EXHIBIT 10.2
JL SWEDEN SERVICES AGREEMENT
This Services
Agreement (this
"AGREEMENT")
is made and entered
into
effective as of July 1, 2008 (the "EFFECTIVE DATE"), by and between
J. Lindeberg
AB, a Swedish company
("JL SWEDEN") and J.
Lindeberg USA, LLC, a California
limited
liability company
("COMPANY").
JL Sweden and the Company are
collectively referred to herein as the "PARTIES".
RECITALS
A. The Company
was formed by Bella
Rose, LLC, a
California
limited
liability company ("BR"), and a wholly-owned subsidiary of People's
Liberation,
Inc., a Delaware corporation, and J. Lindeberg USA Corp, a New
York corporation
("JLUS"), and a
wholly-owned
subsidiary of JL Sweden, on June 27, 2008, by the
filing of the Articles with the Office of the Secretary of State of
the State of
California.
B. Concurrently
herewith, the Company, BR and JLUS are entering into a
Limited Liability
Company Agreement (the
"OPERATING AGREEMENT")
to govern the
relationship between
BR and JLUS and the affairs of the Company and the conduct
of its business,
including its management and distribution of profits and
losses.
C. The Company
and JL Sweden desire to enter into this Agreement
pursuant to
which JL Sweden will, among other things, provide for the
factory-direct
purchase by the Company of J. Lindeberg(TM) branded apparel on
terms no less
favorable to the Company then terms received by JL Sweden or its
Affiliates for the same or substantially the same merchandise.
NOW, THEREFORE, for
good and valuable
consideration, the
receipt and
sufficiency of which
are hereby
acknowledged,
the Parties hereto agree as
follows:
Section 1.
Services
1.1 DESIGN.
During the Term, at the time during each season when a
new collection of J.
Lindeberg(TM) branded
apparel is first
marketed for sale to apparel wholesalers and retailers, JL
Sweden shall make
available to Company
for purchase all such
new collections
and shall provide to Company the
technical
specifications for
such new collections, in the format
provided or agreed to by the Company.
1.2 PRODUCT
LOCALIZATION SERVICES.
During the Term, upon
written
request from Company,
JL Sweden agrees to
modify, adapt and
otherwise facilitate
the preparation of J. Lindeberg(TM)
branded apparel for
sale by the Company in the United States
and the marketing
thereof in accordance
with technical and
other specifications provided by Company to JL Sweden. For any
such services provided
after August 31, 2009, JL Sweden shall
invoice Company,
and the Company shall
pay, for such product
localization services
at prevailing market prices to be
negotiated in good faith and agreed upon by the Parties.
1.3
PROCUREMENT OF J.
LINDEBERG(TM) BRANDED
APPAREL. During
the
Term, JL
Sweden will provide for and facilitate the
factory-direct purchase by Company of J. Lindeberg(TM) branded
apparel on terms,
including at prices (which prices shall not
include transfer
pricing), no less
favorable to Company than
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terms received by JL
Sweden or its affiliates for the same or
substantially
the same
merchandise.
JL Sweden will
additionally
facilitate, to the
extent practically possible,
the direct shipment
from factory to a location designated by
Company of all purchased J. Lindeberg(TM) branded apparel. JL
Sweden shall provide
Company all
reasonable
and necessary
support in achieving the objectives outlined in this SECTION
1.3, which shall
include, by way of example, to the extent
practically possible
notifying Company at least sixty (60)
days prior to JL Sweden's placement of a purchase order for J.
Lindeberg(TM) branded apparel with the factory so that Company
may include
in JL Sweden's purchase order any units of J.
Lindeberg(TM) branded apparel that Company desires.
1.4 MARKETING
SERVICES. During the Term, JL Sweden shall
provide
look-books on a seasonal basis as well as all global marketing
materials developed by JL Sweden for the Company to use in the
United States in
connection with the
marketing,
promotion,
advertising,
distribution, and
sale of J. Lindeberg(TM)
branded apparel;
provided, however,
that JL Sweden shall not
be required to provide marketing materials if the use of such
marketing materials in the United States would infringe on the
rights of any third
parties. JL Sweden shall invoice the
Company for
all copying charges associated with the
reproduction of such look-books and global marketing materials
provided to Company by JL Sweden, and the Company shall pay
such invoices within thirty (30) days.
The services
performed by JL Sweden for Company
pursuant to the terms
hereof
shall be in addition
to, and shall not otherwise affect JL Sweden's own
responsibilities for
Company's operations
resulting from JL
Sweden's indirect
ownership of 50% of Company's equity interests.
Section 2.
PERFORMANCE AND AUTHORITY.
2.1 STANDARD
OF CARE. JL Sweden
shall provide the services set
forth in SECTION 1 (the "SERVICES") in a timely and current
manner, consistent
with standards, methods and procedures
conforming wi
