LICENSE AGREEMENT





         This Agreement is made by and between Westinghouse Electric

Corporation, a Delaware corporation, having a principal place of business at

1515 Broadway, New York, NY 10036 (hereinafter referred to as "Westinghouse"),

and Salton, Inc., a Delaware corporation, having a principal place of business

at 1955 W. Field Court, Lake Forest, IL 60045 (hereinafter referred to as

"Salton").



         WHEREAS, Westinghouse is the owner of certain valuable and famous

trademarks;



         WHEREAS, Salton and its subsidiaries and affiliates are in the business

of sourcing the manufacture of, manufacturing, marketing, distributing and

selling, primarily to retailers certain Products as herein defined; and



         WHEREAS, Salton currently is a sublicensee of the White Westinghouse

trademark from White Consolidated Industries, Inc., as a sublicensor.



         WHEREAS, Salton desires to become licensed under certain Westinghouse

trademarks and Westinghouse is willing to grant such license under the following

terms and conditions.



         NOW, THEREFORE, in consideration of the premises and the covenants

herein contained, the parties hereto agree as follows.



                                1.0 - DEFINITIONS



         In this Agreement the following expressions have the following

meanings:



         1.1 Categories - the categories of Products identified in Appendix A

attached hereto and made a part hereof.



         1.2 Licensing Manual - The Westinghouse Corporate Identity and

Licensing Manual attached hereto and made a part hereof as Appendix B.



         1.3 Marks - The trademarks "Westinghouse" and "Circle W" as shown in

Appendix C attached hereto and made a part hereof.



         1.4 NS - "Net Sales" - The aggregate of the gross receipts from sales

of Products less (a) returned goods, refunds, credits and allowances actually

made or allowed to a customer with respect to those Products, (b) freight or

handling charges charged to customers or incurred on returned goods, and (c)

sales and excise taxes actually paid.



         1.5 Products - The articles described and listed in Appendix A attached

hereto and made a part hereof.



         1.6 Territory - North America, South America, Europe, Africa, Asia and

Australia-New Zealand (each of such areas are called "Subterritories").



         1.7 White Westinghouse Agreement - The licenses agreement between White

Consolidated Industries, Inc. and Salton/Maxim Housewares Inc. dated February 6,

1996, as amended.





                                      -1-

{PAGE}





                               2.0 - LICENSE GRANT



         2.1 Unless sooner terminated, Westinghouse hereby grants Salton an

exclusive license, without the right to grant sublicenses (except as set forth

herein), to use the Marks during the Term (as defined in Section 9.2) solely on

or in connection with the Products and solely in the Territory. Westinghouse

reserves to itself all other rights in and to the Marks. Notwithstanding the

foregoing, Salton may grant sublicenses to use the Mark consistent with the

terms of this Agreement to a wholly-owned subsidiary provided that such

subsidiary agrees to be bound by the terms of this Agreement and that such

subsidiary remains a wholly-owned subsidiary of Salton.



         2.2 Salton shall use the Marks only in the form approved in writing by

Westinghouse and with no departures in appearance or treatment. Salton shall use

its best efforts to ensure that the Marks used under this Agreement comply in

every respect with the Licensing Manual.



         2.3 Salton shall not use nor authorize others to use the Marks outside

the Territory or on any other goods or merchandise of any kind other than as

specifically set forth in this Agreement or as otherwise agreed to by the

parties in writing. Salton shall have the right to source the manufacture of

Products in the Subterritory of Asia and any other Subterritory from which it

sources material amounts of Products which it markets regardless of whether

Salton has retained the right to sell Products in such Subterritory pursuant to

this Agreement. Salton may request, in writing, Westinghouse's consent solely to

manufacture in other Subterritories, which consent may not be unreasonably

denied.



         2.4 Salton shall not sell any Products nor authorize others to sell any

Products outside the Territory nor to any party where they reasonably believe

Products will be sold outside the Territory.



         2.5 No rights are granted for the distribution of Products as premiums,

promotions or giveaways.



         2.6 The license granted is personal to Salton and is not assignable for

any reason without Westinghouse's prior written consent.



         2.7 Nothing in this Agreement is to be construed as an assignment or

grant to Salton of any right, title or interest in the Marks or in any

copyright, design, trade name, trademarks, trade dress or other property right

beyond the limited license expressly granted hereby. Salton agrees not to assert

any rights in the Marks, contrary to the provisions of this Agreement.



         2.8 Salton acknowledges that White Consolidated Industries, Inc. has

licensed certain parties to use the White-Westinghouse marks in Spain, Portugal,

Argentina and Mexico as identified in Appendix D to this Agreement and that such

licenses shall not constitute or be deemed a breach of the grant of the license

to Salton by Westinghouse to use the Marks as set forth in this Agreement or of

any other provision of this Agreement.



                         3.0 - RESPONSIBILITY OF SALTON



         3.1 Prior to any use of any Marks, Salton shall, at Salton's expense,

submit to Westinghouse, for Westinghouse's written approval, the following: (a)

two (2) specimens of each design of Product on which said Marks are to appear

(the "Specimens"); (b) clearance from Underwriters Laboratories, Inc. or a

similar recognized independent consumer product safety testing company for each

Specimen ("Test Reports"); (c) all artwork which Salton intends to use in

connection with the Marks; and (d) all packaging, advertising and promotional

literature which Salton intends to use in the marketing or merchandising of the

Products. Westinghouse shall give Salton written notice of approval or

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC