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
A FLSA"
),
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.
5.2
Licensee
represents and warrants that it is fully authorized to enter
into and perform this Agreement.
5.3
Licensor
and Licensee agree to defend, indemnify and hold each other
harmless against any and all loss, damage and expense,
including attorneys fees and costs arising out of any claims
that may be instituted against them by reason of any breach or
alleged breach of their respective warranties,
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