulds for the Products from INTER PARFUMS for
a price corresponding to their net book value at the date the Agreement
expires.
ARTICLE 14: LIABILITY
14.1 LACROIX warrants that is has no knowledge of any circumstances that would
prevent the Products from being commercialised in the countries named by it in
Exhibit 1, for which Trademarks have already been registered. The Parties shall,
however, agree as to the way to proceed for each country prior to delivery of
the Products.
14.2 In the event of new circumstances arising after the execution hereof of a
nature liable to restrict in a substantial way the rights granted to INTER
PARFUMS to use the Trademark in any major country of the Territory, the Parties
to the Agreement shall negotiate a revision of the royalty payments.
14.3 INTER PARFUMS declares that it has taken out insurance covering the risks
of civil liability towards third parties for injury and/or damage in connection
with defects in the design, manufacture, storage, packaging, transport and sale
of the Products. INTER PARFUMS shall bear sole liability in any proceedings
brought by third parties on the basis of such claims.
ARTICLE 15: WARRANTY - OPERATING LOSSES
15.1 INTER PARFUMS undertakes to subscribe a comprehensive insurance policy to
cover any operating losses it may incur through incapacity to continue its
activity as a result of damage, loss, accident or any other reason beyond its
control. INTER PARFUMS shall provide evidence of such to LACROIX upon request.
The insurance policy thus subscribed shall allow INTER PARFUMS, in the event of
a claim, to pay royalties to LACROIX corresponding to the minimum guaranteed
amounts as set in Article 6.4. The risks covered by the said policy shall not be
considered as instances of force majeure.
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ARTICLE 16: CONFIDENTIALITY
Each of the Parties hereto undertakes to maintain the confidentiality of all
business information relating to the other Party which may come to its knowledge
during the performance of this Agreement and, in particular, to keep the
commercial and professional secrets of the other Party. This obligation of
confidentiality shall survive the discharge of the Agreement.
ARTICLE 17: ASSIGNMENT OF THE AGREEMENT
16.1 The Parties expressly agree that a simple change of majority shareholder or
a change of control of either of the Parties shall not warrant early termination
of this Agreement by the other Party.
16.2 Notwithstanding the provisions of paragraph 17.1 hereof, neither of the
Parties is authorised to transfer or assign in part or in full its rights or
obligations hereunder to any third party. Moreover, INTER PARFUMS undertakes not
to assign total or partial sub-licences for its rights acquired hereunder.
ARTICLE 18: MODIFICATION OF THE AGREEMENT
18.1 Any exemption or supplementary covenant or any rider to this Agreement
shall necessarily be drawn up in writing and executed by the Parties and
appended hereto. Any modification on this basis shall be restricted to the
specific point for which it is agreed.
18.2 If either of the Parties is unable to honour its undertakings under this
Agreement, it shall notify the other Party of such so that they can mutually
agree to amend the Agreement in their common interest.
18.3 If one or more clauses of this Agreement should prove to be void, this
shall in no way affect the validity of the other provisions of the Agreement nor
the validity of the Agreement as a whole. Likewise if this Agreement were to
prove incomplete. The clause to be deleted or which is missing shall be replaced
by a legally valid provision consistent with the subject matter of this
Agreement.
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ARTICLE 19: MISCELLANEOUS
19.1 LACROIX's failure at any time to require that INTER PARFUMS perform its
obligations in full, or to exercise any right acknowledged hereunder shall under
no circumstances be interpreted as a waiver by LACROIX of its right to require
INTER PARFUMS to perform the obligation in question.
19.2 All taxes and duties that may be due as a result of this licence and the
payment of royalties shall be borne by INTER PARFUMS who undertakes to pay them
in good time and to fulfil any tax formalities deriving from this Agreement.
19.3 Expenses relating to administrative formalities for the registration of
this licence with the competent authorities shall be borne by INTER PARFUMS, who
undertakes to pay them.
ARTICLE 20: GOVERNING LAW - ATTRIBUTION OF JURISDICTION
20.1 This Agreement is governed by the laws of France.
20.2 In the event of any dispute arising from the construction, performance or
consequences of this Agreement, the Parties undertake to use their best efforts
to seek an amicable solution.
20.3 If the Parties cannot be reconciled, any dispute shall be brought before
the exclusive jurisdiction of the Courts of Law of Paris.
Done in Paris this eighteenth day of March, in the year nineteen hundred and
ninety-nine.
In two originals
Xxxxxxxxx Xxxxxxx Inter Parfums
/s/Xxxxx Xxxx /s/ Xxxxxxxx Xxxxxxx
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