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Exhibit
10.1
Trademark
License Agreement
This
Trademark License Agreement (this “Agreement”) is made as of February 19,
2008, between George Foreman Ventures LLC (“Licensor”), on the one hand, and
George Foreman and George Foreman Productions, Inc. (collectively, “Licensee”
and together with Licensor, the “Parties”), on the other hand.
Section
1 Definitions.
1.1 The
Property: The name, image, signature, and likeness of the celebrity George
Foreman (approved as herein provided).
1.2 The
Articles: Personal Care Products, which are defined as "All
products used for massaging, personal and oral hygiene, cosmetics, fragrances,
skin care, hair care, health diagnostics, muscle and joint health products
(non-ingestible), but specifically excluding any exercise equipment.”
1.3 The
Territory: United States and Canada.
1.4 Advertising
Materials: Any artwork, labeling, packaging, design, copy, text, and other
promotional or advertising material of any sort, utilizing the
Property.
1.5 Products:
Articles manufactured and sold utilizing the Property.
Section
2 Grant
and Services.
2.1 Licensor
hereby grants to Licensee the exclusive license during the Term, to use the
Property in connection with the manufacture, distribution, sale, advertising,
promotion and other exploitation of the Products throughout the
Territory.
2.2 The
Term
hereof shall be the period commencing on the effective date hereof and
continuing for ten (10) years thereafter. Provided Licensee is not in default
of
this Agreement, Licensee shall have the right to extend the term of this License
for ten (10) additional years upon written notice to Licensor prior to the
termination of this License.
Section
3 Consideration.
3.1 In
consideration of the license granted herein, and provided Licensor is not in
material breach hereof, (a) Licensee shall provide or cause to be provided
to
the Licensor, its affiliate(s) or any licensee(s) thereof, the personal services
of George Foreman for three (3) additional days per year (in addition to any
such personal services previously agreed to be so provided) which additional
personal services, for the avoidance of doubt, are more fully described in
the
Services Agreement of even date herewith between Licensor and
Licensee.
Section
4 Compliance. The
Products shall be manufactured in compliance with the
following:
4.1 All
requirements of the Fair Labor Standards Act, as amended (the AFLSA"),
and
all regulations and orders of the U.S. Department of Labor issued in accordance
thereof;
4.2 Federal,
state and local laws pertaining to child labor, minimum wage and overtime
compensation; and
4.3 With
respect to Products (including components thereof) manufactured outside the
United States, the wage and hour laws of the country of manufacture and without
the use of child, prison or slave labor.
Section
5 Representations
and Warranties.
5.1 Licensor
represents and warrants that it is fully authorized to enter into and perform
this Agreement.
