EXHIBIT 10.10(k)
TERMINATION OF LICENSE AGREEMENT
THIS TERMINATION OF LICENSE AGREEMENT ("Agreement") is entered into and
effective as of the 5th day of November, 1997 ("Effective Date"), by and between
BROOKHURST, INC., a California corporation ("LICENSOR"), and I.C. XXXXXX & CO.,
L.P., a Delaware limited partnership ("LICENSEE").
RECITALS
A. LICENSOR and LICENSEE entered into that certain License Agreement dated
August 11, 1994 regarding the use of the xxxx BOSS ("License Agreement").
B. LICENSOR and LICENSEE mutually desire to terminate the License
Agreement effective as of the Effective Date.
NOW, THEREFORE, the parties agree as follows:
1. TERMINATION
The License Agreement is hereby terminated in all respects except as
otherwise provided herein, effective as of the Effective Date.
2. ROYALTIES
On or before 30 days after the Effective Date, LICENSEE shall pay to
LICENSOR 80% (eighty percent) of all royalties earned pursuant to the License
Agreement as of the Effective Date. On or before 90 days after the Effective
Date, Licensee shall pay to Licensor the remaining 20% of all royalties earned
pursuant to the License Agreement. Notwithstanding anything to the contrary
contained in the License Agreement, the sole permitted deduction from Royalties
earned shall be a deduction for bad debts incurred by the Licensee in connection
with the sale of the Licensed Products. LICENSOR shall have the right to audit
the books and records of LICENSEE with respect to all royalties paid under the
License Agreement for a period of six (6) months following the date hereof. If
such audit discloses that payments due to LICENSOR under the License Agreement
exceed the amount of payments actually made to LICENSOR, LICENSEE shall remit
such additional amount to LICENSOR within ten (10) days of notification from
LICENSOR.
3. TERMINATION PROCEDURES
The termination procedures provided in paragraphs 19.a. through 19.c. of
the License Agreement are not applicable to this termination.
4. RELEASE
Notwithstanding anything to the contrary contained in the License
Agreement, LICENSOR and LICENSEE, on behalf of themselves and their respective
subsidiaries, successors and assigns, hereby remises, releases and forever
discharges the other from all attorneys fees, costs, settlement amounts and/or
damages arising out of the lawsuit in the United States District Court for the
Southern District of New York, Hugo Boss Fashions, Inc., et al. v. Brookhurst,
Inc., et al., 00 Xxx. 0000 (XXX) (THK) or any other currently pending lawsuit
anywhere in the world brought by Hugo Boss (or any of its affiliates or
licensees) against LICENSOR, LICENSEE or any of their respective agents,
suppliers or manufacturers. This release does not extend to and shall not be
deemed to release any claim arising out of any conduct other than that
specifically released herein.
IN WITNESS WHEREOF, the parties agree that this Agreement shall take
effect as of the date first written above.
BROOKHURST, INC., a
California corporation
By:/s/ Xxxxxxx Xxx
-------------------------
Xxxxxxx Xxx, President
I.C. XXXXXX & CO., L.P., a
Delaware limited partnership
By: /s/ Xxxxxx X. Xxxxx
-------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman and Co-Chief
Executive Officer
By: /s/ Xxxxxx X. Xxxx
-------------------------
Name: Xxxxxx X. Xxxx
Title: President and Co-Chief
Executive Officer
