LICENSE AGREEMENT
Exhibit 6.29
THIS LICENSE AGREEMENT
(“Agreement”) is made and
entered into as of this 31st
day of March, 2017, by and between
I|M1, LLC, a California limited liability company
(“Licensor”), and NuGene International, Inc., a Nevada
corporation (“Licensee”).
RECITALS
A.
Licensor has the
right and authority to license certain trademarks and rights to the
name, likeness, and visual representation of
“I’M1” and other marks and has developed and used
intellectual property (collectively, the “I’M1
IP”) and is engaged in the licensing of the property
identified in the attached Exhibit A, as well as multiple
names, likeness, and visual representations being known and
recognized by the public and associated in the public mind with
Licensor for use by men or in connection with the men’s
market (hereinafter, with the I’M1 IP, collectively referred
to as the “Licensed Marks”, the “Licensed
Property” or the “Brand”).
B.
Licensor is the
owner, by assignment, of the name, nick name, image, likeness,
initials, xxxx, appearance, signature (including reproduced
signature), autograph, endorsement, voice, and biographical
material (including history, video and motion picture film
portrayals, and still photography), Internet domain names and
online social media user/screen names of the Licensed
Marks.
C.
Ms. Ireland, an
internationally famous person and designer with a highly favorable
public image and strong, favorable identity for branding; and a
strong portfolio of multiple brands and ambassadors, also with a
highly favorable public image and strong brand identities serves as
Chief Brand Advisor of Licensor.
D.
Licensee is a
manufacturer, distributor and/or seller of products and desires to
use the Licensed Marks in the Channels of Distribution as
contemplated in Exhibit
B.
AGREEMENT
In
consideration of the mutual promises herein contained, it is hereby
agreed:
1. DEFINITIONS
1.1
The term
“Act” means the Securities Exchange Act of 1934, as
amended.
1.2
The term
“Allowance” mean any reductions in the wholesale sales
price of any Licensed Product approved in advance, in writing, by
Licensor off-invoice amounts or accruals.
1.3
The term "Brand"
shall mean only the Licensed Products offered under the Licensed
Marks set forth in Exhibit
A.
NuGene
International, Inc.
1.4
The term
“Change of Control” means any of the following events:
(a) the acquisition by a Group of Beneficial Ownership of 50% or
more of the Stock or the Voting Power of Licensee, but excluding
for this purpose: (i) any acquisition by Licensee (or a
subsidiary), or an employee benefit plan of Licensee, or (ii) any
acquisition of Common Stock of Licensee by management employees of
the Licensee; (b) individuals who constitute the board of directors
of Licensee prior to any such event (the “Incumbent
Board”) cease to constitute at least a majority of such board
of directors, provided that any director whose nomination was
approved by a majority of the Incumbent Board shall be considered a
member of the Incumbent Board unless such individual’s
initial assumption of office is in connection with an actual or
threatened election contest (as such terms are used in Rule 14a-11
of Regulation 14A promulgated under the Act); (c) approval by the
shareholders of Licensee of a reorganization, merger or
consolidation, in each case, in which the owners of more than 50%
of the Stock or Voting Power of Licensee do not, following such
reorganization, merger or consolidation, beneficially own, directly
or indirectly, more than 50% of the Stock or Voting Power of the
entity resulting from such reorganization, merger or consolidation;
or (d) a complete liquidation or dissolution of the Licensee or of
its sale or other disposition of all or substantially all of the
assets of Licensee; provided, that a Change of Control shall not be
deemed to have occurred with respect to (i) any Licensee equity or
debt offering or financing occurring within six months of the
Effective Date and which provides Licensee with proceeds in an
amount equal to or in excess of $10,000,000; or, (ii) a change in
the majority of the Incumbent Board in connection with the
Offering. For purposes of this definition, “Group”
means any individual, entity or group within the meaning of Section
13(d)(3) or 14(d)(2) of the Act, “Beneficial Ownership”
has the meaning in Rule 13d-3 promulgated under the Act,
“Stock” means the then outstanding shares of common
stock, and “Voting Power” means the combined voting
power of the outstanding voting securities entitled to vote
generally in the election of directors.
1.5
The term
“Channels of Distribution” shall mean only those
channels, which are listed and mutually agreed on Exhibit B attached hereto
and incorporated by reference herein. Exhibit B may only be modified,
supplemented, and/or amended by written agreement of the Parties as
provided herein.
1.6
The term
“Code of Conduct” shall refer to the Licensor’s
Human Rights – Code of Conduct, incorporated by this
reference as set forth in Exhibit C, with respect to
which Licensee agrees to fully comply in such form attached. To the
extent that the Code of Conduct may be amended or updated by the
Licensor in the future, Licensor shall provide written notice to
Licensee of such changes, which Licensee shall accept in its sole
discretion.
1.7
The term
“Effective Date” shall mean the date this Agreement is
executed by Licensor as set forth above.
1.8
The term
“Gross Sales” shall mean the gross amount billed
(exclusive of any sales, use or value added Tax (VAT), Returns and
uncollectable accounts included in prior Gross Sales calculations).
No other costs incurred in the manufacturing, selling, advertising,
and/or distribution of the Licensed Products shall be
deducted.
1.9 The
term “Initial Term” shall have the meaning set forth in
Section 4.
1.10
The term
“Licensed Marks” shall mean the Brand and Licensed
Products set forth in Exhibit B, including, without
limitation, their likeness, visual representation and/or each of
the individual components thereof, and those trademarks, service
marks, logos, designs, and/or any other symbols/devices, which are
set forth in Exhibit
A attached hereto and incorporated by reference
herein.
-1-
NuGene
International, Inc.
1.11
The term
“Licensed Products” shall mean only those items, which
are listed in Exhibit
B attached hereto. Exhibit B may only be modified,
supplemented, and/or amended by written agreement of the Parties as
provided herein.
1.12
The term
“Manufacturing Territory” shall mean the United
States.
1.13
The term
“Parties” (or “Party”) shall mean the
parties entering into this Agreement.
1.14
The term
“Returns” shall mean any Licensed Product, which
Licensee accepts back from any customer after purchase and delivery
thereof and for which Licensee refunds the actual purchase price,
or issues a credit memo.
1.15
The term
“Royalty” or “Royalties” shall have that
meaning set out in Section 5.1 below.
1.16
The term
“Term” shall mean the Initial Term plus any extensions,
renewals of this Agreement or modifications thereof.
1.17
The term
“Termination Date” shall mean the date, whichever is
earliest, that (i) this Agreement (subject to any renewals or
extensions) expires by its own terms; (ii) is thirty (30) days
after receipt of notice of termination under Section 21; or
(iii) any other event occurs which terminates this Agreement
where no notice is required.
1.18 The
term “Territory” shall mean United States of
America.
1.19
The term
“Trade Discounts” shall mean any reductions or charge
backs in the wholesale sales price of any Licensed Product, and
actually granted by Licensee in writing to any customer prior to
delivery.
2. GRANT
OF LICENSE
2.1 Upon
the terms and conditions set forth herein, Licensor hereby grants
to Licensee the non-transferable right, license, and privilege, of
using the Licensed Marks solely for the sale, marketing and
distribution of the Licensed Products through the Channels of
Distribution in the Territory during the Term (with the exceptions
as stated on Exhibit
B), and the non-exclusive, non-transferable right, license,
and privilege of
using the Licensed Marks solely upon and in connection with the
manufacture of Licensed Products in the Manufacturing
Territory.
2.2 All
proposed Channels of Distribution and distribution outlets in
Exhibit B shall be
deemed approved and any others shall be submitted in advance to
Licensor and shall be subject to Licensor’s prior written
approval.
2.3 Licensee
shall not assign or sub-license the use of the Licensed Marks to
any third party without prior written approval by Licensor, and
such right is expressly withheld from this Agreement. In the event
that Licensor approves a sub-license to a third party, the Parties
shall mutually agree upon the terms and conditions of said
sub-license, including without limitation the royalty rate, in a
separate writing signed by the Parties.
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NuGene
International, Inc.
3. BRAND
DEVELOPMENT
3.1 Licensee
will begin shipping of Licensed Products on a date to be determined
by Licensee in its sole and absolute discretion.
3.2 Licensee
agrees that all names of Licensed Products
are proprietary to Licensor. More specifically, Licensor shall
own all intellectual property rights in the Licensed Products and
related materials and in all sketches, artwork and/or designs for
the Licensed Products and the related materials, at no cost to
Licensor, and to the extent Licensee has any rights in such
intellectual property, Licensee agrees to assign and does hereby
assign to Licensor (or any person or entity designated by Licensor)
all of its right, title and interest in and to such products and
materials.
3.3 Licensee
agrees to consider and cooperate with Licensor in becoming a member
and utilize (a) Send Out Cards, a customer contact communication
service, (b) Xxxxxxxxxx.xxx, (c) Dependable Solutions, a product
approval and royalty reports services, (d) ireland pay, a merchant
agreement service, and (e) any similar web platform as may be
utilized by Licensor from time to time as a means of conducting
Brand business and coordinating with Licensor and other licensees,
though only so long as Licensee determines (x) it is advantageous
to do so, (y) it does not preclude utilizing similar services, and
(z) it does not include any obligation to incur substantial expense
or liability.
4. TERM
The initial term (“Initial Term”) of
the license hereby granted shall commence on the Effective Date and
shall be effective through the fifth anniversary of the Effective
Date,
unless terminated sooner in accordance
with the provisions hereof.
5. ROYALTY
5.1 Royalty.
In consideration of the grant hereunder, Licensee shall pay
Licensor royalties in U.S. dollars at a rate of five percent (5%)
of 100% the Gross Sales for all Licensed Products sold under the
Licensed Marks (the “Royalty”). Within fifteen (15)
days after the end of each month, Licensee shall furnish to
Licensor a complete sales and royalty report certified to be
accurate by the Chief Financial Officer of Licensee or by some
other authorized designee of Licensee showing the number,
description, and Gross Sales Price of the Licensed Products
distributed and/or sold by Licensee during the preceding month, as
well as the number of Licensed Products in inventory at the
beginning and end of the month along with payment of the royalties
due which shall be sent by wire transfer to the following
account:
|
Licensor:
I|M1, LLC
0000 Xxxxxx Xxxx, Xxx 000
Xxxxxxxxx, XX 00000
Domestic Wire:
ABA Bank Routing #
Account Name: IM1, LLC
Account No.:
|
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NuGene
International, Inc.
5.2 Royalty
Report. For this purpose, Licensee shall use the approved
report form attached hereto as Exhibit D and incorporated by
reference herein. Such report shall be furnished to Licensor
whether or not any of the Licensed Products have been sold during
the preceding month. Licensee shall tender both hard copy sales and
royalty report and sales in royalty report in Excel spreadsheet
format to Licensor. Sales and Royalty will be furnished separately
for each brand listed in Exhibit A in Excel spreadsheet
format to the Licensor and sent to the addresses set forth in
Section 21. The receipt or acceptance by Licensor of any of the
reports furnished by Licensee pursuant to this Agreement or of any
royalties paid by Licensee hereunder (or the cashing of any royalty
checks paid by Licensee hereunder) shall not preclude Licensor from
questioning the accuracy thereof at any time, and in the event that
any inconsistencies or mistakes are discovered in such reports or
payments, any inconsistency, mistake, or inaccuracy shall
immediately be rectified, and any appropriate payment due and owing
shall immediately be paid by Licensee to Licensor, or, on the other
hand, the Parties shall determine whether to refund Licensee such
amounts or credit against such amounts against future Royalty
payments.
5.3 Late
Payment. Any amount not paid to Licensor when due under this
Agreement shall bear a late payment charge on the unpaid
balance at the rate of 1.5% per month, compounded, or the maximum
amount permitted by law, whichever is less.
6. ACCOUNTING
6.1 Licensee agrees to
keep accurate books of account and records covering all
transactions relating to the license hereby granted, and Licensor
and its duly authorized representatives shall have the right after
giving reasonable notice at all reasonable hours of the day to an
examination of said books of account and records relating to
Licensee’s performance under the Agreement, and of all other
documents and materials in the possession or under the control of
Licensee or any of its affiliated, associated, or subsidiary
companies or agents, with respect to the subject matter and terms
of this Agreement, and shall have free and full access thereto for
said purposes and for the purpose of making extracts therefrom.
Upon request of Licensor, Licensee shall furnish to Licensor a
detailed statement by an independent certified public accountant
showing the number, description, and Gross Sales of the Licensed
Products covered by this Agreement distributed and/or sold by
Licensee to the date of Licensor’s demand. All books of
account and records shall be kept available for no less than
Seven (7) years, or, as long as required by the Internal
Revenue Service, if longer than 7 years.
6.2 Each
calendar year in which this Agreement is in effect, and after
expiration or termination of this Agreement, Licensor shall be
entitled to an independent audit of and be given access to
Licensee’s account books, records, invoices and other
pertinent data by a certified public accountant or qualified
auditor designated by Licensor. The audit shall be conducted to
determine Licensee’s sales of Licensed Products, as well as
all returns and trade discounts, and shall be conducted during
normal business hours at Licensee’s business office or
location of such files and records. The cost of the audit shall be
borne by Licensor unless the audit reveals that Licensee
understated sales and or royalties of Licensed Products by more
than five percent (5%), in which case Licensee shall be required to
pay all of Licensor’s costs of the audit.
6.3 Licensor’s
exercise in whole or in part of its inspection rights under Section
6.2 or otherwise, Licensor’s acceptance of any statement or
statements from, or the receipt of acceptance by Licensor of any
payment tendered by or on behalf of Licensee, shall be without
prejudice to Licensor’s rights or remedies permitted by this
Agreement or as a matter of law or equity, and shall not preclude
or prevent Licensor from thereafter disputing the accuracy of any
such statement or payment.
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NuGene
International, Inc.
7. QUALITY
ASSURANCE
7.1 The quality of the
Licensed Products shall be consistent with or exceed the average of
similar products manufactured, distributed, and/or sold by
Licensee, shall serve to enhance Brand recognition of the Licensed
Products to the mutual benefit of the Parties, and shall be
suitable for the use for which they are intended.
7.2 All
Licensed Products developed, manufactured and sold hereunder, and
all labels, hang tags, packaging, catalogs, brochures,
publications, printed matter, advertising, signs, promotional
displays, websites, webpages, video and sound recordings, online
social media pages (hereinafter the "Promotional Materials") and
other forms of publicity material for the Licensed Products, shall
be subject to Licensor’s written approval in advance of use,
distribution, marketing or sale.
7.3 All
materials submitted for approval to Licensor in a language other
than English will be accompanied by a complete and accurate English
translation.
7.4 If
any retail customer of Licensee notifies Licensee or claims to
Licensee that there is a significant quality issue with any
Licensed Products sold to it by Licensee, Licensee shall notify
Licensor in writing of any such alleged quality issues within five
(5) business days of being notified by the retailer customer
involved.
7.5 Licensor
shall notify Licensee of consumer quality issues received by
Licensor on Licensor’s website. Licensee shall exercise its
best efforts to reply to applicable consumers within forty-eight
(48) hours of its receipt of the issues from Licensor’s
website.
7.6 Licensor
will have the right to purchase products from the Licensee at best
available pricing, for personal use, Social Media Contests,
giveaways, and other promotional uses. Products purchased hereunder
shall not be for commercial resale.
8. DISPLAY
OF MERCHANDISE
8.1 If Licensee has a
showroom, Licensee agrees to maintain space in its showroom located
in various high traffic locations and dedicated to display of the
Licensed Products under the Brand. Licensee further agrees that the
Licensed Products shall be displayed at Licensee’s showroom
in the most favorable manner possible to enhance the recognition of
the Brand and the Licensed Products to the mutual benefit of the
Parties. The display of the Licensed Products shall be subject to
the written approval of Licensor prior to any display
thereof.
8.2 Licensee
may display and offer the Licensed Products on its own company or
business web page/site in a manner, which makes the Licensed
Products distinctive and enhances the recognition of the Brand and
the Licensed Products to the mutual benefit of the Parties.
Products other than Licensed Products bearing the Licensed Marks
may be displayed on the web page/site only with the written
approval of Licensor. Licensee shall provide a link from its web
page/site to Licensor’s web page/site. Licensor shall approve
any display of the Licensed Products bearing the Licensed Marks on
Licensee’s web page/site in writing prior to any display or
use thereof.
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NuGene
International, Inc.
9. LABELING
9.1 Licensee agrees
that it will cause to appear on or within each Licensed Product
manufactured, sold, and/or distributed under this Agreement and on
or within all advertising, marketing, promotional, or display
material bearing the Licensed Marks, the appropriate trademark and
copyright notices, markings, and/or designations, and/or any other
notice requested by Licensor. In the event that any Licensed
Product is distributed and/or sold in a carton, container, packing
and/or wrapping material bearing the Licensed Marks, such notices
shall also appear upon the said carton, container, packing, and/or
wrapping material.
9.2 The
Parties further agree that should any of the Licensed Products be
manufactured, distributed, or sold without the appropriate or
requested trademark and copyright notices, markings, and/or
designations, in addition to any other rights it may have, Licensor
may demand the removal of the offending product from distribution
and sale, and may remove that product from the list of Licensed
Products and may also terminate this Agreement.
10. PROMOTIONAL
MATERIAL
In the
event Licensee advertises in trade publications for retail
recognition for the Brand in the appropriate marketplace, Licensee
agrees that such advertisement will be run as a full-page
advertisement. Licensee will use its best efforts, commensurate
with its projections for sales of Licensed Products, to convey to
the market that it is a licensee of the Brand, including but not
limited to placing signage depicting the Brand prominently at
Licensee's corporate offices and showrooms, point of sale,
marketing and other materials. No advertising, marketing,
promotional, and display materials, or other artwork shall be used
without prior written approval by Licensor. The Parties further
agree that all artwork and designs involving the Licensed Marks
shall be produced under appropriate “work for hire”
provisions, or are hereby assigned to and shall remain the property
of Licensor, notwithstanding their creation by Licensee or others.
Licensee shall ensure that, prior to its utilizing any
non-employees to create advertising, marketing, promotional, and
display materials or other artwork, advertising copy, and/or other
copyrightable materials related to the Licensed Marks, such persons
or entities shall have executed the necessary valid agreements to
convey the ownership and copyrights to these items to
Licensor.
11. CONSULTATION
11.1 Licensor
and Licensee agree to have meaningful consultation with each other
regularly throughout the Term of this Agreement and any renewal or
extension thereof. Each Party shall cooperate in good faith with
the other Party generally, and, in particular, the Parties shall
use and exercise their best efforts, taking all reasonable,
ordinary and necessary measures to ensure an orderly and smooth
relationship under this Agreement, and further agree to work
together and negotiate in good faith to resolve any differences or
problems which may arise in the future. However, the obligations
under this Section 11.1 shall not include any obligation to incur
substantial expense or liability.
11.2 Ms.
Xxxxx Xxxxxxx is the Chief Brand Advisor of the Brand and Xxxxxx
Xxxxxxx is the Co-Founder of the Brand. In addition to the services
provided by the Brand Advisor and Co-Founder, Licensor hereby
designates Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxxxx and Xxxxx
Xxxxxx to serve as liaisons with Licensee. Licensor may designate
additional members of the Licensor’s team to serve as its
liaison with Licensee. Licensor reserves the right to change,
modify, supplement, and/or alter this designation in any way and at
any time in its sole and unfettered discretion.
-6-
NuGene
International, Inc.
12. REPRESENTATIONS
AND WARRANTIES
Licensor represents
and warrants as follows:
12.1 Licensor
has the right and power to grant the licenses granted herein and
that there are no other agreements with any other party in conflict
herewith.
12.2 The
Licensed Marks do not infringe any valid right of any third
party.
12.3 Licensor’s
grant of the license and rights to Licensee hereunder does not, and
will not, infringe or misappropriate any third party’s
tangible property rights or intellectual property rights existing
on the Effective Date.
12.4 Licensor
has not received any notice or claim on or before the Effective
Date asserting that any of the licensed rights infringes or
misappropriates, any intellectual property rights of a third party,
and to the knowledge of the Licensor there is no reasonable basis
therefor.
12.5 None
of the licensed rights is subject to any litigation, judgment,
decree, stipulation, or other dispute as of the Effective Date, and
to the knowledge of Licensor no such dispute
threatened.
12.6 Licensor
has the requisite right, power, authority, and capacity to enter
into, execute, deliver, perform, and carry out the terms and
conditions of this Agreement, as well as all transactions
contemplated hereunder. All requisite proceedings have been taken
and Licensor has obtained all approvals, consents, and
authorizations necessary to authorize the execution, delivery, and
performance by Licensor of this Agreement. This Agreement has been
duly and validly executed and delivered by Licensor and constitutes
the valid, binding, and enforceable obligation of Licensor, except
as such enforcement may be limited by bankruptcy, insolvency,
reorganization, or other similar laws affecting the enforcement of
creditor's rights generally and by general principles of equity
(regardless of whether such enforcement is considered in a
proceeding in equity or at law.
12.7 As
of the Effective Date, the consummation by Licensor of the
transactions herein contemplated, including the execution, delivery
and consummation of this Agreement, will not: (a) violate any
judgment, statute, law, code, act, order, writ, rule, ordinance,
regulation, governmental consent or governmental requirement, or
determination or decree of any arbitrator, court, or other
governmental agency or administrative body, which now or at any
time hereafter may be applicable to and enforceable against the
relevant party, work, or activity in question or any part thereof
applicable to or binding upon Licensor; (b) violate (i) the terms
of the Articles of Organization or the Operating Agreement of
Licensor; or (ii) any material agreement, contract, mortgage,
indenture, xxxx, xxxx, note, or other material instrument or
writing binding upon Licensor or to which Licensor is subject; or
(c) result in the breach of, constitute a default under, constitute
an event which with notice or lapse of time, or both, would become
a default under, or result in the creation of any lien, security
interest, charge or encumbrance upon any part of the licenses
granted hereunder under any agreement, commitment, contract
(written or oral) or other instrument to which Licensor is a
party.
12.8 No
consents, approvals or other authorizations or notices, other than
those which have been obtained and are in full force and effect,
are required by any state or federal regulatory authority or other
person or entity in connection with the execution and delivery of
this Agreement and the performance of any obligations contemplated
thereby.
-7-
NuGene
International, Inc.
13. RECORDING
AND FILMING – EE1
13.1 Except
as provided herein, under no circumstance shall any recording be
made by Licensee or anyone acting on behalf of Licensee in any
manner whatsoever, whether on video or audio tape, film, celluloid,
and/or by any other means possible, of Xx. Xxxxxxx in connection
with any appearance provided under this Agreement, including
without limitation all personal appearances and photo sessions,
without the express prior written approval of Licensor. With regard
to the creation of any content to be exploited in any media, now or
hereafter existing, pursuant to this Agreement, Licensee will
provide Licensor’s affiliate, Encore Endeavor 1 LLC, a last
right of refusal on any vendor contract for the creation of such
content; provided, that it is understood and agreed that Licensee
is only obligated to use Encore Endeavor 1 LLC to the extent that
it at least matches the pricing, terms and conditions and business
capabilities in the creation of such content of such other vendor
being selected for such contract. Notwithstanding the vendor
selected by Licensee, all such work shall be on a “work for
hire” basis with Licensor as the sole owner of the results
and proceeds of such services. The Parties understand and agree
that a portion of the compensation paid to Licensor hereunder may
be allocated to Encore Endeavor 1 LLC due to the nature of its
relationship with Licensor and Licensee.
13.2 Ms.
Xxxxx Xxxxxxx and Xxxxx Xxxxxxx are union members of Guild/Union
Requirements (SAG-AFTRA) and Licensee will make payments
accordingly for any audio or visual recordings.
14. LICENSOR’S
RIGHTS
14.1 Nothing
in this Agreement shall be construed to prevent Licensor from
granting any other license for the use of the Licensed Marks or
from utilizing the Licensed Marks in any manner
whatsoever.
14.2 Licensee
agrees that rights not specifically granted to Licensee are
reserved by Licensor and may be freely exploited by Licensor
without limitation.
15. PROTECTION
OF LICENSOR’S RIGHTS
15.1 Licensee
agrees that during the term of this Agreement, or thereafter, it
will not register or attempt to register any of the Licensed Marks,
nor will Licensee form or incorporate any entity under a name that
includes the Licensed Marks. Licensee will not attack the title or
any rights of Licensor in and to the Licensed Marks or the Licensed
Products.
15.2 Licensee
further agrees to cooperate fully and in good faith with Licensor
for the purpose of securing and preserving Licensor’s rights
in and to the Licensed Marks.
15.3 Licensee
also agrees to assist Licensor to the extent necessary in the
procurement of any protection or to protect any of Licensor’s
rights to the Licensed Marks.
15.4 Licensee
acknowledges that Licensor has sole and exclusive ownership of all
right, title, and interest in and to the Licensed Marks and any
registrations that have been issued or may be issued
thereon.
15.5 Nothing
contained in this License Agreement shall give Licensee any right,
title or interest in or to the Licensed Marks except for the rights
expressly licensed by this License Agreement, and subject to its
terms and conditions.
-8-
NuGene
International, Inc.
15.6 Adaptations
and modifications of Licensed Marks prepared under this License
Agreement shall be included as part of the Licensed Marks,
including, without limitation, Licensor’s ownership
thereof.
15.7 All
registrations for intellectual property, Internet domain names and
social media user/screen names in the Licensed Marks are to be
applied for and obtained exclusively in Licensor’s name.
Licensee shall not file or register any intellectual property
applications or seek any Internet domain name and/or social media
user/screen name registration in the Licensed Marks, Licensed
Products or any derivations, improvements, variations or
modification thereof, without Licensor’s prior written
approval.
15.8 Licensee
shall notify Licensor, or its designated representative, prior to
entering into any agreement with any individual, company or
business, for sales outside the United States of any Licensed
Product, to permit the timely filing of foreign and/or
international trademark and copyright applications, if applicable,
or other intellectual property protection, covering the Licensed
Marks, in Licensor’s sole discretion.
15.9 Licensee
agrees to cooperate fully and in good faith with Licensor for the
purpose of securing and preserving Licensor’s rights in and
to the Licensed Marks. In the event there has not been a previous
registration of any Licensed Xxxx and/or any material relating
thereto for a particular Licensed Product, Licensor may register
and maintain, at Licensee's sole expense, trademarks and/or service
marks in the appropriate class(es) and/or copyrights in the name of
Licensor. Licensee is not permitted to register any copyright,
trademark, and/or service xxxx on behalf of Licensor. It is further
agreed that nothing contained in this Agreement, and no act or
omission by Licensor and/or by Licensee shall be construed as an
assignment or grant to Licensee of any right, title, or interest in
or to the Licensed Marks, it being understood that all rights
relating thereto are reserved by Licensor, except for the license
hereunder to Licensee of the right to use and utilize the Licensed
Marks only as specifically and expressly provided in this
Agreement.
16. WARRANTIES
AND INDEMNIFICATION
16.1 Licensor
hereby indemnifies Licensee and undertakes to hold Licensee
harmless against any claims or suits, demands, losses, injuries,
liabilities costs, judgments, arbitration awards, license fees,
settlement, damages and expenses (including reasonable
attorneys’ fees and costs, whether or not any legal
proceeding is commenced) (“Losses”) for trademark
infringement arising solely out of the validity of the rights to
the Licensed Marks and from Licensee’s use of the Licensed
Marks as granted herein, provided that prompt written notice is
given to Licensor within ten (10) days of receipt by Licensee of
any such claim or suit, and provided, further, that Licensor shall
have the option to undertake and conduct the defense of any suit so
brought, and no settlement of any such claim or suit is made
without the prior written consent of Licensor. Licensor’s
indemnification under this Section 16.1 shall be apportioned and
limited to only the portion of, and extent that, such Losses are,
or are claimed to be, proximately caused by or attributable
specifically to Licensee’s use of Licensed Marks in a manner
permitted by this License Agreement. It is further agreed that
Licensor reserves the unfettered right to select counsel to defend
any such claims, and this indemnification obligates Licensor to pay
for all costs and expenses as incurred rather than to reimburse
upon conclusion. However, Licensor shall not be obligated to
provide any indemnification hereunder in the event of negligence or
criminal conduct of Licensee which bears directly upon the claim
underlying the indemnification obligation hereunder.
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NuGene
International, Inc.
16.2 Licensee
shall defend, indemnify, and hold Licensor harmless against any and
all actions, claims, demands, lawsuits, loss, costs, damages,
judgments, liabilities, license fees, settlement or expenses
incurred, claimed, obtained, or sustained, including without
limitation attorneys’ fees and costs, of any nature
whatsoever, whether in law or in equity, including without
limitation claims relating to or allegedly relating to the design,
manufacture, sale, purchase, use, advertising, marketing, and/or
distribution of any Licensed Product, whether for personal injury,
product liability or otherwise. Licensor reserves the right to
select counsel, reasonably acceptable to Licensor, to defend and/or
bring any such claims, and
this indemnification obligates Licensee to pay for all costs and
expenses as incurred rather than to reimburse upon conclusion.
Notwithstanding Licensor’s right to the choice of counsel,
Licensee shall solely be responsible for any and all
attorneys’ fees, costs, and expenses relating to any and all
such actions. However, Licensee shall not be obligated to provide
any indemnification hereunder in (a) intellectual property claims
arising out of the Licensed Marks, or (b) in the event of
negligence or criminal conduct of Licensor which bears directly
upon the claim underlying the indemnification obligation
hereunder.
16.3 Licensor
makes no representations or warranties with respect to the design,
manufacture, sale, purchase, use, marketing, and/or distribution of
any Licensed Product manufactured, sold, and/or distributed by
Licensee and disclaims any liability arising out of the design,
manufacture, sale, purchase, use, marketing, and/or distribution of
any Licensed Product, and any such express or implied warranties
are hereby disclaimed.
16.4 Licensee
represents and warrants to Licensor that: (i) Licensee has the full
power and authority to enter into this License Agreement on behalf
of Licensee and to perform all of Licensee’s material
obligations pursuant to this License Agreement, and that the
Licensed Products manufactured, sold, and/or distributed by
Licensee under this Agreement shall be suitable for the purpose for
which they are intended to be used and shall comply with all
applicable Federal, State, and local laws, and industry
standards, (ii) Licensee
will not harm or misuse the Licensed Property or bring the Licensed
Marks into disrepute, (iii) except as specifically provided in this
License Agreement, Licensee will not create any expenses chargeable
to Licensor or Ms. Ireland without the express prior written
approval of Licensor, (iv) all Licensed Products (and the content
contained or used in the Licensed Products) designed, developed,
marketed, distributed, published, performed or sold by Licensee
pursuant to this License Agreement do not, and will not, infringe
any intellectual property right or any personal right of any third
party, and (v) Licensee will not knowingly permit, do or commit any
act or thing that would degrade, tarnish or deprecate or disparage
the Licensed Property or Licensor’s or Ms. Ireland’s
public image in society or standing in the community, or prejudice
Licensor or Ms. Ireland and that it will terminate such activities
promptly upon written notice, and failure to do so constitutes a
material breach of this License Agreement. Licensee acknowledges
and agrees that there are no warranties, guarantees, conditions,
covenants, or representations by Licensor as to marketability,
fitness for a particular purpose, or other attributes of the
Licensed Products, whether express or implied (in law or in fact),
oral or written.
16.5 The
Party seeking indemnification shall provide the other with prompt
written notice of any lawsuits or threatened lawsuits, or other
significant developments, investigations, claims, or final refusals
in which it is or may be named as a party or for which it is
obligated or has agreed to indemnify any party, and it shall
thereafter provide the other with periodic written updates
concerning relevant developments in any such lawsuits as they
arise.
16.6 For
purposes of this Section 16, the term “Licensor”
and “Licensee” shall mean such Party and, without
limitation, any of its agents, employees, servants,
representatives, parents, subsidiaries, affiliates, officials,
directors, officers, shareholders, owners, attorneys, divisions,
branches, units, affiliated organizations, successors,
predecessors, contractors, assigns, and all persons acting by,
through, under, or in concert with them, past or
present.
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NuGene
International, Inc.
17. INSURANCE
17.1 Licensee
represents that it has obtained, and agrees to maintain, at its own
expense, in full force and effect at all times during which the
Licensed Products are being manufactured, sold, and distributed,
insurance for bodily injury, advertising injury, property damage,
and product liability from a recognized insurance company approved
by Licensor, which is qualified to do business in the State of
California, providing protection at least in the amount of
$5,000,000 per occurrence and $5,000,000 in the aggregate for
Licensor and for Licensee against any actions, claims, demands,
lawsuits, loss, costs, attorneys’ fees, damages, judgments,
and liabilities of any nature whatsoever relating to the Licensed
Products. As proof of such insurance, a fully paid certificate of
insurance naming Licensor (as defined above) as Licensee shall
submit an insured party to Licensor for Licensor’s prior
written approval before any Licensed Product is manufactured, sold,
or distributed. Any proposed change in certificates of insurance
shall be submitted to Licensor for its prior written approval.
Licensor shall be entitled to a copy of the prevailing certificate
of insurance, which shall be furnished to Licensor by Licensee. The
certificate(s) shall conform to the language requirements set out
in Exhibit E
attached hereto.
17.2 For
purposes of this Section 17, the term “Licensor”
shall mean Licensor and, without limitation, any of its agents,
employees, servants, representatives, parents, subsidiaries,
affiliates, officials, directors, officers, shareholders, owners,
attorneys, divisions, branches, units, affiliated organizations,
successors, predecessors, contractors, assigns, and all persons
acting by, through, under, or in concert with them, past or
present.
18. INSOLVENCY;
CHANGE OF CONTROL
18.1 If
Licensee (a) files a petition in bankruptcy or is adjudicated a
bankrupt or if a petition in bankruptcy is filed against Licensee,
or if it becomes dissolved, or becomes insolvent or unable to pay
or discharge its liabilities in the ordinary course of business, or
if Licensee assigns the whole or any substantial part of its assets
or undertakings for the benefit of creditors or makes an assignment
for the benefit of its creditors or any similar arrangement
pursuant to any federal or state law, compulsory or voluntarily, or
if a receiver or other similar officer is appointed for the whole
or any part of the assets or undertakings of Licensee or its
business, or if Licensee stops payment to its creditors generally,
or ceases or threatens to cease to carry on its business or any
substantial part thereof, or (b) if Licensee has a Change of
Control, then in either such event Licensor may terminate this
Agreement by giving notice to Licensee of its intention to
terminate and such termination shall be effective immediately. In
the event this Agreement is so terminated, Licensee, its receivers,
representatives, trustees, agents, administrators, successors,
and/or assigns shall have no right to sell, exploit, or in any way
deal with or in any Licensed Products covered by this Agreement or
any related advertising, marketing, promotional, and display
materials, including without limitation cartons, containers,
packing, and wrapping materials, except with and under the special
consent and instructions of Licensor in writing, which they shall
be obligated to follow.
18.2 In
the event this Agreement is so terminated under this Section 18,
Licensee, its receivers, representatives, trustees, agents,
administrators, successors, and/or assigns shall have no right to
sell, exploit, or in any way deal with or in any Licensed Products
covered by this Agreement or any related advertising, marketing,
promotional, and display materials, including without limitation
cartons, containers, packing, and wrapping materials, except with
and under the special consent and instructions of Licensor in
writing, which they shall be obligated to follow.
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NuGene
International, Inc.
19. TERMINATION
19.1 Except
as otherwise provided herein, in the event either party breaches or
fails to perform any of its material duties and obligations
pursuant to the terms of this Agreement, the non-breaching party
shall have the right to terminate this Agreement upon thirty (30)
days’ notice in writing, and such notice of termination shall
become effective unless the breaching party shall remedy the breach
within the thirty (30) day period to the reasonable satisfaction of
the non-breaching party. The Parties agree to make a reasonable
effort to resolve any disputes or breaches prior to exercising the
right of termination.
19.2 Termination
of this Agreement shall be without prejudice to any rights, which
Licensor may otherwise have against Licensee. Upon the termination
of this Agreement, notwithstanding anything to the contrary herein,
all royalties on sales theretofore made and any other monies owed,
shall become immediately due and payable, and all rights and
licenses granted hereunder shall cease and revert to Licensor.
Further, Licensee will withdraw or cancel any governmental filings
made on its behalf that include the Licensed Marks. Licensee shall
immediately cease and desist from using the Licensed Marks in any
way. Unless otherwise stated in this Agreement, Licensee shall have
no right to sell, exploit, or in any way deal with or in any
Licensed Products covered by this Agreement or any related
advertising, marketing, promotional, and display materials,
including without limitation cartons, containers, packing, and
wrapping materials, except with and under the special consent and
instructions of Licensor in writing, which they shall be obligated
to follow. Licensee shall immediately return any and all
Confidential Information of Licensor to Licensor, as well as
marketing and advertising materials bearing the Licensed
Marks.
19.3 Upon
the natural expiration or termination of this Agreement, neither
Party shall make any publicly disparaging comments regarding the
other or its business, whether written, oral, or electronic. This
provision shall survive the expiration or termination of this
Agreement. However, nothing herein shall limit either Party’s
right to arbitration or other judicial remedies as set out in this
Agreement.
19.4 Licensee
acknowledges that a failure (except as otherwise expressly provided
herein) to cease the manufacture, sale, transmission, broadcast or
distribution of the Licensed Products upon the terminations or
expiation of this License Agreement will result in immediate and
irreparable damage to Licensor. Licensee further acknowledges that
there is no adequate remedy at law for such failure to cease
manufacture, sale or distribution, and in the event of such
failure, Licensor shall be entitled to equitable relief and such
further relief as a court or agency with jurisdiction may deem just
and proper.
19.5 Upon
termination or expiration of this Agreement, all of the rights
granted hereunder to Licensee, and all rights, title and interest
in and to the Licensed Marks, including but not limited to, patent,
industrial design, copyright, trademark, service xxxx, trade dress
and all improvements, additions and changes thereto, trade secret
rights, and goodwill relating to the Licensed Marks, shall revert
to Licensor. Licensee agrees to promptly execute all documents that
may be reasonably necessary to effect the foregoing. This right and
obligation shall survive the terminations or expiration of this
License Agreement.
20. FORCE
MAJEURE
The
Parties shall be released from their obligations hereunder, and
this Agreement shall terminate in the event that governmental
regulations or other causes arising out of a state or national
emergency or war or causes beyond the control of the Parties render
performance impossible, and one Party so informs the other in
writing of such causes and its desire to be so released. In such
event, all royalties on sales and all other monies due, theretofore
made shall become immediately due and payable to
Licensor.
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NuGene
International, Inc.
21. NOTICES
Any
notice, communication, statement, payment, or legal service of
process required or permitted under this Agreement shall be in
writing and shall be effective when hand delivered; or on the date
when the notice, communication, statement, payment, or legal
service of process is transmitted by confirmed electronic facsimile
(with a confirmation copy sent by mail); or the day after the
notice, communication, statement, payment, or legal service of
process is sent by reputable overnight air courier service (e.g.,
Federal Express). All such communications shall be sent to the
Parties at the notice addresses listed below or to such other
persons and the Parties to each other may designate notice
addresses as in writing.
|
If to Licensor:
|
I|M1, LLC
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx - CFO
Email: xxxx@xxxxxxxxxxx.xxx
|
|
With a copy to:
|
Xxxx Xxxxxx
0000 Xxxxxx Xxxx, Xxx. 000
Xxxxxxxxx, XX 00000
Email: xxxxxxx@xxxxxxxxxx.xxx
And
Xxxx Xxxxxxxx
XX Xxx #0000
Xxxxxx Xxxxxx, XX 00000
Facsimile: 000 000-0000
Attention: Xxxx Xxxxxxxx
Email: xxxxxxxxx@xxxxxxxxxxxxxxx.xxx
|
|
If to Licensee:
|
NuGene International, Inc.
00000 Xxxxx Xxxxxx, Xxxxx X
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Email: xxxxx@xxxxxx.xxx
And
Xxxxx X. Xxxxxxxxx
Spectrum Law Group, LLC
0000 Xxxx Xxxxxx, Xxx 000
Xxxxxx, XX 00000
Email: xxxxx@xxxxxxxxxxxxxxxx.xxx
|
|
|
|
22.
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NuGene
International, Inc.
23. NEGATION
OF AGENCY
Licensee is an
independent contractor with respect to Licensor. Nothing contained
herein shall be deemed to create an agency, joint venture,
franchise, or partnership relation between the Parties, and neither
Party shall so hold itself out. Licensee shall have no right to
obligate or bind Licensor in any manner whatsoever, and nothing
contained in this Agreement shall give, or is intended to give, any
rights of any kind to any third person(s).
24. ASSIGNABILITY
24.1 This
Agreement shall inure to the benefit of Licensor, its successors,
and assigns, but will be personal to Licensee, and shall be
assignable by Licensee only with the prior written consent of
Licensor. Licensee shall not mortgage, assign, sub-license, or
otherwise encumber this Agreement without the prior written consent
of Licensor. Licensor shall be entitled to assign this Agreement to
any third party with notice to Licensee, including any such
assignment in connection with the sale or transfer of
Licensor’s business, provided, however, that Licensor shall
have the option to terminate this Agreement in lieu of assignment
to any successor of Licensor’s business in connection with
any such sale or transfer.
24.2 In
the event Licensor terminates this Agreement in connection with a
sale of its business, Licensee shall have a period of six (6)
months from the effective date of termination in which to sell off
its inventory of Licensed Products, subject to the terms and
conditions of this Agreement, including paying
Royalties.
25. MODIFICATION
AND WAIVER
25.1 Except
as otherwise provided herein, no agreement or understanding
purporting to add to or to modify the terms and conditions of this
Agreement shall be binding unless agreed to by the Parties in
writing. Any terms and conditions set forth in any forms used by
the Parties, which are in conflict with the terms and conditions of
this Agreement, shall be void and have no effect. The Parties
further agree that the Exhibits to this Agreement may be modified,
amended, altered, and/or supplemented from time to time in writing
signed by authorized representatives of the Parties.
25.2 It
is agreed that no waiver by either Party hereto or any breach or
default of any of the provisions set forth herein shall be deemed a
waiver as to any subsequent and/or similar breach or
default.
26. GOVERNING
LAW
26.1 This
Agreement shall be construed in accordance with and the laws of the
State of California which shall govern all disputes relating hereto
without giving effect to any conflicts of law provisions. The
Parties agree that any and all disputes, controversies or claims
arising out of, regarding, or in any way relating to the
interpretation, application, or enforcement of this Agreement, or
any matter reasonably related thereto, shall be handled by way or
arbitration and administered by and in accordance with the JAMS
streamlined Arbitration Rules and Regulations (the ''JAMS Rules '')
of the Judicial Arbitration and Mediation Service in effect at the
time of any such proceedings. Such arbitration shall be the sole,
exclusive, and final remedy for resolving any such claims and
disputes. Judgment on the final award rendered by the arbitrator
may be entered into in any court of competent jurisdiction and
shall be final and binding upon the Parties.
-14-
NuGene
International, Inc.
26.2 Notwithstanding
the foregoing, the Parties may seek provisional relief, including a
preliminary injunction or temporary restraining order, in any
federal or state court of competent jurisdiction located in Los
Angeles, California, without prejudice to the above described
arbitration procedures, if in that Parties sole judgment such
provisional relief is necessary to avoid an irreparable injury or
to preserve the status quo. Never the less, the arbitration
procedure set forth in this Section 25 is intended to be the sole
and exclusive method of resolving any claims arising out of,
relating to, or regarding this Agreement.
27. CONFIDENTIALITY
27.1 The
Parties agree that the terms, conditions, and subject matter of
this Agreement constitute confidential and proprietary information
belonging to Licensor. Licensee agrees not to divulge any
confidential and proprietary information pertaining to Licensor or
this Agreement to any third party without prior written consent of
Licensor. Licensee shall take any and all lawful measures to
prevent the unauthorized use and/or disclosure of such confidential
information, and to prevent unauthorized persons or entities from
obtaining or using such information. Licensee further agrees to
refrain from directly or indirectly taking any action, which would
constitute or facilitate the unauthorized use or disclosure of such
confidential information. Licensee may disclose such confidential
and proprietary information in compliance with applicable law
(including, without limitation, federal securities laws), and to
its officers, directors, employees, agents, and authorized
representatives to the extent necessary to enable Licensee to
perform its obligations under this Agreement, provided that said
officers, directors, employees, agents, and/or authorized
representatives execute an appropriate confidentiality agreement
approved by Licensor, which by its terms shall be enforceable by
injunctive relief. Licensee shall be liable for any unauthorized
use and disclosure of such confidential information by its
officers, directors, employees, agents, and authorized
representatives, including without limitation its attorneys and
accountants. The Parties further agree that any breach or
threatened breach of this Section 26.1 would cause irreparable harm
to Licensor, that a remedy at law or in damages would be
inadequate, and that the provisions of this Section 26.1 may be
enforced by way of injunctive relief in addition to any other
rights available to Licensor in law or in equity.
27.2 For
purposes of this Agreement, “confidential and proprietary
information” includes, but is not limited to, the terms,
conditions, and subject matter of this Agreement, and
Licensor’s business, including any financial, cost, pricing,
and royalty information; product development, business, marketing,
promotion, distribution, sales, sales plans, and strategies;
information concerning Licensor’s product development and
intellectual property; information concerning manufacturing
processes relating to the Licensed Products, or trade secrets. The
foregoing confidentiality obligations shall not apply to
information that: (1) was previously known to the recipient
free of any obligation to keep it confidential; (2) was
independently developed by recipient; or (3) is or becomes
publicly available by means other than the unauthorized disclosure
by recipient.
27.3 In
the event that any judicial or regulatory authority requests or
requires disclosure of any Confidential Information of the other
party, the receiving party shall promptly notify the disclosing
party of the requested or required disclosure and shall reasonably
cooperate with the disclosing party in any effort, if so requested
by the disclosing party, to avoid or limit such disclosure;
provided, however, nothing in this Section 26 shall prevent such
receiving party from compliance with any law (including, without
limitation, any federal securities laws).
-15-
NuGene
International, Inc.
28. ENTIRE
AGREEMENT AND ADMISSIBILITY
This
Agreement constitutes the complete understanding between the
Parties and supersedes any and makes void any and all prior
agreements, promises, representations, or inducements, no matter
their form, concerning the subject matter of this Agreement. The
Parties desire that this Agreement represent a single and
completely integrated contract expressing the entire agreement of
the Parties with respect to the subject matter of this Agreement.
No promises, agreements, or modifications to this Agreement made
subsequent to the execution of this Agreement by the Parties shall
be binding unless reduced to writing and signed by authorized
representatives of the Parties. The Parties to this Agreement agree
that this Agreement may be used as evidence in any subsequent
proceeding in which any Party alleges a breach of this Agreement or
seeks to enforce its terms, provisions, or
obligations.
29. SEVERABILITY
Whenever possible,
each provision of this Agreement shall be interpreted in such a
manner to be effective and valid under applicable law. Should any
of the provisions or terms of this Agreement be determined illegal,
invalid, or unenforceable by any court of competent jurisdiction,
validity of the remaining parts, terms, or provisions shall not be
affected thereby, and said illegal, invalid, or unenforceable part,
term, or provision shall be deemed not to be a part of this
Agreement.
30. RECITALS
AND HEADINGS
The
terms of this Agreement are contractual, not a mere recital, and
are the result of joint negotiations between, and joint drafting
by, the Parties, and are therefore not to be construed in favor of
or against either Party. All recitals are incorporated by reference
into this Agreement. Caption and Section headings are used for
convenience and reference only, are no part of this Agreement, and
shall not be used in interpreting, construing, defining, limiting,
extending, or describing the scope of this Agreement, or any
provision hereof, in any way.
31. ATTORNEY
FEES AND COSTS
Should
any action be necessary to enforce the terms of this Agreement, the
prevailing Party will be entitled to recover reasonable
attorneys’ fees and costs.
32. EXECUTION
OF COUNTERPARTS
This
Agreement may be executed in two or more duplicate bond or
facsimile counterparts, each of which shall be considered an
original, but all of which together shall constitute one and the
same instrument, and in pleading or proving any provision of the
Agreement, it shall not be necessary to produce more than one such
counterpart.
33. EQUITABLE
RELIEF
The
Parties acknowledge that the subject matter of this Agreement
relates to services and rights, which are extraordinary and unique
and which cannot be replaced or adequately compensated in money
damages, and any breach by Licensee of this Agreement will cause
irreparable injury to Licensor.
-16-
NuGene
International, Inc.
34. CONSENTS,
APPROVALS, AND DISCRETION
Except
as herein expressly provided to the contrary, whenever this
Agreement requires consent or approval to be given by a party, or a
party must or may exercise discretion, the parties agree that such
consent or approval shall not be unreasonably withheld, conditioned
or delayed, and such discretion shall be reasonably
exercised.
[signature page
follows]
-17-
NuGene
International, Inc.
IN
WITNESS WHEREOF, the Parties hereto have caused this instrument to
be duly executed as of the day and year first above
written.
Licensor:
I|M1, LLC
/s/
Xxxxxxx Xxxxxxxxx
Name:
Xxxxxxx Xxxxxxxxx
Title:
President
Licensee:
NuGene International, Inc.
/s/
Xxxxx Xxxxxxx
Name:
Xxxxx Xxxxxxx
Title:
CEO
-18-
NuGene
International, Inc.
EXHIBIT A
LICENSED XXXX
1.
Only for the
Licensed Products specified in Exhibit B to this
Agreement and only as shown in the following
specimen(s):
●
I’M1
●
I|M1
2.
Examples on Brand
Partner Resource link; upon your signature a password will be
provided.
3.
Licensed Products
to include styles with each of the following supporting categories
will be provided by Licensor upon further discussion with
Licensee.
Licensor may designate other supporting brands or categories, in
writing from time to time.
-19-
NuGene
International, Inc.
EXHIBIT B
LICENSED PRODUCTS ANDCHANNELS OF DISTRIBUTION
●
The following list
sets forth the Licensed Products:
Each of
the following products which are currently marketed and sold by
Licensee, but as the same may be renamed, rebranded or otherwise
for use by men or in the men’s market containing stem cell
derived or containing biologically active or biologically derived
ingredients: NuGene Face Wash, NuGene universal Cream, NuGene
Universal Serum, NuGene Light and Bright, NuGene Eye Serum, NuGene
Face Mask, NuGene Melasma Serum, NuGene Acne Serum, NuGene
Revitalizing night Cream, NuGene Toner, NuGene Body Lotion, NuGene
Specialty Soap, NuGene Neck & Dècolleté Lotion,
Advanced Infusion Serums and other age-defying products that are
stem cell derived or which contain biologically active or
biologically derived ingredients.
●
Licensee may only
use those channels of distribution approved, in advance, by
Licensor. Any mass market and low tier department stores (i.e.,
Wal-Mart, K-Mart, Target, and Sears), as well as club stores (i.e.
Sam’s), are specifically excluded from the approved Channels of
Distribution under this Agreement.
●
Licensor shall have
prior approval rights relating to any internet retailers not
belonging to retailers in the approved Channels of Distribution set
forth above, which will be reviewed on an individual basis by
Licensor.
-20-
Click or tap here to enter text.
EXHIBIT C
CODE OF CONDUCT
行为守则
1.
PURPOSE: [LICENSEE]
is committed to using only manufacturers to strive to conduct
business in a highly professional and ethical manner. This document
outlines those commitments each facility makes in respect to its
compliance with applicable law and tis personal practices and
policies.
目的：[被许可人]承诺只使用了力争在一个高度专业和道德的方式开展业务的厂家。本文概述了这些各设施使得在尊重其遵守适用的法律和个人的做法和政策的承诺。
2.
CHILD LABOR: The
facility agrees not to use child labor in the manufacturing, or
distribution of the Goods. The term “child” refers to a
person younger than the local legal minimum age for employment or
the age for completing compulsory education; provided, however, in
no event shall the Facility use any person below the age of (15)
fifteen. The Facility also agrees to comply with all other Laws
applicable to employees, regardless of the age of an
employee.
童工：该中心同意不使用童工在制造，或货物配送。
“童工”是指一个人年龄低于当地法定最低就业年龄或年龄在完成义务教育;
提供的，但是，在任何情况下，基金使用任何人（15）15岁以下。该基金还同意遵守适用于所有员工的其他法律，不论雇员的年龄。
3.
FORCED LABOR: The
Facility agrees to employ only persons whose presence is voluntary.
The Facility agrees not to use any forced or involuntary labor,
whether prison, bonded, indentured or otherwise.
强迫劳动：该基金同意只雇用人员，其存在是自愿的。该基金同意不使用任何强迫或非自愿劳动，无论是监狱，保税，契约或其他方面。
4.
ABUSE OF LABOR: The
Facility agrees to treat each employee with dignity and respect and
not to use corporal punishment, threats of violence, or other forms
of physical, sexual, psychological or verbal harassment or
abuse.
滥用劳动：该基金同意把每个员工的尊严和尊重，不使用体罚，暴力威胁或其他形式的身体，性，心理或言语上的骚扰或虐待。
5.
NON-DISCRIMINATION:
The Facility agrees not to discriminate in hiring and employment
practices, including salary, benefits, advancement, discipline,
termination, or retirement on the basis of race, religion, age,
nationality, social or ethnic origin, sexual orientation, gender,
political opinion or disability.
不歧视：该基金同意不会在雇佣和招聘活动，包括工资，福利，晋升，纪律，终止或退休种族，宗教，年龄，国籍，社会或民族，性取向，性别的基础上歧视，政治观点或残疾。
6.
ASSOCIATION: The
Facility agrees to follow employees to organize and bargain
collectively without penalty or interference in accordance with
local Laws.
关联关系：该基金同意遵守雇员组织和集体谈判不受处罚或干预按照当地的法律。
7.
WAGES, DENEFITS AND
WORKING HOURS: The facility recognizes that wages are essential to
meeting employee’s basic needs. The Facility agrees to
comply, at a minimum, with all applicable wages and hour Laws,
including minimum wage, overtime hours, maximum hours, piece rates
and other elements of compensation and shall provide legally
mandated benefits.
工资，福利和工作时间：该厂认识到，工资是必要的，以满足员工的基本需求。该基金同意遵守，至少，所有适用的工资和工时的法律，包括最低工资，加班，最长工时，计件工资和补偿等内容，并应提供法定福利。
8.
HEALTH AND SAFETY:
The Facility agrees to provide employees with a safe and healthy
workplace environment in accordance with all applicable Laws,
ensuring at a minimum, reasonable access to potable water and
sanitary facilities, fine safety and adequate lighting and
ventilation. The Facility also agrees to ensure that the same
standards of health and safety are applied to any housing it
provides for employees.
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NuGene
International, Inc.
健康和安全：该基金同意为员工提供一个安全和健康的工作环境符合所有适用法律，确保在最低限度，合理获得饮用水和卫生设施，精美的安全性和足够的照明和通风。该基金也同意，以确保健康和安全的相同标准适用于它提供了雇员的住房
9.
COMPLIANCE: The
Facility agrees to take appropriate steps to ensure that the
provisions of the COC are communicated to its employees, including
by prominent posting a copy of this COC in the local language on
one or more bulletin boards in places readily accessible to
employees at all times.
合规性：本基金同意采取适当措施，以确保奥委会的规定传达给员工，其中包括由著名张贴在当地语言的一个或多个电子公告板的名额该行为准则的副本容易获得员工的所有次。
10.
ENVIRONMENT:
Business partners should share our concern for the environment and
adhere to their local and national laws regarding the protection
and preservation of the environment.
环境：业务合作伙伴应该分享我们对环境的关注，并坚持对环境的保护和维护当地和国家法律。
11.
LEGAL REQUIREMENTS:
Business partners should be in compliance with all legal
requirements involved in conducting the business.
法律要求：业务合作伙伴应符合参与开展业务的所有法律要求。
12.
Our Business
Partners are required to provide full access to their facilities
and those of their manufacturers, vendors and subcontractors, and
to release records relating to employment practices. We may conduct
on-site inspections of facilities to monitor the standards and
assure the quality of our products.
我们的业务合作伙伴必须提供完全访问他们的设备和那些他们的制造商，供应商和分包商，并发布有关用工行为记录。我们可以进行现场视察设施，以监控标准，确保了产品的质量。
Please report Violations Anonymously by emailing to:
xxxx@xxxxxxxxxxx.xxx
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NuGene
International, Inc.
EXHIBIT D
Approved Royalty Report Form
●
Example Royalty
Reports are set forth on the Brand Partner Resource link, upon your
signature a password will be provided
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NuGene
International, Inc.
EXHIBIT E
REQUIRED INSURANCE CERTIFICATE
Under Description of Operations state the
following:
“Certificate Holder I|M1, LLC, I|M1 Holdings, LLC, Level
Brands, Inc., Enxxxx Xxxxxxxx 0, XXX, XX0 Xoldings, LLC, Xxxxx
Xxxxxxx, Xxxxx Xxxxxxx, xxxxx xxxxxxx Worldwide, Inc., xxxxx
xxxxxxx LLC, The Sterling/Xxxxxxx Company, and their partners,
owners, subsidiaries, affiliates, directors, officers, managers and
employees are named additional insured with regards to liability
arising out of operations of the named insured.”
The Certificate Holder should be listed as:
I|M1, LLC
4500 Xxxxxx Xxxx, Xxx. 000
Xxxxxxxxx, XX 00000
Send copies of Certificate to:
Mitchka Lyonnais
xxxxxxxxx@xxxxx.xxx
Momentous Insurance Brokerage, Inc.
Xxxx Xxxxxxx
xxxx@xxxxxxxxxxx.xxx
I|M1, LLC
- END OF CONTRACT-
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