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EXHIBIT 10.60
March 25, 1997
Xx. Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx Ltd.
0000 Xxx Xxxxx
X.X. Xxx 0000
Xxxxxxxxx, XX 00000
Dear Xxxxxx:
This letter is to serve as the agreement under which Xxxxxx Xxxxxxx Ltd.
("Xxxxxxx") renders services as an independent consultant to Conso Products
Company ("CONSO"). The term of this agreement under the following terms and
conditions shall be from January 1, 1997, through December 31, 1998.
1. Xxxxxxx'x duties under this agreement are to provide design and design
support services for future products of CONSO as requested by CONSO,
including the design styling of trimmings to be sold either as stock
products under CONSO's Imperial name or as "private label" collections
under the name of another company.
2. CONSO shall have full right, title, and interest in and to all designs
produced by Xxxxxxx hereunder. During the term of this agreement,
Xxxxxxx shall render design and design support services related to
trimmings and narrow width fabrics only for Conso and no other
decorative trimmings manufacturer. CONSO may use the services of other
independent designers only after first contacting Xxxxxxx and Xxxxxxx
prefers not to develop the styles requested by Conso. CONSO shall have
the right to apply for and to secure, in the name of Conso Products
Company, copyrights on all designs produced by Xxxxxxx hereunder and
Xxxxxxx will cooperate with CONSO to the extent required in obtaining
such copyrights. Conso acknowledges that the name "Xxxxxx Xxxxxxx" and
variations thereof are registered trademarks and that any symbol or
logo incorporating the trademarked names constitute Xxxxxxx'x
trademarks. Conso is granted a license to use the names in connection
with its decorative trimmings and narrow width fabrics contingent on
control and approval of the nature and quality of the products by
Xxxxxxx. The license to use the names extends only for the term of
Conso's authority to manufacture and sell products under this Agreement
and applies only to products designed by Xxxxxxx to which its name is
identified. Conso acknowledges and agrees that any use of the
trademarked names inures to the benefit of Xxxxxxx.
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3. Xxxxxxx'x work, under this agreement, shall be performed at the
location of its choosing. Xxxxxxx agrees to spend all the time
necessary at CONSO's production site, attend all necessary management,
marketing and design meetings, and market, in which event CONSO shall
reimburse Xxxxxxx for reasonable travel, lodging, and subsistence
expenses upon presentation of itemized statements for such expenses,
together with vouchers and receipts therefore. CONSO's travel policies
include $ .26 per mile for auto travel from Charlotte, N.C., and coach
air travel. Xxxxxxx shall also be reimbursed for all telephone toll
charges incurred in rendering services under this agreement.
4. CONSO shall pay to Xxxxxxx royalty fees based on the following services
by Xxxxxxx:
- A 5% fee shall be paid on the net sales of all trimmings
designed for and included in "private label" collections
produced for other companies (such as Kravet) for as long as
these stylings are sold by CONSO.
- A 3% fee shall be paid on the net sales of all trimmings
designed for and included in the Imperial Collection of
Decorative Trimmings, and any other stylings of trimmings
designed by Xxxxxxx and sold under the CONSO label, for as
long as these stylings are sold by CONSO.
5. Xxxxxxx shall have design and content input on sample books, cards,
boxes or other sales presentation materials which include the use of
his name. CONSO shall have the ultimate right to decide which
trimmings, lines, styles, colors and sample presentations shall be used
for sales. CONSO also has the right to establish all sales prices for
all products designed or colored by Xxxxxxx.
6. CONSO shall have the right to produce all trimmings and use any colors
presented by Xxxxxxx for CONSO as long as CONSO compensates Xxxxxxx in
accordance with this agreement.
7. The term of this agreement shall be for two (2) years from January 1,
1997 through December 31, 1998. In the event that, during such term,
Xxxxxx Xxxxxxx should become incapacitated to render services required
hereunder or the agreement is not renewed on January 1, 1999, CONSO
shall continue to pay royalties to Xxxxxxx, as specified in Section 4.
8. Neither Xxxxxxx nor any employee of Xxxxxxx shall act as an agent of
CONSO, nor be deemed to be an employee of CONSO for the purpose of any
employee benefit program or otherwise, and Xxxxxxx shall be deemed to
be an independent contractor to CONSO. Further, CONSO shall have no
obligation to withhold any taxes, social security, or other sums from
any payments due to Xxxxxxx hereunder. In addition, Xxxxxxx shall not
enter into any agreement or incur any obligation on behalf of CONSO, or
commit CONSO in any manner.
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9. The term "Designs" shall mean all styles of trimmings or colors
designed by Xxxxxxx and the production of such designs shall be
credited to Xxxxxxx for royalty purposes.
10. The design of any line of trimmings sold under the CONSO label (such as
the Imperial Collection) will be attributed to Xxxxxxx by either
mention on the label or placard associated with the display of any such
design if requested by Xxxxxxx. Any such label or placard will be
designed by Xxxxxxx or at his direction and shall be placed upon all
samples of trimmings or placards displaying such trimmings at CONSO's
expense. CONSO shall have final approval as to the type, size, and cost
of reproduction of any such label or placard. In the case of designs
for "private label" companies, the designation of Xxxxxxx as the
designer shall be mutually agreed upon by Xxxxxxx and the "private
label" company on a case by case basis. Xxxxxxx shall have the option
of designing stylings for a "private label"company if they do not come
to an agreement as to credit for Xxxxxxx.
11. Any proposals for advertisements displaying the line of trimmings
designed by Xxxxxxx and sold under the CONSO label shall be submitted
to Xxxxxxx for approval, which will not be unreasonably withheld.
Should Xxxxxxx fail to notify Conso Products Company or its marketing
agency that said proposals are unsatisfactory, within twenty (20) days
of receipt by Xxxxxxx, Xxxxxxx will be deemed to have consented to said
proposal.
12. This agreement shall be governed and construed in accordance with the
laws of the State of North Carolina.
This the 25th day of March, 1997.
CONSO PRODUCTS COMPANY
By: /s/ Xxxxx Xxxxxxxxxxx, Xx.
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President
XXXXXX XXXXXXX LTD.
By: /s/ Xxxxxx Xxxxxxx
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President
