EXHIBIT 10.50
Licensing Agent Agreement
This Licensing Agent Agreement (the "Agreement") is entered into
on February 10, 2000 by and between American Champion Marketing Group,
Inc., a Delaware corporation with offices at 0000 Xxx Xxxxxxx, Xxxxx
000, Xxx Xxxx, Xxxxxxxxxx 00000 ("ACMG") and xxxxxxxxx.xxx Corporation,
a California corporation with offices at 000 Xxxxxxxxx Xxxxx, Xxxxx
000, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000.
This Agreement is being entered into with respect to the
following facts:
A. xxxxxxxxx.xxx is the sole owner and has the exclusive right
to license the trademark, brand name, logo, characters, actors
likeness, voice and related properties known as:
i) xxxxxxxxx.xxx
ii)Browser The Bus
iii)Worm
iv)Globe Boy
v) Gator
vi) Sitting Cow
(collectively called the "Properties") based upon the Internet Sites
"sites"
B. xxxxxxxxx.xxx desires to appoint ACMG as its exclusive
agent for purposes of licensing and merchandising the Properties for
use on or in connection with all categories of merchandise products
(e.g., clothing, toys, sporting goods, etc. collectively the
"Products"), and ACMG desires to accept such appointment in accordance
with the terms and conditions set forth in this Agreement.
1. Subject to the provisions set forth below in this
paragraph 1, xxxxxxxxx.xxx hereby appoints ACMG to represent
xxxxxxxxx.xxx as its exclusive agent for purposes of licensing and
merchandising the Properties to third parties for use on and in
connection with the Products throughout the world (the "Territory").
2. Client shall pay ACMG as consideration for the
aforementioned services a monthly retainer of (deleted pursuant to
request for confidential treatment) per month for the term of 6 months
from February 10, 2000 -July 9, 2000. Any expenses related to travel,
client entertainment, telephone, faxing, in accordance with services
being performed in this agreement, shall be discussed with Client in
advance, and payable by Client upon receipt of invoice.
3. ACMG shall submit each proposed licensing
arrangement to xxxxxxxxx.xxx in the form of a term sheet providing
reasonable detail as to the proposed transaction. Xxxxxxxxx.xxx shall
forward to ACMG any proposed changes to terms promptly following
receipt. Based on the terms approved by xxxxxxxxx.xxx, ACMG shall
prepare or have prepared a merchandise license agreement ("License
Agreement") incorporating the agreed terms and such other terms and
conditions as are customary and reasonable. No license Agreement shall
be entered into without xxxxxxxxx.xxx's prior consent. xxxxxxxxx.xxx
shall have approval over the Products and over the material terms of
the License Agreements, which approval shall be exercised in
xxxxxxxxx.xxx's sole discretion. ACMG hereby waives any claim it may
have that xxxxxxxxx.xxx did not exercise its approval rights in good
faith with respect to any proposed License Agreement. xxxxxxxxx.xxx
shall respond to ACMG within twenty-one (21) days with respect to its
approval or disapproval of any proposed License Agreements. All
License Agreements shall be entered into in the name of xxxxxxxxx.xxx,
with ACMG as the exclusive agent, and shall be executed by
xxxxxxxxx.xxx and ACMG.
4. ACMG shall do the following with respect to the
properties:
(a) Provide a strategic plan to xxxxxxxxx.xxx
(b) Seek out, negotiate and present for approval
and execution by xxxxxxxxx.xxx, business opportunities relative to the
merchandising and licensing of the properties.
(c) Monitor and oversee the licensing, promotion
and marketing programs with all existing or hereinafter acquired third
party licensees ("Licensees").
(d) Whenever necessary, conduct personal visits to
Licensees' manufacturing facilities, to ensure conformance with the
quality control provisions of the License Agreements.
(e) Engage in other such activities as the parties
may mutually agree and use its best efforts to maximize revenue
generated from the exploitation of the rights granted hereunder and to
enhance the value and the reputation of the Properties.
(f) appropriate, attend the Consumer Electronics
Show, the Toy Fair, the annual Licensing Show, MAGIC, American Book
Association, House-wares, SHOPA, MIPCOM, MIP and other trade shows to
exhibit and display the Properties.
5. xxxxxxxxx.xxx agrees to reimburse ACMG for all
expenses incurred by ACMG in connection with the licensing and
merchandising of the Products which are pre-approved by xxxxxxxxx.xxx,
including, but not limited to, presentations, press kits, style guides,
art work, design materials, display materials, trade show expenses
specifically related to the Properties (including travel expenses
thereto and promotional materials). Such reimbursement to ACMG shall
be made by xxxxxxxxx.xxx within 30 days from ACMG's submission of
expense relating to the licensing and merchandising of the Properties
and any travel and legal expenses not specifically related thereto and
that it will receive no compensation except as specified in this
paragraph 7 below.
6. As feasible, xxxxxxxxx.xxx will attempt to obtain and
maintain appropriate trademark and copyright protection throughout the
Territory with respect to the products. ACMG shall advise xxxxxxxxx.xxx
in writing of any suspected or known infringement of the Properties.
7. All royalties, fees and revenues from licensee,
distributors and any other parties relating to the Properties in this
agreement shall be remitted directly to xxxxxxxxx.xxx. ALL monies,
excluding advances and guarantees, received by ACMG, xxxxxxxxx.xxx
Corporation or any of its agents or affiliated companies, from the
licensing, merchandising or other disposition of the Products utilizing
the Properties or from any other rights granted hereunder ("Gross
Receipts") shall be applied in the following order and priority:
(a) First, ACMG as the exclusive licensing agent, shall
be entitled to (deleted pursuant to request for
confidential treatment) of the Gross Receipts for
Domestic Licensing (United States). For
International Territories ACMG will receive (deleted
pursuant to request for confidential treatment) of
the Gross Receipts.
(b) Second, ACMG shall be reimbursed any outstanding
amount of expenses described in paragraph 5 above.
(c) Third, all sums remaining after the payment to ACMG
of the sums specified in subparagraphs 8(a) and 8(b)
above shall be paid to xxxxxxxxx.xxx.
(d) Upon the expiration or earlier termination of this
Agreement, ACMG shall (provided the Agreement has not
been terminated for ACMG's fraud, misrepresentation
or other tortuous or illegal conduct) continue to be
entitled to receive the foregoing fee and expenses
with respect to any License Agreements entered into
during the Term for the greater of (i) the actual
Term of each such License Agreement; or (ii) six (6)
months from the date of commencement of each such
License Agreement; provided ACMG continues to service
such License Agreements as provided in paragraph 4
above.
10. "Key Representative". It is hereby acknowledged that
xxxxxxxxx.xxx is a prior client from Xxx Xxxxxxxx and
at such a time as Xx. Xxxxxxxx may no longer be with
ACMG, xxxxxxxxx.xxx shall have the right to terminate
it's Agreement with ACMG, xxxxxxxxx.xxx would remain
obligated to compensate ACMG for all ongoing
commitments in accordance with paragraph 3 of this
document.
The parties have agreed to the terms of this license contained above.
American Champion Marketing Group, Inc. xxxxxxxxx.xxx
Corporation, Inc.
By: /s/ Xxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxx
Xxx Xxxxxxxx Xxxxxxx Xxxxxxx
President & CEO Executive VP of
Business Development
2/14/00 2/14/00
