WHOLESALE LICENSE AGREEMENT
Exhibit 6.18
THIS WHOLESALE LICENSE AGREEMENT (this
“Agreement”) is made and entered into as of the
12th day
of January, 2017, by and between xxxxx xxxxxxx WorldWide, a
California corporation (“Licensor”), and I|M 1, LLC, a
California limited liability company
(“Licensee”).
WITNESSETH
WHEREAS, Licensor is, and for many years
has been, engaged in the creation, design, development, improvement
and branding of various products and, by virtue of its many years
in the business and the excellence of its branded products,
Licensor has acquired a valuable reputation and good will for
itself and its branded products; and
WHEREAS, Licensor desires to license to
Licensee the xxxx, intellectual property and other rights in
connection with “I|M1”and all trade
names, trademarks and service marks related to such intellectual
property, including any derivatives, modifications and goodwill
associated with the same; and
WHEREAS, Licensee desires to sublicense
the Marks pursuant to license agreements with third parties for the
manufacture, marketing and sale of products utilizing the Marks
(“Sublicense Agreements” or “Sublicense
Agreement”);
AGREEMENT
NOW, THEREFORE, in consideration of the
premises and the mutual agreements herein contained, as well as
other good and valuable consideration to Licensor in connection
herewith and other agreements being entered into concurrently
herewith, the parties hereto agree as follows:
1.
License of Marks.
(a)
Exclusive, Royalty Free Grant of Rights
Pursuant to a Sublicense Agreement. Subject to any
restrictions set forth herein, Licensor hereby grants to Licensee
an exclusive, royalty free right and license to use, assign and
sublicense the Marks anywhere in the world pursuant to a Sublicense
Agreement, and to cause the manufacture, marketing and sale of any
products sold under or otherwise using the Marks to be
manufactured, marketed or sold pursuant to a Sublicense Agreement.
For purposes hereof, “Marks” shall mean all trade
names, trademarks and service marks now used or registered by
Licensor or which Licensor may use or register during the term of
this Agreement in any countries of the world with respect to the
Marks set forth on Exhibit
A, attached hereto and made a part hereof, including any
derivatives, modifications and goodwill associated
therewith.
(b)
No Rights in Licensor’s Other
Intellectual Property. Licensee agrees not to use, assign or
sublicense, during the term of this Agreement or at any time
thereafter, any other trademark, service xxxx, trade or business
name or other intellectual property of Licensor (other than those
included in the Marks).
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(c)
Licensor Approval of Sublicense
Agreements. Prior to entering any Sublicense Agreement
between Licensee and any other party for the sublicense, assignment
or transfer of any rights to the Marks, Licensee must obtain the
written consent of Licensor to such Sublicense Agreement, which may
be withheld at Licensor’s sole discretion.
(d)
Jurisdiction Registrations. Each party
shall have the right anywhere in the world to file and prosecute to
issuance at its own expense applications for letters patent or
registrations of trade names, trademarks or service marks relating
to the Marks, but in any such event the application or registration
shall be in the name of Licensor and Licensor shall be the sole
owner of any such letters patent, trade names, trademarks or
service marks, subject only to the terms of this Agreement;
provided, however, that before taking any action under this
subparagraph, Licensee shall notify Licensor of its intention to do
so, and Licensor shall have the right within sixty days after such
notice at its own expense to take such action or any other action
it deems necessary or which may be lawfully available, in which
event Licensee shall not proceed to take the proposed action set
forth in its notice. Each party will keep the other fully informed
of its activities with respect to the filing of patent applications
or registering trade names, trademarks or service marks in
connection with the Products. In the event that Licensor determines
not to take necessary measures to maintain any such letters patent,
trademarks, service marks or trade names, Licensor shall notify
Licensee of such determination in writing and, thereafter, Licensee
shall have the right, at its own expense, to take any such measures
as may by it be deemed advisable to maintain such coverage;
provided, however, that Licensee shall not thereafter be obligated
to maintain such coverage.
2.
Sales
Promotion; Brand Development.
Licensee agrees at
all times to use efforts reasonably consistent with its resources
to promote and develop the sale of the products under any
Sublicense Agreements. Licensee will work diligently to conduct
market research and design support and to develop a merchandise
strategy and business plan for the Brand development representing
the Marks.
3.
Duration and Termination.
(a)
10 year-term. This Agreement shall be
effective as of the date first written above and remain in force
and effect until the tenth anniversary of the date first written
above, unless earlier terminated as hereinafter
provided.
(b)
Termination Events. Licensor shall have
the right to immediately terminate this Agreement by notice of
termination to the Licensee upon any of the following, unless
Licensor consents to such action or event: (i) Licensee terminates
or removes any officers or appoints additional officers, (ii) if
Level Brands, Inc. (“Level”) ceases to be the Manager
of Licensee and any new Manager is appointed without
Licensor’s approval, or (iii) if Level competes with, or
invests in businesses that competes with Licensee.
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(c)
Mutual Consent. This Agreement may be
terminated at any time by mutual consent of both
parties.
(d)
Bankruptcy. In the event of
governmental expropriation of a substantial portion of the business
of either party or in the event of an appointment of a receiver,
trustee, liquidator, assignee, custodian, sequestrator or the like
of either party hereto or of a substantial part of such
party’s property or in the event that either party hereto
shall (i) be dissolved or liquidated (except as an incident to
a permitted merger or consolidation), (ii) apply or consent to
the appointment of or the taking of possession by a receiver,
trustee, liquidator, assignee, custodian, sequestrator or the like
of itself or of a substantial part of its property,
(iii) become bankrupt or insolvent, (iv) make a general
assignment for the benefit of creditors, (v) file a petition
in bankruptcy or a petition or answer seeking reorganization with
creditors or to take advantage of any insolvency law or an answer
admitting the material allegations of a petition filed against it
in any bankruptcy, reorganization under any insolvency or similar
law; then and upon the occurrence of any of such events, this
Agreement may be cancelled and terminated immediately by the other
party by giving notice of termination to the first
party.
(e)
Effect of Termination. No termination
of this Agreement pursuant to any cause whatsoever shall release
either party from liability to the other party with respect to any
payments of monies already accrued, any liabilities arising under
the provisions hereof. Termination of this Agreement shall not
terminate any Sublicense Agreements, which shall terminate in
accordance with their terms.
4.
Assignment.
This
Agreement may not in whole or in part be assigned, voluntarily or
by operation of law, or otherwise transferred to others by either
party without the written consent of the other party.
5.
Governing Law.
This
Agreement shall be governed by and construed and interpreted in all
respects in accordance with the laws of the State of California to
agreements made and to be performed entirely within such State,
including all matters of construction, validity and performance.
Licensee hereby submits to the jurisdiction of the courts of the
State of California and of the United States of
America.
6.
General.
(a)
This Agreement
shall be binding upon the parties hereto, and their respective
successors and assigns.
(b)
This Agreement may
be modified at any time or from time to time only by the written
agreement of both parties.
(c)
The failure of
either party to require performance by the other party of any
provision hereof, or to enforce any remedies it may have against
the other party, shall in no way affect the right thereafter to
enforce this Agreement and require full performance by the other
party. The waiver by either party of any breach of any provision of
this Agreement shall not constitute a waiver of any succeeding
breach of that provision or of any other provision.
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(d)
Neither party
hereto shall, through any affiliated person, corporation,
organization or entity or otherwise, do anything indirectly which
it is prohibited hereunder from doing so directly.
(e)
The parties agree
that Licensee is an independent contractor. Under no circumstances
shall Licensee be considered to be an agent, employee, partner or
representative of Licensor or otherwise attempt to bind
Licensor.
(f)
Except as otherwise
expressly provided herein, if any provisions of this Agreement
shall be adjudicated to be invalid or unenforceable in any action
or proceeding whether in its entirety or in any portion, then such
part shall be deemed amended, if possible, or deleted, as the case
may be, from the Agreement in order to render the remainder of the
Agreement and any provision thereof both valid and enforceable. Any
such deletion or amendment shall apply only where the court
rendering the same has jurisdiction.
(g)
This Agreement
cancels and supersedes all previous agreements, written or oral,
between the parties hereto relating to the subject matter hereof
and constitutes the entire agreement between the parties hereto,
and there are no understandings, representations or warranties
expressed or implied not specifically set forth
herein.
(h)
This Agreement may
be executed in any number of counterparts each of which shall be an
original and taken together shall constitute one and the same
instrument.
[signature
page follows]
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IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed by their duly authorized
officers and their corporate seals to be hereunto
affixed.
[CORPORATE
SEAL]
xxxxx xxxxxxx
WorldWide
By:/s/
Xxxxxxx Xxxxxxxxx
Title:President
[CORPORATE
SEAL]
I|M 1, LLC, by its
Manager, Level Brands, Inc.
By:/s/
Xxxxxx X. Xxxxxxxxxx
Xxxxxx
X. Xxxxxxxxxx, CEO
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Exhibit A
●
“I|M1”
o
Serial No.
87-035,341, application by xxxxx xxxxxxx WorldWide.
o
Publication Date
November 16, 2016; Filing Date May 12, 2016.
●
“I’M1”
●
“Ireland
Men”
●
“Ireland Men
One”
●
“I’M”
and “I|M”
●
“Ireland
Meharey”
●
“Intelligent
Millennials”
●
“Intelligent
Moms”
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