EXHIBIT 10.1
LICENSE AGREEMENT
This Agreement made and entered into as of this 30th day of June, 1996,
by and between XXXX XXXXXXX, a citizen of the United States (hereinafter
"Licensor"), and ENDLESS YOUTH PRODUCTS, INC., a Nevada corporation
(hereinafter "Licensee").
WHEREAS, Licensor is the owner of certain Proprietary Rights (as
hereinafter defined); and
WHEREAS, Licensor wishes to grant to Licensee and Licensee wishes to
acquire certain rights and licenses in connection with the Proprietary Rights;
NOW, THEREFORE, in consideration of the mutual covenants,
obligations and undertakings set forth hereinafter, the parties do hereby
agree as follows:
1. DEFINITIONS.
1.1 The term "Marks" shall mean the designations set forth on
the attached Exhibit "A", as may be amended from time to time upon mutual
agreement by the parties.
1.2 The term "Proprietary Rights" shall mean any and all
applications and registrations secured and to be secured for the Marks; the
good will associated therewith; and any and all other rights and privileges
provided under the trademark, unfair competition and other laws of the United
States, the individual states thereof and jurisdictions foreign thereto with
respect to the Marks.
1.3 The term "Licensed Goods/Services" shall mean those goods
and services set forth on attached Exhibit "B", as may be amended from time
to time upon mutual agreement by the parties.
1.4 The term "Territory" shall mean the entire world.
2. GRANT.
2.1 Licensor hereby grants to Licensee and Licensee hereby
accepts a license during the Term (as defined below) solely to use the marks
under the proprietary rights in connection with the provision of licenses
goods/services all in accordance with the terms and provisions of this
Agreement.
2.2 During the Term, Licensor reserves to itself, its agents,
affiliates, distributors, representatives, licensees, franchisees and
customers and their successors and assigns. The right to use the marks for
any and all purposes not inconsistent with Licencee's rights provided herein.
2.3 No trademark other than the marks shall be used or shall be
affixed by Licensee to any of the licensed goods/services without the prior
written consent of Licensor which consent may be granted or withheld by
Licensor in the exercise of its good faith subjective discretion.
3. ROYALTIES.
3.1 Upon execution hereof by Licensee, Licensee shall pay to
Licensor the sum of $10.00.
3.2 As additional consideration for the rights granted by
Licensor to Licensee hereunder, Licensee shall pay to Licensor three percent
(3%) of Licensee's gross sales for each monthly period at the times and in
the manner hereinafter set forth. In connection therewith, Licensee
guarantees Licensor a minimum royalty in the amount of $50,000 per year
during the Term which shall be due and payable each year on the anniversary
date of this Agreement. In addition, Licensee shall reimburse Licensor for
its ongoing expenses incurred in connection with maintaining current and
effective registrations of the Marks. In the event Licensor consents to the
grant by
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Licensee of any sublicense or similar arrangement by which Licensee's revenue
is dependent on a percentage or minimum fee arrangement with another party,
which such sublicense or arrangement must be approved by Licensor (which
approval may be granted or withheld by Licensor in the exercise of its good
faith subjective discretion), the parties agree to share in any gross revenue
and any other revenues generated by such sublicenses or arrangements forty
percent (40%) to Licensor and sixty percent (60%) to Licensee.
3.3 The royalties payable by Licensee to Licensor hereunder
shall be paid monthly in arrears by check drawn on a bank acceptable to
Lessor within twenty-five (25) days after the end of each calender month (or
partial calendar month) during the Term and within twenty-five (25) days
after the date of expiration of termination of this Agreement.
3.4 Licensee shall provide Licensor monthly, simultaneously
with the payment of the royalties due Licensor, with a written report in such
detail as Licensor shall reasonably request disclosing the sources and amount
of Licensee's sales during the preceding month and the royalties due with
respect to such sales pursuant to the terms of this Agreement.
4. QUALITY CONTROL.
4.1 The parties acknowledge that the quality of goods/services
provided by Licensee in connection with the Marks is controlled by Licensor.
Licensee shall adhere to the quality control provisions hereunder. In
addition, Licensee shall require its sublicensees to adhere to all of the
terms and conditions of this Agreement, including the quality control
provisions hereunder. Any right of Licensor hereunder shall apply with the
same force and effect with respect to any sublicensee.
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4.2 Upon request by Licensor, Licensee shall immediately submit
to Licensor samples of any and all advertising, marketing, and promotional
materials to be used by Licensee in connection with the provision of Licensed
Goods/Services, for purposes of inspection and approval and to determine if
such materials meet the standards of quality acceptable to Licensor.
4.3 Licensee shall use the Marks on marketing, advertising, and
promotional materials only in the manner of display illustrated in the
attached Exhibit "A" or in a manner of display otherwise approved in writing
by Licensor prior to use by Licensee. Licensor shall have the right to alter
the required manner of display of the Marks by Licensee at any time during
the continuance hereof.
4.4 Licensee shall permit Licensor, at regular business hours,
upon reasonable notice and acting through such agents or representatives as
Licensor may designate, to inspect Licensee's facilities to insure that
Licensed Goods/Services are being rendered in conformity with standards of
quality acceptable to Licensor.
4.5 Licensee shall not use the Marks or any variation thereof
in any advertising or promotional material in a manner which may detract from
or impair the integrity, character, or dignity of the Marks or reflect
unfavorably upon Licensor.
4.6 Should Licensee or one or more of its sublicensees fail to
comply with any one or more of the provisions hereunder, or fail, to the
satisfaction of Licensor, to meet the standards of quality with respect to
Licensed Goods/Services established by Licensor, Licensor shall have the
right to terminate this Agreement in accordance with the provisions of
Section 6.2.1, which termination shall automatically terminate any
sublicenses granted by Licensee.
5. OWNERSHIP.
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5.1 Licensee recognizes and acknowledges the validity of
Licensor's rights in and to the Proprietary Rights and any and all
applications and registrations secured and to be secured therefor, and
Licensee further agrees not to challenge the validity of the Proprietary
Rights, and not to oppose or petition to cancel any applications filed or
registrations received in respect of such rights.
5.2 All rights created by or arising from use of the Marks by
Licensee shall be and remain the sole and exclusive property of Licensor, and
Licensee does hereby waive and renounce any and all claims to such rights.
6. TERM.
6.1 Unless this Agreement is sooner terminated as provided
herein, it shall remain in force throughout an initial period of five (5)
years from the date first stated above and shall be automatically renewed for
an additional five-year period unless either party gives written notice to
the contrary prior to the date of expiration of such initial or subsequent
periods.
6.2 Without prejudice to any other right, Licensor shall have
the right to terminate this Agreement upon written notice to Licensee if:
(a) Licensee shall have committed a breach of any
obligation on its part hereunder and such breach shall remain
uncured for thirty (30) days after notice of such breach to
Licensee; or
(b) Licensee becomes insolvent, assigns for the benefit of
creditors or is subject to any bankruptcy or receivership
proceedings.
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6.3 Termination of this Agreement for any reason shall be
without prejudice to any rights of either party against the other which may
have accrued before the date of such termination.
6.4 After termination of this Agreement, Licensee shall have no
further express authorization or consent from Licensor to advertise, market,
promote or provide License Goods/Services or any other product or service in
connection with the Marks.
6.5 Termination of the rights and licenses granted herein to
Licensee shall automatically terminate any sublicenses created by Licensee.
7. MISCELLANEOUS.
7.1 RELATIONSHIP OF THE PARTIES. Nothing in this Agreement
shall be construed to place the parties in the relationship of partners,
joint venturers or agents. Neither Licensee nor Licensor shall have the power
to obligate or bind the other in any manner whatsoever. Licensor in no way
represents itself as guarantor of the quality of any product or service
manufactured, marketed, provided or sold by Licensee.
7.2 NOTICE. Any communication or notice relating to this
Agreement shall be in writing and shall be given by sending the same by
confirmed facsimile transmission, in pre-paid certified mail, or by
delivering the same by hand at the address of the receiving party as given
hereinafter, and any notice so given shall be deemed to have been served
three (3) days after it has been deposited in the U.S. mail, or as the case
may be, at the time it is delivered by facsimile transmission or by hand:
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If to Licensor:
Xxxx Xxxxxxx
c/x Xxxxxx Blaikie
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, XX 00000
If to Licensee:
Endless Youth Products, Inc.
0000 Xxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
7.3 INTEGRATION. This Agreement supersedes and cancels any and
all previous agreements and understandings between the parties pertaining to
the subject matter hereof, and this instrument comprises the complete and
final expression of the rights, obligations, duties and undertakings of the
parties and sets forth all consideration, covenants, understandings and
inducements pertaining hereto. This Agreement may be modified only in a
writing signed by the duly authorized representatives of both parties.
7.4 APPLICABLE LAW. Construction and performance of this
Agreement shall be governed by the laws of the State of Nevada.
7.5 ASSIGNABILITY. This Agreement and all rights, duties,
obligations, and undertakings shall be binding upon and inure to the benefit
of the successors and assigns of the parties; provided, however, that this
Agreement and all rights, duties, obligations and undertakings set forth
herein are personal to Licensee, whereby Licensee shall not assign or
otherwise transfer, including by way of sublicense, any of such rights,
duties, obligations or undertakings to any third parties without the prior
written consent of Licensor, and any attempt at such assignment or transfer
without such prior consent shall be without effect.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by the authorized representatives.
Dated: 6/30/96 Licensor:
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/s/ Xxxx Xxxxxxx
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XXXX XXXXXXX
Dated: 6/30/96 Licensee:
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ENDLESS YOUTH PRODUCTS, INC.
By /s/ Xxxx Xxxxxxx
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Its: Chief Executive Officer
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EXHIBIT A
MARKS
ENDLESS YOUTH
POWER CERTIFIED
ANTI-AGING FORMULATION
LIFE IS SUBHERB
YOUR HEALTH IS OUR WORLD
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