AGREEMENT
This Agreement ("Agreement") is effective as of May 1, 1997 by and
between California Pro Sports, Inc., having offices at 0000 X Xxxxx Xxxxxxxxxx
Xxxx, Xxxxx, Xxxxx Xxxxxxxx, 00000 ("CalPro") and United Merchandising Corp., a
California corporation having offices at 0000 X. Xx Xxxxxxx Xxxxxxxxx, Xx
Xxxxxxx, Xxxxxxxxxx 00000 ("UMC").
WHEREAS, CalPro has used for several years the trademark "Xxxxxx" and
has developed certain intellectual property rights in connection therewith;
WHEREAS, UMC desires to manufacture and sell certain items of snowboard
apparel to be sold under this trademark;
WHEREAS, CalPro is willing to grant UMC such right to manufacture and
sell, upon the terms and conditions set forth below.
THEREFORE, CalPro and UMC hereby agree as follows:
1. Term
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The initial term of this Agreement shall be from May 1, 1997 through
April 30, 2000.
2. Rights Granted
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CalPro hereby grants to UMC, and UMC accepts, upon the terms and
conditions set forth herein, a non-exclusive, non-transferrable license (with no
right to sublicense) to manufacture or cause to be manufactured snowboarding
apparel which may include shell jackets, shell pants, fleece garments, vests,
parkas, anoraks, socks, insulated pants, sweaters, thermal underwear, kneepads,
wristguards, gloves, hats and other insulated and uninsulated winter garments
bearing the name and/or logo of "Xxxxxx" (collectively the "Licensed Products"),
and to sell such Licensed Products in its retail stores in the United States.
UMC agrees that the xxxx "Xxxxxx" and all designs thereof are the sole property
of CalPro. UMC shall at all times use such marks in a manner which will not
denigrate the goodwill associated with the marks. UMC shall not attempt to
register such marks with any governmental agency or purchase or license the
registration of such marks from any party.
3. Payment for Manufacturing Rights
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In consideration of the right to manufacture and sell the Licensed
Products, during the initial term of this Agreement UMC shall pay to CalPro, in
U.S. dollars, the greater of (i) seven and one-half percent (7 1/2%) of the
F.O.B. Southern California cost to UMC for the manufacture of the apparel or
(ii) $30,000.00 per annum. UMC shall send copies of all invoices for such
apparel to CalPro. UMC shall pay $15,000. to CalPro within five (5) business
days following the execution and delivery (by both parties) of this Agreement.
For each subsequent year during the initial term of this agreement, UMC shall
pay $15,000. to CalPro within the first thirty (30) business days following
receipt by UMC of all Licensed Products for such year of the initial term of
this Agreement.
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Agreement
September 9, 1997 (4)
In consideration of the right to manufacture and sell the Licensed
Products during each of the Option terms of this Agreement UMC shall pay to
CalPro, in U.S. dollars, seven and one-half percent (7 1/2%) of the F.O.B.
Southern California cost to UMC for the manufacture of the apparel. UMC shall
pay to CalPro an amount equal to one-half (1/2) of the total fee for the
previous year within thirty (30) days business days following the commencement
of each such option term, and the balance of all sums due and owing CalPro, for
each year of the option terms of this Agreement shall be paid by UMC within
thirty (30) days following receipt by UMC of all Licensed Products for such year
of the initial term of this Agreement.
4. Option to Extend
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UMC shall have the option to extend this contract for an additional
year. Such option shall be exercised by UMC no later than April 1, 2000, and
shall be null and void if not so exercised.
UMC shall further have the option to extend this contract for a second
additional year. Such option shall be exercised by UMC no later than April 1,
2001, and shall be null and void if not so exercised.
5. Other Goods
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CalPro covenants and agrees that UMC shall have a right of first
refusal to use the name "Xxxxxx" on other snowboarding goods, including
snowboards, boots, bindings and bags. In the event UMC should desire to so use
the Xxxxxx name, UMC shall notify CalPro, and in the event CalPro should desire
to permit the Xxxxxx name to be so used, CalPro shall notify UMC, and the
parties shall negotiate, in good faith, a reasonable payment percentage which
shall be set forth in an amendment to this Agreement.
6. Interpretation and Enforcement
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This Agreement shall be construed in accordance with the laws of the
state of California. In the event any legal action becomes necessary to enforce
or interpret the terms of this Agreement, the parties agree that the such action
will be brought in the state or federal Courts of Los Angeles County, and the
parties hereby submit to the jurisdiction of said courts.
7. Entire Agreement
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This Agreement contains the entire understanding of the parties, and
there are no representations, warranties, promises of undertakings other than
those contained herein. This Agreement supersedes all previous agreements
between the parties hereto. No waiver or
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Agreement
September 9, 1997 (4)
modification of any of the terms or provisions of this Agreement shall be valid
unless contained in a writing signed by the parties.
California Pro Sports, Inc. United Merchandising Corp.
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxx
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Acting President President
By: ______________________________ By: /s/ Xxxx X. Xxxxx
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Secretary
Dated: September 15, 1997 Dated: September 15, 1997
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