|
|
|
|
Document Preview Exclusive Distribution Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Exclusive Distribution Agreement |
|||
|
Entities: |
||||
|
Date: |
2003 |
|||
|
Size: |
Preview shows 10KB of 64KB total |
|||
|
Price: |
$51 |
|||
|
ID: |
#380382 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
EXCLUSIVE DISTRIBUTION AGREEMENT
This Exclusive Distribution Agreement (this "AGREEMENT") dated as of
April 1, 2003 (the "EFFECTIVE DATE"), is entered into by and between FEDERATED
MERCHANDISING GROUP ("FMG"), an unincorporated division of Federated Department
Stores, Inc., a Delaware corporation ("FEDERATED"), and PRIVATE BRANDS, INC., a
California corporation ("PB").
R E C I T A L S
A. FMG specializes in, among other things, the procurement and marketing
of private brand apparel, accessories and other merchandise for retail
sale by the operating subsidiaries of Federated (the "FEDERATED
STORES") and other third-party clients throughout the United States and
elsewhere.
B. PB specializes in the sourcing, development, procurement and
importation of apparel and accessories.
C. PB holds an exclusive license in and to the trademark "American Rag
CIE" (the "TRADEMARK"), for use in the manufacture, distribution,
promotion, marketing and sale of certain clothing and apparel in the
United States, Canada and Bermuda (the "TERRITORIES").
D. FMG desires to purchase from PB merchandise bearing the Trademark for
retail or wholesale sales and distribution on an exclusive basis in the
Territories and PB desires to sell such merchandise to FMG pursuant to
an exclusive arrangement, on the Terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto agree as follows:
1. DEFINITIONS. Except as the context may otherwise require, the terms set
forth below shall have the meanings indicated below. Terms not defined
below shall have the meaning indicated elsewhere in the Agreement or,
if not defined in the Agreement, shall be given a definition most
appropriate to the context in which they appear.
1.1 DEFINED TERMS
o "AFFILIATE" means with respect to any Person, any
other Person that, directly or indirectly, through
one or more intermediaries, Controls, is Controlled
by or is under common Control with such specified
Person.
o "ANNUAL MINIMUM PURCHASE REQUIREMENTS" has the
meaning specified in SECTION 5.1.
{PAGE}
o "AUTHORIZED SELLERS" has the meaning specified in
SECTION 2.6.
o "CONTRACT QUARTER" means, the period commencing on
the Effective Date and ending on April 30, 2003, and
each period of three (3) successive calendar months
thereafter during the Term.
o "CONTRACT YEAR" means, the period commencing on the
Effective Date and ending on January 31, 2005, and
each period of twelve (12) successive calendar months
thereafter during the Term.
o "CONTROL" means, with respect to any Person, the
possession, directly or indirectly, of the power to
direct or cause the direction of the management and
policies of such Person, whether through the
ownership of securities, partnership interests or
other ownership interests, by contract, by membership
or involvement in the board of directors or other
management structure of such Person or otherwise.
o "CUSTOMER" means any end user who purchases the
Merchandise from an Authorized Seller.
o "EFFECTIVE DATE" is the date specified in the
introductory paragraph of this Agreement.
o "FEDERATED" means Federated Department Stores, Inc.
o "FEDERATED STORES" has the meaning specified in
paragraph A of the Recitals.
o "FMG" means Federated Merchandising Group, an
unincorporated division of Federated and a party to
this Agreement.
o "INITIAL TERM" has the meaning specified in SECTION
4.1.
o "INTERNATIONAL TRADEMARK CLASS" means a
classification of goods and services listed in the
most current copy of the INTERNATIONAL CLASSIFICATION
OF GOODS AND SERVICES FOR THE PURPOSES OF THE
REGISTRATION OF MARKS published by the World
Intellectual Property Organization.
o "LICENSE TERM" means the period during which PB holds
the license for the trademark, including any renewal
terms thereof.
o "MERCHANDISE" means men's, women's and children's
clothing bearing the Trademark, namely, pants,
shirts, jackets, skirts, blouses, coveralls,
underwear, shoes, belts and hats.
o "ORDERED MERCHANDISE" has the meaning specified in
SECTION 2.1.
2
{PAGE}
o "PB" means Private Brands, Inc., a California
corporation, a party to this Agreement.
o "PB LICENSE" means that certain exclusive license
agreement dated April1, 2003, between PB and the
Trademark Owner for the Trademark.
o "PERSON" means any individual, company (whether
general or limited), limited liability company,
corporation, trust, estate, association, nominee or
other entity.
o "RENEWAL TERM" has the meaning specified in SECTION
4.1.
o "SALES PROMOTION MATERIALS" means all advertisements,
in-store shop designs, fixture designs, packaging,
store signing, hangtags and any other artwork
associated with the Merchandise.
o "SEMI-ANNUAL PERIOD" means the period commencing on
the Effective Date and ending on July 31, 2004, and
each period of six (6) successive calendar months
thereafter during the Term.
o "TERM" has the meaning specified in SECTION 4.1, and
if the context requires, includes the Initial Term
and any Renewal Term.
o "TERRITORIES" means the United States, Canada and
Bermuda.
o "TRADEMARK" means "American Rag CIE" including the
correspondent U.S. trademark registration numbers and
trademark applications listed in EXHIBIT A attached
hereto and incorporated herein, and any Canada and
Bermuda common law trademark rights or future
registrations, if any, in each case exclusively
licensed by PB, as well as the right to utilize
derivations of "American Rag CIE" under the PB
License.
o "TRADEMARK OWNER" means American Rag CIE II, a
California corporation.
1.2 CONSTRUCTION. Except as the context may otherwise require, (i)
words of either gender include the other gender, (ii) words
using the singular or plural number also include the plural or
singular number, respectively, (iii) the terms "HEREOF",
"HEREIN", "HEREBY" and derivative or similar words refer to
this entire Agreement, (iv) the term "PARTY" means FMG or PB
as the context requires, and their respective officers,
directors, agents and representatives, (v) the term
"INCLUDING" means "INCLUDING, BUT NOT LIMITED TO", and (vi)
|
End of Preview |
Home Intelligence Services Subscriptions News About Us