EXHIBIT 10.8
AGREEMENT
This AGREEMENT made this 4th date of May, 1993 between ▇▇▇▇▇▇ ▇▇▇▇▇, a
U.S. citizen residing at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇.
(hereinafter ▇▇▇▇▇) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ a/k/a ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇, a
British citizen of ▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇
(hereinafter ▇▇▇▇▇▇):
WHEREAS, ▇▇▇▇▇▇ is the sole record owner of the trademark ASHTON in the
United Kingdom and U.K. Registration B1387769 in International Class 34, dated
December 19, 1988 for the trademark ASHTON; and
WHEREAS, ▇▇▇▇▇ and ▇▇▇▇▇▇ are record co-owners of the ASHTON trademark
in the U.S. and U.S. Trademark Registration 1,376,628 in Class 34 dated
December 24, 1985; and
WHEREAS, ▇▇▇▇▇ and ▇▇▇▇▇▇ are co-owners and co-applicants for the
registration of the trademark ASHTON in the following countries:
France, Serial No. 92/438 138 filed October 5, 1992;
Japan, Serial No. 299070/92 filed October 9, 1992;
Benelux, Serial No. 786591 filed October 1, 1992; and
WHEREAS, ▇▇▇▇▇ wishes to obtain sole and complete title to the
above-mentioned ASHTON trademark, trademark registrations and applications; and
WHEREAS, ▇▇▇▇▇▇ is desirous of transferring ▇▇▇▇▇▇'▇ rights in and to
the above registrations and applications to ▇▇▇▇▇ as well as any other rights
which ▇▇▇▇▇▇ may have in the ASHTON trademark anywhere in the world which ▇▇▇▇▇▇
may presently own but not listed above;
NOW THEREFORE in consideration a one time payment of U.S. ninety
thousand dollars to be paid to ▇▇▇▇▇▇ for transfer of said rights to ▇▇▇▇▇;
NOW THEREFORE ▇▇▇▇▇▇ hereby transfers, assigns and sells ▇▇▇▇▇▇'▇
rights to the trademark ASHTON to ▇▇▇▇▇ of the trademark registrations and
applications signed above, and any and all other worldwide trademark rights of
any kind whatsoever which ▇▇▇▇▇▇ may have in any country of the world for the
trademark ASHTON, subject to the provisions hereinafter set forth.
In furtherance thereof ▇▇▇▇▇▇ agrees to execute any formal papers
necessary in any particular country to transfer any record title from ▇▇▇▇▇▇ to
▇▇▇▇▇ within 90 (Ninety) days from the date of the AGREEMENT.
▇▇▇▇▇▇ shall be paid the full consideration stated above within 90
(Ninety) days from the date of this AGREEMENT.
If after the signing of this AGREEMENT ▇▇▇▇▇ shall desire that the
particular Assignment Agreements for each country should be transferred to a
corporation designated by ▇▇▇▇▇ instead of to ▇▇▇▇▇, ▇▇▇▇▇ shall so notify
▇▇▇▇▇▇ in writing and ▇▇▇▇▇▇ shall assign said rights to said corporation
designated by ▇▇▇▇▇ in place of ▇▇▇▇▇.
▇▇▇▇▇ shall pay ▇▇▇▇▇▇ a royalty of one percent (1%) on all purchases
of cigars bearing the ASHTON trademark sold by ▇▇▇▇▇ during ▇▇▇▇▇▇'▇ lifetime
(or upon ▇▇▇▇▇▇'▇ demise to ▇▇▇▇▇▇'▇ estate) but in no event after January 1,
2000.
▇▇▇▇▇ hereby grants an exclusive worldwide personal license to ▇▇▇▇▇▇
under the trademark ASHTON with regard to "pipes". ▇▇▇▇▇ and/or ▇▇▇▇▇▇ shall
execute any papers necessary to record ▇▇▇▇▇▇ as licensee or registered user
under the laws of a particular country where required.
-2-
Such said personal license with regard to "pipes" shall be considered a
lifetime paid up royalty-free license proposal to ▇▇▇▇▇▇; provided however, that
▇▇▇▇▇▇ shall have the right to transfer ▇▇▇▇▇▇'▇ paid license with regard to
"pipes" to a third party during ▇▇▇▇▇▇'▇ lifetime, upon written notification to
▇▇▇▇▇. If however such transfer by ▇▇▇▇▇▇ shall be prior to January 1, 2000, all
payment of royalties by ▇▇▇▇▇ to ▇▇▇▇▇▇ shall be intentionally terminated as of
the date of said transfer.
▇▇▇▇▇ shall have the right to control the quality of pipes made under
the license to ▇▇▇▇▇▇ and for purposes of this AGREEMENT the standards of
quality presently existing with regard to the manufacturing of ▇▇▇▇▇▇ ▇▇▇▇▇ by
▇▇▇▇▇▇ are deemed of satisfactory quality. Should such quality in the opinion of
▇▇▇▇▇ materially vary from the standard of quality of pipes now manufactured by
▇▇▇▇▇▇, ▇▇▇▇▇ has the right to terminate this exclusive license by 60 (Sixty)
days notice to ▇▇▇▇▇▇.
In this AGREEMENT should ▇▇▇▇▇ designate a corporation to which the
trademark rights are to be assigned said name of said corporation will
effectively take the place of ▇▇▇▇▇ in the wording of this AGREEMENT.
Upon the demise of ▇▇▇▇▇▇, ▇▇▇▇▇ or his assigns owning the ASHTON
trademark, shall pay ▇▇▇▇▇▇'▇ estate a sum equal to five percent (5%) of all
pipe sales under the ASHTON trademark commencing with the date of ▇▇▇▇▇▇'▇
demise.
▇▇▇▇▇ ans ▇▇▇▇▇▇ mutually agree that the provisions and terms of this
AGREEMENT shall be held in confidence by both parties.
▇▇▇▇▇ and ▇▇▇▇▇▇ agree that this AGREEMENT shall be governed by the
laws of the State of Pennsylvania, U.S.A.
In this Agreement should ▇▇▇▇▇ designate a corporation to which the
trademark rights are to be assigned ▇▇▇▇▇ shall procure that the said
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corporation enters into a direct agreement with ▇▇▇▇▇▇ to observe and perform
the terms and conditions undertaken by ▇▇▇▇▇ in this Agreement; further, ▇▇▇▇▇
agrees to compensate ▇▇▇▇▇▇ for any loss incurred as a result of the said
corporation failing to comply with its obligations to ▇▇▇▇▇▇. If the said
corporation is or becomes insolvent it is agreed that ▇▇▇▇▇ shall remain fully
liable to observe and perform the terms and obligations on his part expressed
herein.
There shall be deemed as incorporated in this Agreement the terms of
any and all endorsements attached hereto and signed by both parties.
Notice to the parties shall be as per the following:
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ of America
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
EXECUTED AT ▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ this 4th date of May, 1993.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ a/k/a
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇
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17th APRIL, 1993
AMENDMENTS TO AGEEMENT
----------------------
1) 1% OF ALL PURCHASES OF ASHTON CIGARS TO BE MADE TO ▇▇▇▇ OR HIS ESTATE UNTIL
THE YEAR 2000.
2) ▇▇▇▇ HAS THE RIGHT WITH THE CONTROLLER OF THE ASHTON TRADE ▇▇▇▇ TO TRANSFER
THE LICENSE FOR ▇▇▇▇▇▇ ▇▇▇▇▇ ONLY. IF THIS HAPPENS BEFORE THE YEAR 2000 ALL
PAYMENT OF ROYALTIES WILL CEASE.
3) UPON ▇▇▇▇▇▇▇ ▇▇▇▇▇▇'▇ DEMISE THE CONTROLLING COMPANY OF THE ASHTON TRADE
▇▇▇▇ WILL PROVIDE ▇▇▇▇▇▇'▇ ESTATE WITH 5% OF ALL FUTURE PIPE SALES.
SIGNED: ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
