EXHIBIT 10.2(i)
TRADEMARK LICENSE AGREEMENT I
This TRADEMARK LICENSE AGREEMENT, dated the 13 day of November, 1995,
by and between XXXX & XXXXXX COMPANY, a Delaware corporation ("Licensor") and
JAZZ PHOTO CORP., a New Jersey corporation ("Licensee").
RECITALS
A. Licensor owns certain trademarks (the "Trademarks") and
the goodwill associated therewith, and certain registrations thereof (the
"Registrations," the Trademarks and Registrations are sometimes together
referred to as the "Marks") used in connection with Licensor's business;
B. Licensee is in the business of marketing, selling and
distributing 35 mm cameras and ancillary and related products, including film
and camera carrying cases, all as more specifically described herein (the
"Products") and
C. Licensee desires to use the Marks in conjunction with the
sale of the Products and Licensor is willing to permit such use, subject to
the terms and conditions hereinafter set forth.
In consideration of the foregoing, the parties agree as follows:
1. GRANT OF LICENSE
1.1 Licensor grants to Licensee an exclusive, non-transferable license
to use the Marks, set forth on Schedule 0.xX, attached hereto and made a part
hereof, in the Territory described below, on and in connection with the
Products, as more specifically set forth on Schedule 0.xX, attached hereto and
made a part hereof, subject to the following terms and conditions:
1.1.1 This license does not include the right to grant any
sublicenses, other than to those production facilities identified pursuant to
Section 3 of this Agreement.
1.1.2 Licensee shall have the right to distribute the
Products bearing the Marks only to entities or through distribution channels
approved in writing by Licensor prior to Licensee entering into any agreement or
understanding, oral or written, for sale or distribution of the Products
consistent with the term of this Agreement. Licensor may withhold its consent
for any reason whatsoever.
1.2 Licensor represents and warrants that it has exclusive
rights to use the Marks on the Products in the Territory.
1.3 Licensee accepts the License granted by Licensor on the terms and
conditions set forth in subsection 1.1 hereof and such other terms and
conditions set forth elsewhere in this Agreement which may otherwise limit
Licensee's free use of the Marks in conjunction with the Products, including
without limitation, those terms and conditions set forth in Sections 4, 5, 6, 7
and S hereof.
2. TERRITORY. This Agreement covers the entire territory described on
Schedule 2 attached hereto and made a part hereof (the "Territory").
3. TERM OF AGREEMENT. This Agreement shall continue in force and
effect until January 15, 1997, unless sooner terminated as provided for
herein.
4. LICENSEE'S OBLIGATIONS
4.1 Licensee acknowledges Licensor's ownership of the Marks throughout
the world and the validity of the Registrations. Licensee agrees not to do
anything inconsistent with such ownership.
4.2 Licensee agrees that any use of the Marks by Licensee shall inure
to the benefit of, and be on behalf of Licensor. Licensee agrees that nothing in
this Agreement shall give Licensee any right, tide or interest in any of the
Marks other than the right to use each of the Marks in accordance with this
Agreement.
4.3 Licensee agrees not to attack the tide of Licensor to any of the
Marks, and not to attack the validity of the Marks, the Registration and this
Agreement.
4.4 Licensee agrees not to use or register in any jurisdiction, a
trademark, service xxxx or trade name that is confusingly similar to the Marks.
4.5 Licensee agrees to cooperate with Licensor for the purposes of
securing or preserving Licensor' s rights in and to the Marks. This subsection
of this Agreement shall survive any termination of this Agreement until all of
the Marks are abandoned in all jurisdictions.
4.6 Licensee agrees to use its best efforts to sell
Products with the Marks. In
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that connection, Licensee agrees during the term of this Agreement not to
market, sell or distribute any other 35 mm cameras with the same or similar
operating features as any of the Products at a price above $25.00.
5. STANDARD OF QUALITY
5.1. Licensee agrees that the nature and quality of all goods sold by
Licensee in connection with the Marks shall conform to standards set by and be
under the control of Licensor. Licensee shall provide Licensor, for Licensor's
approval, a detailed written description of Licensee's product development and
quality control programs or those of the Manufacturer applicable to each of the
Products prior to the manufacture or assembly of the Products, and to any use or
depiction of the Marks in any advertising, promotional or display material or in
any writing.
5.2 Licensee shall have each new Product tested by an independent
testing laboratory approved in writing by Licensor prior to its introduction
into the market. The independent laboratory shall be required to prepare a
report in form and content satisfactory to Licensor which evidences full
compliance with the specifications for the Product previously approved by
Licensor in writing. No modifications may be made to any Product without
Licensor's prior written approval.
5.3 Licensee shall comply with all applicable laws and regulations and
obtain and maintain all appropriate government approvals pertaining to the sale,
distribution and advertising of the Products covered by this Agreement,
including, but not limited to those of the U.S. Consumer Product Safety
Commission.
5.4 Licensee shall provide a written certification on or the last day
of each calendar quarter that the Products manufactured at each Facility meet or
exceed the industry standard and the standards published by Licensee for the
benefit of each Manufacturer. In addition, Licensee shall advise Licensor of any
product recalls or of any unusual or recurring problem with any of the Products
or of any Facility.
6. PRODUCTION FACILITIES. Schedule 6 attached hereto and made a part hereof
contains a list of all approved manufacturers of the Products (the
"Manufacturers") and all production facilities initially to be used to
manufacture the Products (the "Facilities"). Licensee shall advise Licensor in
writing of any changes in the list of Manufacturers and Facilities sixty (60)
days prior to any proposed change and provide a quarterly update to Licensor
within twenty (20) days after the end of each calendar quarter during the term
of this Agreement. Any addition or deletion from the schedule of Manufacturers
must be with the concurrence of Licensor.
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7. MAINTENANCE OF QUALITY
7.1. Licensee agrees to cooperate with Licensor to facilitate
Licensor's control of the nature and quality of the Products, to permit
reasonable inspection of Licensee's operation and the Facilities, and to supply
Licensor with specimens of use of the Marks prior to the Marks being affixed to
any of the Products or used in writing or depiction, including without
limitation, any advertising, promotional or display materials, consumer
operational manuals or service literature.
7.2 All Products shall be sold with not less than a one (1) year
warranty of parts and labor; notwithstanding the foregoing, Licensee agrees to
replace, at no cost or expense to the end user, exclusive of shipping and
handling, any defective cameras returned within two (2) years of actual purchase
by an end user.
7.3 Licensee shall provide to Licensor on a quarterly basis, or more
frequently upon Licensor's request, the warranty and service information for
each of the Products sold, including without limitation, the number of service
calls, average time to make repairs or to provide a replacement product, the
number of repeat callbacks and the number of returns.
7.4 Licensees or another entity or entities designated by Licensee
shall provide parts and service for each of the Products purchased by consumers
during the term of this Agreement and during any renewals hereof and continuing
for a period of three (3) years after the end of the Product model run. Licensee
shall take all reasonable steps to ensure that servicing is performed
courteously, efficiently, in a timely manner and comparable to the services
generally provided on high quality 35 mm cameras. For a period of not less than
three (3) years after termination and as long as inventory parts are available,
Licensee shall (i) continue to service or enter into and maintain agreements
with national, regional or local servicers for the continuous servicing of the
Products and (ii) make provision for the availability of extended warranties to
customers at the point of purchase. In addition, Licensee shall provide an 800
number (or replacement) for service information.
8. MARKETING
8.1 Licensee shall distribute the Products through quality direct mail
catalog companies, such as Service Merchandise, Sears and Hammacher Xxxxxxxxx,
to quality credit card companies, such American Express, MasterCard and Visa and
to major national gasoline companies, such as Amoco and Shell. Distribution of
the Products through any direct mail catalog, credit card or selected retailers
shall be subject to the prior written approval of Licensor, which may be granted
in Licensor's sole discretion.
8.2 From the date hereof through December 1996, Licensee shall expend
not less than $50,000 on advertising, marketing and promotional activities,
exclusive of sales
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allowances. The advertising and marketing of the Products with the Marks shall
be consistent with Licensee's marketing and advertising of other equivalent or
related consumer products. Licensee shall, upon request of Licensor, provide
supporting documentation of such marketing and advertising expenditures.
8.3 Licensee shall recommend pricing or a price range for each of the
Products and for each of the distribution venues, if appropriate, for Licensor's
approval. Licensee agrees not to decrease pricing for any of the Products
without Licensor's prior written approval.
9. ROYALTIES
9.1 Licensee agrees to pay a royalty to Licensor of three percent (3%)
per annum on Gross Revenues, as hereinafter defined, from the sale or
distribution of the Products, net of returns, allowances and discounts (the
"Royalty Payment").
9.2 For purposes of calculating the Royalty Payment, "Gross Revenues"
sales shall mean for all sales permitted under subsection 1.1 of this Agreement,
the price received without regard to discounts, adjustments and allowances,
whether or not usual or customary in the trade.
9.3 Licensee shall provide Licensor with a monthly report of all sales
activity within ten (10) days from the last business day in each month.
9.4 Licensee shall make each Royalty Payment within twenty (20) days
after the end of each calendar quarter, based upon Sales made by Licensee in
such calendar quarter, with a final adjustment within thirty (30) days after the
expiration or earlier termination of this Agreement.
9.5 At the time of each Royalty Payment, Licensee shall provide
Licensor with an audited statement by an independent certified public accounting
firm certifying the number of sales of each of the Products, the Gross Revenues
for each of the Products, the marketing expenditures and the calculation of
Royalty Payments.
9.6 If a Royalty Payment is not made within fifteen (15) days of the
due date described above, the Licensor shall be entitled to interest calculated
from the due date until the date on which payment is received by Licensor, at
one and one half percent (l 1/2%) over the prime rate of interest charged at the
relevant time by a bank that is designated by Licensor.
9.7 Licensee's records shall be retained for three years
after the end of the term to which they pertain. At the request of Licensor
and at a reasonable time and place,
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Licensee shall make these records available to Licensor, including any
independent auditor retained by Licensor.
9.8 Regardless of the reason for termination, Licensee shall be
obligated to pay Licensor a Royalty Payment on the sale of any of the Products
which occurs or has occurred during the term of this Agreement.
10. FORM OF USE. Licensee agrees to use the Marks only in the form and manner
and with appropriate legends as prescribed from time to time by Licensor, and
not to use any other trade names, trademarks or service marks in combination
with the Marks without prior written approval by Licensor. Licensee agrees to
use the registration symbol, (R),with the Marks of the Registrations, and the
legend TM where the Marks are used on any of the Products not covered by issued
Registrations. Licensor agrees to renew existing registrations during the term
of this Agreement.
11. INSURANCE. Licensee agrees to use reasonable efforts to have each of the
manufacturers of the Products bearing the Marks keep in force adequate
commercial general liability insurance, including product liability insurance,
with respect to all the Products bearing the Marks sold by Licensee. Licensee
shall maintain occurrence-based coverage in a combined amount not less than
$2,000,000, with not more than a $50,000 deductible. Licensor shall be named as
an additional insured on all such policies. Licensee shall provide or cause to
be provided to Licensor certificates of insurance evidencing such coverage which
shall not be cancelable without thirty (30) days prior notice to Licensor.
Nothing herein shall limit Licensee's indemnification under Section 13 of this
Agreement.
12. LITIGATION
12.1 Licensee agrees to notify Licensor promptly in writing of any
unauthorized use of the Marks, and any litigation involving the Marks promptly
as such comes to Licensee's attention.
12.2 Licensor shall have the sole right and discretion to bring or
maintain litigation involving the Marks against third parties, and Licensee
agrees to cooperate with Licensor in any such litigation.
12.3 if any litigation involving the Marks results in a monetary
judgment against Licensor or Licensee or Licensor agrees to a settlement prior
to an adjudication of a claim that the Licensor or Licensee infringed another's
rights involving the Marks, then Licensor shall pay all costs, judgments or
settlements of such litigation, unless Licensee's actions in
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violation of subsection 12.1 hereof were the proximate cause of the damages
claimed, in which event Licensee shall bear all costs, judgments or settlements
in connection therewith.
12.4 Licensor shall be entitled to the entire monetary award
in any litigation involving the Marks.
13. INDEMNIFICATION
13.1 Licensor assumes no liability to Licensee or to any third parties
with respect to any of the Products and related services provided or sold by
Licensee pursuant to this Agreement, except Licensor shall indemnify Licensee
for all claims and losses (including the cost of defending such claims and
losses as well as any alleged claims and losses) that may arise from a claim
that any Xxxx infringes another's rights.
13.2 Licensee agrees to indemnify Licensor for any and all claims,
damages, costs, expenses and losses (including the cost of defending such claims
and losses as well as any alleged claims and losses) that may arise from the
manufacture of any of the Products or from any of the Products and services
provided or sold by Licensee or any Distributor, other than arising out of a
claim that any Xxxx infringes another's rights. In addition, Licensee shall, in
the event of Licensee's termination under Section 14.3 hereof, assign its
indemnity rights from each Manufacturer of the Products. This Section 13 of this
Agreement shall survive the termination.
14. TERMINATION
14.1 Licensor may terminate this Agreement, for any reason whatsoever,
at any time, by giving the Licensee not less than thirty (30) days prior written
notice of such election.
14.2 In the event a party to this Agreement breaches any term of this
Agreement and fails to cure the breach within thirty (30) days after receiving
written notice of the breach from the nonbreaching party, the nonbreaching party
may immediately terminate this Agreement by written notice to the breaching
party.
14.3 If Licensee files for bankruptcy, or bankruptcy is filed against
Licensee and not stayed within sixty (60) days, a receiver is appointed or
Licensee transfers all or substantially all of its assets, Licensor shall have
the right to terminate this Agreement immediately.
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EFFECT OF TERMINATION
15.1 Upon termination of this Agreement, other than as provided below,
Licensee agrees to immediately discontinue all use of the Marks and any terms
remotely or confusingly similar thereto, and at the request of the Licensor, to
immediately deliver to Licensor all indicia of the goodwill associated with the
Marks, including without limitation, a list of the names and addresses of all of
the distributors, to cooperate with Licensor in the recording of the termination
of this Agreement with appropriate government offices, and to destroy all
materials bearing the marks, including without limitation, packaging, labels,
containers and signage.
15.2 Upon termination of this Agreement, for any reason whatsoever,
Licensee agrees that all rights in the Marks and the goodwill connected
therewith shall cease and terminate; provided however, if Licensor has
terminated this Agreement pursuant to Section 14.1 hereof, any Products which
are in Licensee's inventory or are covered by an international letter of credit
on the date of termination of this Agreement, may be sold by Licensor for a
period of six (6) months from such date through the distribution channels set
forth in Section 8.1 hereof.
15.3 Licensee shall provide in its contractual relationships with its
distributors that those relationships with respect to the Marks will terminate;
provided however, if Licensor has terminated this Agreement pursuant to Section
14.1 hereof, Licensee may fulfill the terms of any agreement it may have with
direct mail catalog companies, national credit companies or selected retailers,
entered into with Licensor's prior written approval pursuant to Section 1.1.2
hereof.
16. TRANSFERABILITY. This Agreement is not assignable or in any way
transferable by Licensee, without the express prior written approval of
Licensor, which approval may be withheld in Licensor' s sole discretion.
17. BREACHES AND WAIVERS. A waiver of a breach of this Agreement
shall not constitute a waiver of any other breach of this Agreement.
18. RECORDING OF AGREEMENT. Licensee agrees to take all reasonable
steps necessary to record this Agreement with appropriate government offices
and to otherwise implement this Agreement, if Licensor so requests. This
includes executing any documents or supplementary agreements as appropriate
in the relevant jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers as of the date written above. XXXX & XXXXXX
COMPANY JAZZ PHOTO CORP.
Signature:______________________ Signature:
Name:___________________ Name:
Title: Title:
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SCHEDULE 1.1A
Marks
BELL+ XXXXXX
SCHEDULE 1.1B
The Products
Model BF-700 35 MM Fully Automatic(Big View Finder) Model MC-900 35 MM Fully
Automatic(Mini Compact) Model MZ-1OOO 35 MM Mini Power Zoom (Tele-Wide) MODEL
ML-959 35 MM Auto Focus (Computerized) MODEL PZ-850 35-55 MM Power Zoom
(External Selector Panoramic/Normal)
SCHEDULE 2
Territory
United States only
SCHEDULE 6
Production Facilities
Premier Camera - Taiwan
Phototec - Hong Kong
19. INTERPRETATION OF AGREEMENT. This Agreement shall be interpreted according
to the laws of the State of Illinois. If Licensor sues Licensee over this
Agreement, Licensor shall be entitled to attorneys fees, expenses and costs, in
connection with any lawsuit or other legal action. Licensee shall be entitled to
attorney's fees, expenses and costs, in connection with any lawsuit or other
legal action. Licensee hereby waives its right to a jury trial. If any provision
of this Agreement is found by a court of competent jurisdiction to be illegal or
unenforceable, then the court may amend the Agreement in order to carry out the
intentions of parties as expressed in this Agreement. Upon termination, of this
Agreement, this section of the Agreement shall remain binding upon the parties.
20. INTEGRATION. This Agreement constitutes the entire agreement between the
parties regarding this matter and incorporated all prior or contemporaneous oral
or written understandings or agreements between the parties. This Agreement may
be modified only by a document signed by a duly authorized officer of each
party, except that each party may change the address at which it receives
notices under this Agreement (as set forth below) merely by notifying the other
party in writing. Upon termination of this Agreement, this section of this
Agreement shall remain binding upon the parties.
21. NOTICES
Any written notice to Licensor pursuant to this Agreement shall be
addressed as follows:
Xxxx & Xxxxxx Company
0000 Xxx Xxxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000-0000
Attention: Corporate Counsel
Any written notice to Licensee pursuant to this Agreement shall be
addressed as follows:
Jazz Photo Corp.
0000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
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Exhibit 10.2(ii)
AMENDMENT TO
TRADEMARK LICENSE AGREEMENT
THIS AMENDMENT TO TRADEMARK LICENSE AGREEMENT, dated the 9th day of
August, 1996, by and between XXXX & XXXXXX COMPANY, a Delaware corporation
("Licensor") and JAZZ PHOTO CORP., a New Jersey corporation ("Licensee").
WHEREAS, Licensor and Licensee entered into a Trademark License Agreement
dated November 13, 1995 (the "Agreement"), pursuant to which Licensor granted to
Licensee certain rights with respect to Licensor trademarks as therein described
(the "Trademarks") and certain registrations thereof (the "Registrations," the
Trademarks and Registrations are sometimes together referred to as the "Marks")
used in connection with Licensor's business, to be used by Licensee in
connection with its business of marketing, selling and distributing 35 mm
cameras and ancillary and related products, including film and camera carrying
cases, all as more specifically described therein (the "Products") and
WHEREAS, the parties desire to amend the Agreement in the manner and on
the terms and conditions herein described.
In consideration of the foregoing, the parties agree as follows:
1. The term of the Agreement shall be extended from January 16, 1997 to December
31, 2001, unless sooner terminated as provided for herein. The initial year of
the term shall be from November 13, 1995 to December 31, 1996; thereafter, each
year of the term and any renewal period, as herein provided, shall be from
January 1 (commencing January 1, 1997) through the next succeeding December 31.
2. Subject to Paragraph 4 hereof, during the period from January 1, 2000 to
December 31, payments shall be made to Licensor, as follows:
(a) Licensee shall guarantee a minimum payment to Licensor of $300,000 for
the fourth year of the initial term (January 1, 2000 to December 31, 2000).
(b) Licensee shall guarantee a minimum payment to Licensor of $350,000 for
the fifth year of the initial term (January 1,2001 to December 31.2001).
3. The Agreement may be renewed by Licensee for an additional five (5) year
period, upon not less than one year's written notice (prior to January 1, 2001),
so long as Licensee is not in default of any of the provisions contained in the
Agreement, as amended, either at the time of notice or upon the commencement of
the renewal term. Subject to Paragraph 4 hereof, during the renewal period,
Licensee shall guarantee a minimum payment to Licensor of $400,000 for each year
of the renewal term.
4. Notwithstanding Paragraphs 2(a) and (b) and Paragraph 3 above, the actual
payment to be made to Licensor for each year of the term commencing January 1,
2000 (and for each year of the renewal term if Licensee exercises its rights in
accordance herewith) shall be the greater of the minimum payment for that year
and the Royalty Payment to which Licensor would otherwise be entitled under the
Agreement.
5. Paragraph 9.4 of the Agreement is deleted in its entirety and the following
is substituted in its place:
"9.4 Licensee shall make each Royalty Payment within twenty (20) days
after the end of each calendar quarter based upon sales made by Licensee
within such calendar quarter, with a final adjustment within thirty (30)
days after the end of each calendar year or earlier termination of the
Agreement."
6. To the extent there is any general industry increase in the term of warranty,
replacement at no cost, maintenance of parts and service after the end of a
Product model run, continuance of service or a maintenance agreement after
termination of the Agreement, the periods provided in the Agreement shall be
adjusted accordingly.
7. For each year of the term commencing January 1, 1997, Licensee shall expend
such amounts for advertising, marketing and promotional activities as shall be
reasonably determined by Licensee to be appropriate in order to maximize sales
and profitability.
8. Commencing January 1, 1998, Licensee shall maintain occurrence-based coverage
in a combined amount not less than $3,000,000 (increasing to $5,000,000 on
January 1,2001), with not more than a $50,000 deductible.
9. Except as herein provided to the contrary, the terms and conditions contained
in the Agreement shall be incorporated herein by reference and shall continue
unabated and in full force and effect under this Amendment during the initial
term and the renewal term, if any.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers as of the date written above.
XXXX & XXXXXX COMPANY JAZZ PHOTO CORP.
Signature: /s/ X.X. X'Xxxxxxxx Signature: ___________________
------------------- Name: ________________________
Name: X.X. X'Xxxxxxxx Title: _______________________
Title: V.P. - Administration
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Exhibit 10.2(iii)
SECOND
AMENDMENT TO
TRADEMARK LICENSE AGREEMENT
THIS SECOND AMENDMENT TO TRADEMARK LICENSE AGREEMENT, dated as of the 31st
day of March, 1997 by and between XXXX & XXXXXX COMPANY, a Delaware corporation
("Licensor") and JAZZ PHOTO CORP., a New Jersey corporation ("Licensee").
WHEREAS, Licensor and Licensee entered into a Trademark License Agreement
dated November 13, 1995 as amended by an Amendment (the "Amendment") to
Trademark License Agreement dated August 9, 1996 (referred to herein
collectively as the "Agreement"), pursuant to which Licensor granted Licensee
certain rights with respect to Licensor trademarks as therein described (the
"Trademarks") and certain registrations thereof (the "Registrations, the
Trademarks and Registrations are sometimes together referred to as the "Marks")
to be used by Licensee in connection with its business of marketing, selling and
distributing 35mm cameras and ancillary and related products, including film and
camera carrying cases, all as more specifically described therein (the
"Products") and
WHEREAS, the parties desire to further amend the Agreement in the manner
and on the terms and conditions herein described.
In consideration of the foregoing, the parties agree as follows:
1. The term of the Agreement shall be extended from December 31, 2001 to
December 31, 2002 unless sooner terminated as provided for herein.
2. Paragraph 2 of the Amendment is further amended by adding the following
subparagraph (c):
(c) Licensee shall guarantee a minimum payment to Licensor of
$400,000 for the sixth year of the initial term (January 1, 2002 to
December 31, 2002).
3. The date in parenthesis in Paragraph 3 of the Amendment is hereby
deleted.
4. Paragraph 2(c) is added to the Notwithstanding clause in Paragraph 3 of
the Amendment.
5. Schedule 2 to the Agreement is amended to change the Territory to
"Worldwide".
6. Schedule 1.1B to the Agreement is hereby amended as attached hereto
and is hereby incorporated herein by reference.
7. The entities and distribution channels approved for the distribution
and sale of the Products are set forth on Schedule 1.1.2 attached hereto and are
hereby incorporated herein by reference.
8. Schedule 6 to the Agreement is hereby amended as attached hereto and is
hereby incorporated herein by reference.
9. Notwithstanding anything to the contrary contained in the Agreement:
(a) In any year of the initial term or the renewal period under the
Agreement to the extent that Royalty Payments are defined in the Agreement
in the aggregate are less than the minimum guaranteed payment for such
year, Licensee may make a cash payment to Licensor to maintain the license
granted by the Agreement.
(b) In each year of the initial term or the renewal period under the
Agreement in which a minimum guaranteed payment is required to maintain
the license granted hereunder, Licensee shall pay $200,000 to Licensor on
or prior to January 10 of such year as an advance against Royalty Payments
for such year.
(c) Licensor shall be entitled to exercise the right to terminate
the Agreement under Section 14.1 thereof only upon the happening of any of
the following events:
(i) Licensee shall have failed to make payments as Royalty Payments
in any year of the Agreement:
(A) in the minimum guaranteed amounts required hereunder in
respect of Products sold for Gross Revenues earned under the
Agreement, or
(B) which fail to equal or exceed 115% of the Royalty Payments
payable to Licensor with respect to the immediately preceding year
of the Agreement or
(ii) Sales revenues in any year of the Agreement fail to equal or
exceed 115% of gross revenues in the immediately preceding year of the
Agreement, or
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(iii) Licensee fails to maintain a relationship with Xxxx X. Xxxxx,
currently Chief Executive Officer of Licensee and who shall become a
principal consultant to Licensee on April 1,1997, in which Xx. Xxxxx
continues to provide significant services to Licensee in the areas of
product development, marketing and sales.
10. In consideration of the extension and modification of the Agreement
contained in this Second Amendment to the Agreement, Licensee hereby agrees to
sell to Licensor 10,000 shares of Common Stock, par value $0.01 per share, of
Licensee for a purchase price of $0.01 per share or an aggregate purchase price
of $100. Licensee shall promptly deliver a certificate evidencing such shares to
Licensor upon receipt of payment therefor. Transfer of such shares is restricted
under federal and state securities laws and the certificates evidencing such
shares shall bear a restrictive legend to that effect.
11. Except as herein provided to the contrary, the terms and conditions in
the Agreement shall be incorporated herein by reference and shall continue
unabated and in full force and effect under this Second Amendment during the
initial and the renewal term, if any.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of date written above.
XXXX & XXXXXX COMPANY JAZZ PHOTO CORP.
Signature _____________________ Signature: /s/ Xxxx X. Xxxxx
------------------
Name:__________________________ Name: Xxxx X. Xxxxx
Title:_________________________ Title: President
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(iii) Licensee fails to maintain a relationship with Xxxx X.
Xxxxx, currently Chief Executive Officer of Licensee and who shall
become a principal consultant to licensee on April 1, 1997, in which
Xx. Xxxxx continues to provide significant services to Licensee in
the areas of product development, marketing and sales.
10. In consideration of the extension and modification of the Agreement
contained in this Second Amendment to the Agreement, Licensee hereby agrees to
sell to Licensor 10,000 shares of Common Stock, par value $0.01 per share, of
Licensee for a purchase price of $0.01 Per share or an aggregate purchase price
of $100. Licensee shall promptly deliver a certificate evidencing such shares to
Licensor upon receipt of payment therefor. Transfer of such shares is restricted
under federal and state securities laws and the certificates evidencing such
shares shall bear a restrictive legend to that effect.
11. Except as herein provided to the contrary, the terms and conditions in
the Agreement shall be incorporated herein by reference and shall continue
unabated and in full force and effect under this Second Amendment during the
initial and the renewal term, if any.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as or date written above.
XXXX & XXXXXX COMPANY JAZZ PHOTO CORP
Signature /s/ X.X. X'Xxxxxxxx Signature:_______________
-------------------
Name: X.X. X'Xxxxxxxx Title:___________________
---------------------
Title: V.P. Administration Name: ____________________
--------------------
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SCHEDULE 1.1B
The Products
MODEL DESCRIPTION
-----------
SINGLE USE CAMERAS
BH 135 35MM Single Use Daylight Camera For Outdoor
Use, Loaded with 27 Exposure, 400 Speed Film.
BH 150 35MM Single Use Camera With Built-In Flash For Indoor
/Outdoor Use Loaded with 27 Exposure, 400 Speed Film.
BH 160 35MM Single Use Camera With Big View Finder, and Built-In
Flash for Indoor/Outdoor Use, Loaded with 27 Exposure,
400 Speed Film.
BH 170 APS Single Use Camera with Flash for Indoor/ Outdoor
Use, Loaded with 25 Exposure, APS Film.
35MM CAMERAS
BF 608 Kit Big View Finder, Manual 35MM Camera With Built-In
Flash, Color Film and Batteries.
BF 710 35MM, Big View Finder Camera, Auto Load, Auto Flash,
Auto Wind, and Rewind, Red Eye Reduction, DX System.
BF 905 Kit 35MM, Fully Automatic Camera, Big View Finder, Auto
Focus, DX System, Red Eye Reduction, Fill Flash, With
Color Film and Batteries.
NP 960 35MM, Panorama Automatic Camera With LCD Panel, Auto
Flash, Auto Wind and Rewind, Red Eye Reduction, and
Self Timer.
NP 960 D 35MM, Panorama Automatic Camera With LCD Panel, Auto
Flash, Auto Wind, and Rewind, Red Eye Reduction, Self
Timer, and Data Back Feature.
PZ 1000 35MM, Power Zoom/Telewide 35-52MM, Motorized, Self
Timer, Red Eye Reduction, Auto Flash, and DX System.
The Products
Page 2
PZ 2000 Fully Motorized 35MM Camera With 2 to 1 Power
Zoom, Auto Focus, Red Eye Reduction, DX System
Self Timer, Automatic Shut-Off, and LCD
Display.
PZ 3000 Fully Motorized 35MM Camera With 3 to 1 Power Zoom, Auto
Focus, Red Eye Reduction, DX System, Self Timer,
Automatic Shut-Off, and LCD Display.
APS CAMERAS
MD 200 Fixed Focus APS Camera, Auto Flash, and Red Eye
Reduction.
AF 1 Fully Automatic Auto Focus APS Camera, Auto Flash, LCD
Display, Self Timer, Red Eye Reduction.
AF 2 Fully Automatic Auto Focus APS Camera, Auto Flash, LCD
Display, Self Timer, Red Eye Reduction.
AF 7 Fully Automatic Auto Focus APS Camera, Auto Flash, IX
System, LCD Display, Self Timer, and Red Eye Reduction.
ZM 201 2 to 1 APS Zoom Camera, Fully Automatic.
SCHEDULE 1.1.2
Entities and Distribution Channels
Xxxx & Xxxxxx Confirmed Accounts Pending Xxxx & Xxxxxx Accounts
-------------------------------- ------------------------------
Wal*Mart K-Mart
Bradlees Target
Hills Best Buy
Caldors Service Merchandise
Sun TV American Drugs
Fays Drugs X. X.
Xxxxxx Price Costco
Meijers Fingerhut
Xxxx Xxxxx Xxxxx'x
H.S.N Ritz
QVC Fedco
H.H. Xxxxx Xxx'x
Amway Rite Aid Drugs
Nobody Beats the Wiz Xxxx
Witmark
Compu Card
ABC Warehouse
Shopko
Xxxxxx Drugs
Arbor Drugs
Xxx & Hope
Soars Direct Mail
Xxxxxxxxxx Wards Direct
Bennys
