Exhibit 10.3
Portions of this Exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission. The
omissions have been indicated by asterisks ("*****"), and the omitted text has
been filed separately with the Securities and Exchange Commission.
FIRST AMENDMENT TO THE CONTENT LICENSE, MARKETING AND SALES AGREEMENT
This First Amendment (this "First Amendment") effective as of February 2,
2007 ("First Amendment Effective Date"), by and between Xxxxxxx.xxx, Inc.
("Client") and eFashion Solutions, LLC ("EFS"), hereby amends that certain
Content License, Marketing and Sales Agreement entered into by the parties and
effective as of January 15, 2008 (the "Agreement"). All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Agreement. This First Amendment is hereby incorporated into the Agreement by
reference.
WHEREAS, pursuant to Section 14.5 of the Agreement, the parties wish to
amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein and for other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, Client and EFS agree as follows:
1. Operation of the Playboy Commerce Business. The following shall be added
as Section 1.1(n) of the Agreement:
1.1(n) Client-Requested Merchandise & Creative Services. In the event
Client requests that EFS assist in the production of certain Merchandise
(e.g., customized calendars), EFS will invoice Client, and Client will
reimburse EFS, for such creative services *****
2. Merchandise Supplied to Client and Employees. Section 2.12 of the
Agreement is hereby revised such that employees of Client and EFS shall be
permitted to purchase Merchandise through the Playboy Commerce Business *****.
3. Scene7 Contract. EFS acknowledges that Client is a party to an agreement
with Scene7, Inc. ("Scene7"), executed as of June 28, 2006 (the "Scene7
Agreement"), to license, and receive managed services in connection with,
Scene7's Image Serving software for Flash-based zoom capabilities for use with
Client's commerce websites. *****
4. Miscellaneous.
4.1. No Replacement. Except as expressly set forth herein, no provision
of this First Amendment shall be interpreted to replace or delete any provision
of the Agreement. All provisions of the Agreement, which are not expressly
replaced or deleted by this First Amendment, shall remain in full force and
effect, and shall, where appropriate, apply to the
terms of this First Amendment. For the avoidance of doubt, nothing herein shall
affect in any manner any agreement between the parties other than the Agreement.
4.2. Counterparts. This First Amendment may be executed in any number of
counterparts. Any counterpart may be executed by facsimile, unless notarization
is required under applicable law. All counterparts shall collectively constitute
one and the same agreement.
4.3. Entire Agreement. The terms and conditions contained in this First
Amendment and the Agreement (including the exhibits and/or schedules attached
thereto) constitute the entire agreement between the parties relating to the
subject matter and shall supersede all previous communications between the
parties with respect to the subject matter of this First Amendment.
IN WITNESS WHEREOF, the parties hereto, intending this First Amendment to
be effective as of the First Amendment Effective Date, have caused this First
Amendment to be executed by their respective duly authorized officers.
EFASHION SOLUTIONS, LLC XXXXXXX.XXX, INC.
By: By:
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Name: Name:
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Title: Title:
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Date: Date:
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