EXHIBIT 10.44
[LOGO OF RE/MAX]
RE/MAX APPROVED SUPPLIER LICENSE AGREEMENT
THIS AGREEMENT is entered into by and between RE/MAX International, Inc., a
Colorado corporation whose address is 0000 X. Xxxxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000 (hereinafter referred at as "RE/MAX") and
Xxxxxx.xxx, whose address is 000 Xxxxxxxxxx Xxx, Xxxx Xxxx, XX 00000
(hereinafter referred to as "Supplier").
WHEREAS RE/MAX is in the business of selling RE/MAX real estate franchises
and providing services to its franchisees and other affiliates (hereinafter
"RE/MAX Affiliates") and is the owner of certain registered trademarks, trade
names, service marks, logos and commercial symbols (hereinafter "RE/XXX xxxxx")
which are the exclusive property of RE/MAX; and
WHEREAS Supplier is in the business of manufacturing and/or supplying
goods, and desires to offer for sale and distribution to RE/MAX Affiliates its
goods, which may contain the registered RE/XXX xxxxx, and further desires to
utilize RE/MAX directories, rosters and other member lists and publications for
the purpose of advertising such goods to RE/MAX Affiliates;
NOW, THEREFORE, it is agreed as follows:
1. RE/MAX hereby grants to Supplier, as a RE/MAX Approved Supplier, its
consent to affix or display the RE/XXX xxxxx to the goods of Supplier, to
solicit from RE/MAX Affiliates purchases of such goods bearing the RE/XXX xxxxx
and to display the RE/MAX Approved Supplier logo in all such solicitations. In
order to ensure that the Supplier's goods meet the quality control standards of
RE/MAX and that RE/MAX Affiliates obtain the best possible service, it is agreed
that:
(a) All such goods shall be manufactured in conformity with
all standards and specifications set forth by RE/MAX, and
shall be of high quality and competitively priced;
(b) Any RE/XXX xxxxx affixed to or displayed on Supplier's
goods shall only be affixed or displayed in conformity with
the specifications and standards pertaining to the use of
such marks as from time to time promulgated by RE/MAX; and
(c) Delivery of goods to any RE/MAX Affiliate shall be made
timely and in a manner that is consistent with all other
terms and conditions of any purchase order or other
agreement or arrangement Supplier has with such RE/MAX
Affiliate.
2. Supplier agrees that it will not sell or distribute any of its goods
bearing the RE/XXX xxxxx except to RE/MAX Affiliates who, under contracts with
RE/MAX or its licensees or franchisees, have the right to use or display such
RE/XXX xxxxx in the conduct of their business.
3. Supplier agrees to refund all moneys received for, or to replace at no
charge, any goods sold to a RE/MAX Affiliate which do not conform to or are
otherwise in violation of the standards or specifications established by RE/MAX,
and further agrees to recall and/or destroy or cause to be recalled or
destroyed, at its expense, any such nonconforming goods or materials.
4. In advance of sale or distribution of any of its goods, Supplier shall
furnish to RE/MAX samples of such goods which bear any of the RE/XXX xxxxx. Upon
request of RE/MAX, Supplier shall thereafter correct, change or modify any such
goods which incorrectly or improperly display such RE/XXX xxxxx. Supplier shall
further, upon request, submit to RE/MAX copies of letters, memoranda, notations,
quotes, bids and the like which have been previously submitted to any RE/MAX
Affiliate in connection with the sale or distribution of goods bearing the
RE/XXX xxxxx.
5. Supplier warrants that goods furnished hereunder will be unique, novel
and original and do not infringe upon the trade secrets, patents, copyrights or
other proprietary rights of any third party.
6. As consideration for the rights granted hereunder, Supplier hereby
agrees to pay RE/MAX an initial fee of [*]. Thereafter, on or before January 31
of each year, Supplier shall pay an annual fee as established by RE/MAX.
7. Supplier hereby acknowledges that any and all rights granted under
this agreement shall be nonexclusive and non-divisible and shall not be
transferred or assigned.
8. Supplier agrees that it will not engage in any business that will
directly or indirectly compete with RE/MAX or RE/MAX Affiliates, or enter into
any kind of agreement or arrangement with third parties that will create or tend
to create a conflict of interest with any relationship created herein with
RE/MAX OR RE/MAX Affiliates.
9. It is expressly agreed that ownership, right and title to the RE/XXX
xxxxx shall inure exclusively to, vest automatically in and remain solely and
exclusively the property of RE/MAX. Supplier will not at any time do or cause to
be done, anything that contests or in any way impairs or tends to impair any
part of such ownership, right and title in and to the RE/XXX xxxxx. Supplier
shall not in any manner represent that it has any ownership or other interest in
the RE/XXX xxxxx or in the registrations thereof.
10. Supplier hereby agrees to indemnify and hold harmless RE/MAX from and
against all losses, damages, liabilities, costs and expenses, including
reasonable attorney fees, that result from any claim, action, suit or proceeding
arising from Supplier's breach of this agreement, including any claim or action
by a RE/MAX Affiliate resulting from defects in materials or workmanship of any
goods sold hereunder.
11. Any dispute, controversy or claim which may arise between RE/MAX and
Supplier in connection with any term or the performance of any provision of this
agreement shall be settled by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and judgment on the
award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
12. This agreement shall continue in full force and effect so long as
Supplier complies with all of the terms and conditions hereof. In the event
Supplier breaches any of the provisions of this agreement or defaults on any of
its obligations required to be performed hereunder, this agreement may be
terminated by RE/MAX upon thirty (30) days' prior written notice given to
Supplier. Upon termination of this agreement, Supplier shall cease and desist
from all use of the RE/XXX xxxxx in any way, shall return to RE/MAX all company
lists, rosters or other materials furnished to Supplier in connection with this
agreement, and shall deliver to RE/MAX or its authorized representatives all
goods or other materials still in possession of Supplier that bear any RE/XXX
xxxxx. Supplier's obligations under this paragraph shall survive the termination
or expiration of this agreement.
13. Any notices required or permitted to be given to either party under
this agreement shall be deemed to have been properly served when mailed by
certified mail, postage prepaid, return receipt requested, addressed to the
designated party at the address set forth above.
14. No waiver of any breach of any provision or condition of this
agreement shall constitute a waiver of any subsequent breach of the same or any
other provision or condition of this agreement.
15. This agreement shall be interpreted and performed in accordance with
the laws of the state of Colorado.
IN WITNESS WHEREOF, this agreement has been executed this 5 day of April, 1999.
/s/ [SIGNATURE ILLEGIBLE]^^ RE/MAX INTERNATIONAL, INC.
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SUPPLIER
/s/ Xxxxx Xxxxxxx
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By By
VP of Marketing
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