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Document Preview Trademark License Agreement |
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Title: |
Trademark License Agreement |
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Entities: |
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Date: |
2006 |
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Size: |
Preview shows 8KB of 89KB total |
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Price: |
$55 |
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ID: |
#1583299 |
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TRADEMARK LICENSE AGREEMENT
AGREEMENT made as of the 12th day of October 2005, (the "Agreement") by
and between Kobra International, Ltd. d/b/a Nicole Miller, a New York
corporation ("Licensor"), and Signature Eyewear, Inc. a California corporation
("Licensee") (collectively, the "Parties" and each individually a "Party").
WHEREAS, Licensor is the owner of the Trademarks as defined herein and
as set forth in Schedule 1 attached hereto; and
WHEREAS, the Trademarks are unique, extraordinary, valuable and have
acquired and established outstanding reputation and goodwill; and
WHEREAS, Licensee recognizes the great value and goodwill associated
with the Trademarks and that all rights to the Trademarks and the associated
goodwill belong exclusively to the Licensor and that the Trademarks have
acquired a secondary meaning to the public; and
WHEREAS, Parties and various predecessors in interest have operated
under a license agreement dated April 1, 1993 and various amendments thereto,
which shall expire on March 31, 2006; and
WHEREAS, Parties desire to enter into this new Agreement which, upon
expiration of the prior license agreement and pursuant to Section 27 herein,
shall supersede the prior license agreement; and
WHEREAS, Licensee desires to obtain an exclusive license to use one or
more of the Trademarks, on and in connection with the manufacture, sale and
distribution of Licensed Products (as defined herein and as set forth in
Schedule 2) bearing, incorporating or otherwise utilizing said Trademarks
Worldwide excluding Japan (the "Territory"); and
WHEREAS, Licensor has agreed to grant to Licensee such license under
and subject to the terms and conditions set forth herein;
NOW, THEREFORE, the Parties hereto, in consideration of the mutual
agreements herein contained and promises herein expressed, and for other good
consideration acknowledged by each of them to be satisfactory and adequate, do
hereby agree as follows:
1. Definitions: The following words are defined for this Agreement in
the section indicated:
DEFINITION SECTION
---------- -------
"Advertising Approval Form" Section 6.2
"Advertising Royalty" Section 5.4
"Agreement" First Clause
Portions marked with {***} have been omitted pursuant to a Request for
Confidential Treatment and were filed separately with the Commission.
DEFINITION SECTION
---------- -------
"Approvals" Section 8
"Certification" Section 4.3
"Closeouts" Section 3.5
"Competing Products" Section 12.1
"Confidential Information" Section 7
"Counterfeit Product" Section 12.2
"Distribution Level(s)" Section 4.1
"Events of Default" Section 10
"Guaranteed Minimum Royalties" Section 5.2
"Indemnitees" Section 16
"Label Level(s)" Section 4.1
"Laws" Section 8
"License" Section 2.1
"Licensee" First Clause
"Licensed Products" Section 2.1
"Licensor" First Clause
"Licensor Sales" Section 4.6
"Minimum Sales Volume" Section 4.2.1
"Net Sales" Section 4.2.1
"Parties" First Clause
"Production Sample(s)" Section 3.1
"Prototype Sample(s)" Section 3.1
"Royalty Down Payment" Section 5.3
"Royalty" or Royalties" Section 5.1
"Sales Period" Section 4.2.1
"Seconds" or "Irregular" Section 3.4
"Sell Off Period" Section 11.2
"Term" Section 2.3
"Territory" Fifth Clause
"Trademarks" Section 2.1
2
2. Grant of Rights.
2.1 Use of the Trademarks by Licensee. Subject to the terms and
provisions of this Agreement, Licensor hereby grants to Licensee an exclusive
license (the "License") during the Term to use those certain trademarks, service
marks, logos and tradenames owned by the Licensor set forth in Schedule 1 (the
"Trademarks") in connection with the manufacture, distribution and sale of the
products set forth in Schedule 2 (the "Licensed Products") in the Territory.
Licensee may only use the Trademarks in the exact manner set forth in Schedule
1. Any other use must be approved in advance in writing by Licensor. All rights
with respect to the Trademarks and all other trademarks, service marks and trade
names used by Licensor not specifically granted to Licensee in this Agreement
are reserved to Licensor.
2.2 Ownership. Licensee acknowledges that (a) Licensor owns the
Trademarks and all goodwill associated with or symbolized thereby, (b) Licensee
has no ownership right in or to any of the Trademarks, and (c) Licensee shall
acquire no ownership interest in or to any of the Trademarks, any other
trademarks, service marks or trade names used by Licensor by virtue of this
Agreement. Licensee shall do nothing inconsistent with Licensor's ownership of
the Trademarks and related goodwill and agrees that all use of the Trademarks by
Licensee shall inure to the benefit of Licensor. Licensee shall not use any of
the Trademarks or any other trademark, service marks or trade names used by
Licensor in any manner as a part of its business, corporate or trade name or
otherwise, except and unless expressly permitted hereunder.
2.3 Term. This Agreement shall commence as of April 1, 2006 (the
"Effective Date") and shall end on March 31, 2009 unless the License is renewed
in accordance with his Section 2.3 (the "Term"). If Licensee wishes to renew the
Term then between three (3) and (6) months of the expiration of the Term,
Licensee shall send Licensor written notice of its desire to renew this
Agreement for an additional three (3) year period pursuant the terms set forth
in Sections 4.2 and 5.2 herein. Such renewal shall be automatic if Licensee
meets the Minimum Sales Volume for the Sales Period ending on March 31, 2009 and
if Licensee is not otherwise in default, and Licensor shall send acknowledgement
of renewal within thirty (30) days of receipt. Otherwise, Licensor may in its
sole discretion accept or reject this proposal by written notice within thirty
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