Preview | Trademark Licensing Agreement |

Document Preview

Trademark Licensing Agreement

Click "Add to Cart" button to purchase document.
Documents are emailed immediately after purchase.
You can also browse documents by title, category, or company... or click here for help finding documents.

Title:

Trademark Licensing Agreement

Entities:

Inter Parfums, Inc.

Date:

2006

Size:

81KB total

Price:

$34

ID:

#1723745

► Licensing ► Licensing ► Trademark Licensing Agreements
► Consumer ► Personal & Household Products

Start of Preview

TRADEMARK LICENSING AGREEMENT

THE FOLLOWING PARTIES:

-	QS HOLDINGS SARL of L-1628 Luxembourg, 1, rue de Glacis, Duchy of Luxembourg and having a branch office at Rue Centrale 115, CH-2503 Biel, Bienne, Switzerland

-	represented by its Senior Vice-President, Mr Peter Bloxham Peter and hereinafter referred to as the "Licensor"

Party of the first part,

AND

INTER-PARFUMS, a "soci?t? anonyme" [type of company limited by Shares] whose registered office is located at 4, rond-point des Champs Elys?es, 75008 Paris, France, recorded on the Paris Companies Register ["RCS"] with number 350 219 382, represented by its Chairman and Chief Executive Officer, Mr Philippe Benacin, and hereinafter referred to as the "Licensee,"

Party of the second part,

After agreeing the following by way of prologue:

The Licensor, together with its parent and affiliated companies, is the owner of the trademarks "QUIKSILVER" and "ROXY" and the logos that are associated with them, including but not limited to the "Mountain & Wave" logo and the "Heart" logo that it registered as marks in various countries throughout the world and under which it has for many years now designed, developed, manufactured, distributed and promoted a vast line of clothing, accessories, sports equipment and associated products designed for a dynamic customer base that adopts a relaxed lifestyle, stemming from a board riding heritage, with an exclusive and upscale range.

The marks "QUIKSILVER" and "ROXY" and their associated logos have in the Licensor's field of business acquired a worldwide renown and the Licensor wishes to expand more into the area of cosmetics, skin care and perfumes.

For its part, the Licensee has a first-rate position on the world-wide market for perfume and cosmetics products, thanks to the resources and the long experience it has both in the field of design and development and in the field of communication and distribution.

In the scope of the negotiations between the Licensee and the Licensor, and in consideration of the beneficial effect that the joining of their respective forces will not fail to have on their businesses, the parties have examined the conditions under which the attribution of a licence for the perfumes to the Licensee could be done to their mutual benefit.

THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:

ARTICLE 1 - DEFINITIONS

1.1

The expression "Marks Granted" used in this Agreement refers, in addition to the names "QUIKSILVER" and "ROXY," the marks listed in Appendix 1 hereto applied to the "Products" as defined below and in the International Class 3 of mark filing, as well as to the names, abbreviations, symbols and other distinctive signs, that are currently or will in the future be associated with them at the initiative of the Licensor or at the proposal of the Licensee and explicitly accepted in writing by the Licensor.

1.2

The term "Products" means the perfume, cosmetic, toiletry and face-care and skin-care products including sun-care products, sold under one or more of the "Marks Granted" as described in Appendix 2 hereto, being expressly agreed upon that for present and future perfumes and deodorants for men the Licensor will exercise its rights according to the provisions of Section 2.3 hereafter.

1.3

The term "Territory" means all the countries in the world in which the Marks Granted are registered in International Class 3 or as approved by the Licensor in writing pursuant to Article 7.7, including Duty-Free sales zones. Attached in Appendix 1 of this Agreement is a list of the applications for marks and registrations of current marks of the Licensor in Class 3, by country and listing the designated products.

1.4

The expression "World-wide Net Sales" means, for the purposes of calculating the fees, the worldwide sales figure of the sale of the Products including invoicing of point-of-sale advertising, it being specified that this is the pre-tax amount of the sales invoiced by:

the Licensee to all its "retailers" (any sales outlet or space selling to the end consumer that is authorised to sell the Products), provided that if the sale is to a retailer owned or controlled by the Licensee the amount will be deemed to be that amount which the Licensee would have charged the retailer if the retailer was not owned or controlled by the Licensee;

the Licensee to the "independent distributors" (any independent company that is authorised to resell the Products by virtue of a written contract or by agreements with the Licensee to retailers in one or more countries). "Independent distributor" will mean any entity that is not controlled by the Licensee in the meaning used in the provisions of Article 233-3 of the French Commercial Code;

?	by local distributors or subsidiaries that are controlled by the Licensee in the meaning used in the provisions of Article 233-3 of the French Commercial Code, to retailers (any sales outlet or space selling to the end consumer that is authorised to sell the Products).

1.5

The expression "Launch of New Products" means the operations described in Appendix 3.

1.6

The expression "Advertising and Promotional Activities" means: only purchases of advertising space of any kind and in all media, the distribution of free products (samples, collateral) and the point-of-sale advertising, including promotional items. It also includes the following expenses: staff costs incurred in respect of selling or presenting the Products in shops, opening stands, participation in trade shows and shows and presentation areas of the Products.

1.7

The expression "point-of-sale advertising" (or "POS advertising") means: testers, miniatures (5 ml), samples (2 ml), counters, display units, signs, shopping bags and blotters.

ARTICLE 2 - LICENCE

2.1 The Licensor grants to the Licensee which accepts, as of the effective date of this Agreement by virtue of Article 11, below, an exclusive licence to use the Marks Granted, for designing, developing, manufacturing, selling, distributing and marketing the Products in the Territory, in accordance with the provisions and conditions of this Agreement. In this context, use of the term "exclusive" means that, for the entire term of this Agreement, the Licensor shall refrain from granting other licences pertaining to the creation, development, manufacturing and/or selling of the Products that carry the Marks Granted in accordance with Article 10.1.

2.2 The Licensee hereby explicitly undertakes to exploit its best efforts to promote, develop and expand sales of the Products in the Territory, so as to ensure continuous and growing knowledge of and demand for the Products in and through each of the countries in the Territory.

The Licensee also explicitly hereby undertakes to manufacture or cause to be manufactured sufficient quantities of Products up to the term of this Agreement so as to satisfy the demand for the Products and to promote the Products by all appropriate, modern, significant and effective advertising means.

2.3 The Parties agree than as pertains to the special case of perfumes and deodorants (eaux de toilette and eaux de parfums, lotions, after-shave balms and deodorants) for men under the "QUIKSILVER" brand, the exercise of the rights granted above in Article 2.1 is subject to the Licensor's prior consent being obtained, it being specified that the Licensor shall freely decide on the action to be taken in response to the request from the Licensee to create such a product.

2.4 Since this Agreement is strictly personal between the Licensor and the Licensee, neither party is consequently authorised to assign or transfer to any third party whatsoever all or part of its rights or obligations arising out of this Agreement, with the exception of the Licensor, which may freely transfer or assign the rights arising out of this Agreement to any entity that belongs to the Quiksilver Group according to Section L.233-3 of the Code de Commerce, on condition that such transfer or such assignment maintains for the Licensee the same rights over the Marks Granted by virtue of the present Agreement. Furthermore, since the rights granted to the Licensee by this Agreement are strictly personal and non-transferable and non-assignable, the Licensee undertakes not to grant total or partial sub-licences of its rights granted under this Agreement, and undertakes not to provide as collateral, not to pledge or grant any right drawn from this Agreement to any third party whatsoever.

ARTICLE 3 - BASIC PRINCIPLES

3.1 The Licensee, in coordination with the Licensor and subject to the Licensor's consent, will have the choice of sub-contractor, the initiative and the direction of manufacture of the Products of this Agreement for which it will solely assume responsibility under the conditions expressed below.

3.2 The Licensee, in cooperation with the Licensor, will also have the choice of service provider (creators of perfumes, bottle designer, pouch designer, etc.), the initiative and the responsibility for the creation, after the general direction of that creation has been defined with the Licensor, all of this in the general context described in this Article and in the scope of the universe that is exclusive to the QUIKSILVER and ROXY brands.

3.3 The Licensee is authorised, totally at its own liability, to entrust distribution of the Products to any independent companies and/or subsidiaries controlled by the Licensee and undertakes to ensure that such companies/subsidiaries comply with the terms of this Agreement.

3.4 As a result of the foregoing, the Licensee undertakes to comply with, and to ensure that its associates constantly comply with, in all its actions and initiatives, the image of quality, of high class and of originality associated with the Marks Granted, particularly as concerns the quality of the Products of this Agreement, their creative aspect, their publicity, their promotion and their distribution. The Licensee will comply without delay with any reasonable instruction from the Licensor pertaining to the manner and form of use of the Marks Granted.

3.5 The Licensee undertakes to comply, and to ensure that its employees, representatives, agents, authorised agents and/or assigns, as well as its affiliates and sub-contractors will comply, for the term of this Agreement, with all the laws and regulations in effect on the Territory concerning the purpose hereof.

3.6 In this connection, the Licensee represents, in its own name and on behalf of all its affiliates, that all the insurance policies required for performing the subject of this Agreement have been and will be taken out and paid in the lawful manner and maintained in full force and effect at all times. As concerns the civil liability policies, the Licensee undertakes to take out such a policy covering its activities under this Agreement for an amount that is adequate and sufficient and in line with the norms and usual business practices of the industry and having regard to the nature of the Products.

The Licensee also undertakes to include the Licensor and its affiliates, as well as their managers, chairmen, employees, officers and contactors as additional named insured beneficiaries.

The Licensee also undertakes to supply the Licensor with an insurance certificate of currency once this Agreement is executed and at any reasonable request made by the Licensor.

3.7 The Licensee, for the term hereof, shall refrain from using as a business name or corporate name, by any of the entities in which it may have a direct or indirect equity holding or control, any of the Marks Granted, and more generally the names "QUIKSILVER" and/or "ROXY" and the related logos.

3.8 The parties agree that the good name and renown of "QUIKSILVER" and "ROXY" and the other Granted Marks in the Licensor's field of business is a significant factor of these marks. In this perspective, the Licensor and the Licensee both attach paramount importance to ensuring that in all fields the upscale, quality and exclusive-style image attached to the "QUIKSILVER" and "ROXY" marks and the other Granted Marks is and should be permanently respected.

In this perspective, the Licensor undertakes to maintain the good name and renown of the names "QUIKSILVER" and "ROXY" in its exclusive field, so as to regularly support the Licensee in its efforts to position the "QUIKSILVER" and "ROXY" marks on the markets of beauty products and perfumes.

ARTICLE 4 - CREATION, MANUFACTURE, DISTRIBUTION

4.1 The Licensee will be responsible at its own cost and expense for creating, designing, developing and manufacturing the Products, in compliance with the principles stated in Article 3, above, and subject to the Licensor's prior written approval.

4.2 The Licensee shall take on the entire task of designing, developing and manufacturing the Products on a world-wide and exclusive basis. The Licensee undertakes to create and market products of great quality of design, execution and aesthetics on the international market for beauty and perfume products of a standard of style and quality that is comparable to the brands listed in Appendix 6. The Licensee will solely be responsible for complying with any relevant laws and regulations in each country of the Territory and will obtain any regulatory approval, customs clearance and authorisation that may be necessary for designing, manufacturing, promoting, distributing and selling the Products (including but not limited to the packaging of the Products).

4.3 Creation of the Products and of the advertising visual:

The creation of the Products and of the advertising visuals concerning these Products must occur in a consistency of style that is exclusive to the "QUIKSILVER" and "ROXY" universe, and to guarantee this consistency, the Licensee will involve the Licensor, whose approval will be required, with all the stages of the creation and development, it being specified that in all circumstances the parties will make their best efforts to cooperate so as to end up with a shared project, and it being understood that the Licensor reserves the right of final approval of the creation?s project and the advertising visual for the Products.

For any Product creation, the Licensee will seek the prior written consent of the Licensor on the project to the following major stages:

?	Development of the Product concept;

?	Production of the briefs for the creators (design and perfume) giving them work instructions;

?	Development of the design of the bottle;

?	Development and choice of the liquor;

?	Development and choice of the packaging;

?	Choice of the Product's name;

?	The concept of the advertising visual and page mock-ups relating to the new Product planned and intended for advertising.

4.4. Industrial development or technical development of the Products:

The Licensee undertakes to ensure that the Products are manufactured according to the industry's quality standards so that they are in conformity with the upscale style of the environment of "QUIKSILVER" and "ROXY" and the other Granted Marks.

In particular, the manufacture of the Products and the disposal of any surplus or waste raw materials, ingredients or Products must be in conformity with all laws and regulations, and health and safety standards, in all the countries comprising the Territory, and must, in particular, respect the environment, and the Licensee must not test any Products, ingredients or raw materials on any animals.

Furthermore, the manufacture of any Product must be in conformity, and the Licensee shall do its best efforts that all the factories and sub-contractors that it will use are also in conformity, with the provisions of the "Quiksilver Ethical Standard of Trade" (Quest Code), that is reproduced in Appendix 7 hereto.

The Parties agree that the Licensee will retain control over all the technical stages of the industrial development. It will be free to select the suppliers of the packaging items (moulds, lids, pumps, pouches, spacers, labels, etc.), it being understood that prior to any commencement of manufacture, the Licensee will seek the prior written consent of the Licensor, which will be given as quickly as possible.

The Licensor may, subject to reasonable advance notice sent to the Licensee and at the reasonable costs of the Licensee, during regular opening hours, inspect any production units, including the production units of sub-contractors, suppliers, etc., of the Licensee where any Product is produced, to enable the Licensor to verify that the Licensee is complying with the provisions of this Agreement concerning the type and quality of Products and the use of any one of the Marks Granted in relation to the Products.

The Licensee will send the Licensor for information purposes, within a reasonable time prior to the launch of each Product or new line of Products of this Agreement, samples or mock-ups of the Products in question, with their packaging, for the Licensor's prior written consent.

End of Preview

Home Intelligence Services Subscriptions News About Us