Exhibit 10.108
INTELLECTUAL PROPERTY LICENSE
AGREEMENT
This Intellectual Property License
Agreement (“ Agreement ”) is dated as of the
14 th day of December, 2004, by and among
WYNN RESORTS HOLDINGS, LLC, a Nevada Limited Liability Company
(hereinafter “ Holdings ”), WYNN RESORTS,
LIMITED, a Nevada corporation (hereinafter “ Limited
”) and Wynn Las Vegas, LLC, a Nevada limited liability
company (hereinafter “ Licensee ”). Holding and
Limited are collectively referred to herein as “
Licensor ”.
RECITALS
A. Holdings is the owner or
exclusive licensee with the right to license and/or sublicense
certain marks and works as defined herein that are listed and
described in attached Schedule A , and is the licensee of
other third party rights and works as defined herein that are
listed and described in attached Schedule B , and certain
trade secrets, data and know-how that are listed and described in
attached Schedule C (hereinafter, collectively, the “
Holdings Intellectual Property ”).
B. Limited is the sole member of
Holdings and is the owner of certain trade secrets, data, know-how
and other intangible property that are listed and described in
attached Schedule C (hereinafter, collectively the “
Limited Intellectual Property ”). The Holdings
Intellectual Property and the Limited Intellectual Property are
collectively referred to herein as the “ Licensed
Property .”
C. Holdings is the Sole member of
Licensee, which was established to own and operate one or more
hotel casino resorts in Las Vegas, Nevada (the “ Las Vegas
Operations ”).
D. In order to successfully design,
build, market, advertise, promote and operate the Las Vegas
Operations, Licensee desires to license the Licensed Property from
Licensor pursuant to the terms and conditions set forth in this
Agreement.
Now, therefore, in consideration of the
foregoing and the mutual promises contained herein, the parties
have agreed as follows:
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1.
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License . Licensor hereby grants the following licenses
to Licensee at the location specified herein.
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1.01
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Licensor grants
to Licensee a nonexclusive license and/or nonexclusive sublicense
to use the marks listed in Schedule A , attached hereto, in
connection with the operation, advertising, promotion, distribution
and services of the Las Vegas Operations. Licensor in its
reasonable discretion, by written notice to Licensee, may add
additional marks to Schedule A , provided that Licensee is
not charged a fee for the use of such marks. In addition,
Schedule A shall be deemed to exclude any marks that have
been abandoned. The foregoing licenses granted in this Paragraph
1.01 shall hereinafter be known as the “ Trademark
License .”
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1.02
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Licensor grants
Licensee a non-exclusive sublicense to the works listed in
Schedule B , attached hereto, in connection with the
operation, advertising, promotion, distribution and services of the
Las Vegas Operations. The foregoing licenses granted in this
Paragraph 1.02 shall hereinafter be known as the “
Copyright and Persona License .”
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1.03
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Licensor grants
to Licensee a non-exclusive license to use the data, trade secrets
and know-how listed in Schedule C , attached hereto,
developed by Licensor and its employees, officers, directors and
representatives, and such future items as may be provided from time
to time for use in connection with the operation, advertising,
promotion, distribution and services of the Las Vegas Operations.
Licensor shall pay all costs associated with the development of
such data, trade secrets and know-how and shall also be responsible
for providing Licensee updates or upgrades to such materials.
Licensee shall reimburse all installation and/or training costs
incurred by licensor in connection with providing Licensee such
information. The foregoing license shall hereinafter be known as
the “ Trade Secret and Know How License
.”
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1.04
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Licensee shall
not have the right to grant sublicenses hereunder.
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1.05
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Notwithstanding
the foregoing, Licensee shall have the right to permit persons
other than Licensee to produce and manufacture promotional products
or the packaging thereof for Licensee consistent with the quality
standards and other requirements of this Agreement. Licensee will
identify its products and manufacturers for the products to
Licensor upon request. Licensee agrees that any person or entity
permitted to manufacture such products shall be prohibited from
manufacturing, producing, selling, distributing, or shipping
products other than to Licensee or Licensor. Licensee further
agrees to enforce such prohibition at its own expense and upon
reasonable demand by Licensor.
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2.
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License Term
and Location .
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2.01
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This Agreement
shall be effective as of December 14, 2004, and shall continue as
to all non-expired and non-terminated locations, or until otherwise
terminated under the provisions of this Agreement.
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2.02
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This Agreement
is specific to Licensee’s operations located in Las Vegas,
Nevada, but shall include the right to use the Licensed Property in
all advertising, promotion and marketing materials worldwide and in
any and all media now known or hereafter devised.
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3.01
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Licensee agrees
that the facilities, amenities, services and goods covered by this
Agreement will be of exceptional quality and that such amenities,
services and products will be designed, manufactured, sold and
distributed in full and complete compliance with all applicable
laws. To this end, Licensee shall, upon Licensor’s written
request, permit Licensor to inspect and approve the facilities and,
upon Licensor’s written request, any and all advertising,
promotion, public relations material, merchandise, or promotional
products (“ Product Sample ”) before manufacture
or production. Any Product Sample that contains any of the Licensed
Property submitted to Licensor, if any, shall be deemed approved
unless Licensor disapproves the same in writing within thirty (30)
days after receipt by Licensor. In the event that Licensor notifies
Licensee in writing that it disapproves of any particular use of
the Licensed Property, whether or not it had been previously
submitted to Licensor for approval or approved by Licensor,
Licensee shall promptly phase out and cease such usage.
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3.02
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All promotional
items and products manufactured or assembled outside of the United
States shall be marketed in accordance with prevailing U.S. Customs
and Federal Trade Commission laws, rules and regulations and other
applicable laws, rules and regulations. To the extent that
Licensor’s obligations for quality control with and from its
third party licensors may vary from time to time, Licensee agrees
to accept and comply, upon reasonable written notice, with such
quality control provisions as may be required under
Licensor’s license agreements with third parties from whom
Licensor has obtained the rights to the Licensed
Property.
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3.03
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Licensee
acknowledges that providing substandard services or products would
have an adverse effect upon the reputation of Licensor and any
third party from whom Licensor has obtained the rights, including
but not limited to the parties to the agreements listed on
Schedule B . Accordingly, Licensee agrees not to offer
amenities or facilities of less than the highest quality standards
or to sell defective products (seconds) which bear the marks of the
Licensed Property.
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3.04
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Licensee agrees to operate the
Las Vegas Operations in a manner which meets or exceeds the
following minimum quality standards: (a) the business shall be
operated in compliance with all applicable local, state and federal
laws and regulations, including, but not limited to, health,
safety, fire and business codes, tax laws, gaming laws and labor
codes; (b) the business shall maintain all applicable
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business licenses, including, but
not limited to, business, alcohol, and gaming; (c) the business
shall be conducted in a professional and reputable manner
reasonably free from consumer complaints; (d) the premises shall be
maintained in a pristine manner, consistently neat, clean and in
proper repair and décor, in a highly sanitary condition, and
all food and beverage services shall maintain the highest possible
rating for cleanliness established by the governing entity for the
site; (e) the business shall be operated in a manner that does not
tarnish or diminish
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