EXCLUSIVE INDEPENDENT CONTRACTOR REPRESENTATION AGREEMENT

 

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                                                                   EXHIBIT 10.35

 

                        EXCLUSIVE INDEPENDENT CONTRACTOR

                            REPRESENTATION AGREEMENT

 

      THIS AGREEMENT, made as of the 1ST day of January, 2003, between Deckers

Outdoor Corporation a corporation organized and existing under the laws of the

state of California, with offices at 495-A S. Fairview Ave., Goleta, CA 93117

(hereinafter referred to as "LICENSOR") and BHPC Marketing, Inc., a corporation

organized and existing under the laws of the state of California, with offices

at 27129 Calle Arroyo, Suite 1821, San Juan Capistrano, California, 92675,

United States of America (hereinafter referred to as "CONTRACTOR").

 

                                   WITNESSETH:

 

      WHEREAS, LICENSOR is the owner with the right to grant licenses of the

TEVA logo (the "Trademark");

 

      WHEREAS, LICENSOR desires to grant licenses for the use of the Trademark;

 

      WHEREAS, LICENSOR wishes to appoint CONTRACTOR as its exclusive agent in

order to effectuate the licensing of the Trademark worldwide (the "Territory");

 

      WHEREAS, CONTRACTOR has had extensive experience in merchandising a

variety of products and wishes to assist in the development and exploitation of

the Trademark in association with high quality reputable products.

 

      NOW, THEREFORE, in consideration of the premises and the mutual promises

hereinafter set forth, the parties agree as follows:

 

1.    RIGHT TO REPRESENT

 

      A.    LICENSOR hereby grants to CONTRACTOR, for the term of this

            Agreement, the exclusive right to represent LICENSOR in the

            Territory in the securing and implementation of a plan to utilize

            third party licensees (the "Licensee(s)") to design, manufacture,

            import, distribute, advertise, promote, ship and sell various

            products in the Territory which bear or otherwise incorporate the

            Trademark (the "Licensed Product(s)") for Products not produced by

            the LICENSOR.

 

      B.    Nothing contained in this Agreement shall be construed as an

            assignment or grant to CONTRACTOR of any right, title or interest in

            or to the Trademark, it being understood that all rights relating to

            the Trademark are expressly reserved by LICENSOR.

 

 

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2.    TERM

 

      A.    This Agreement shall commence upon the date hereof and shall

            terminate and expire on December 31, 2004, unless terminated sooner

            pursuant to the provisions of this Agreement.

 

      B.    If no renewal term is entered into, in writing, by said expiration

            date, then this Agreement will be considered terminated.

 

3.    DUTIES OF CONTRACTOR

 

      A.    CONTRACTOR shall use its best efforts during the 1st Contract Year

            of January 1, 2003 through December 31, 2003 to find and submit to

            LICENSOR for its approval six (6) qualified potential Licensees with

            signed "Deal Memos" in the following categories: men's wear, women's

            wear, hosiery, eyewear, watches and luggage/soft bags. If CONTRACTOR

            does not produce six (6) qualified Licensees as described above,

            then CONTRACTOR agrees to represent LICENSOR on a non-exclusive

            basis.

 

      B.    Subject to the conditions herein specified, the CONTRACTOR shall use

            its best efforts during the term of this Agreement to find and

            conclude business arrangements with the Licensees which are deemed

            advantageous by LICENSOR. CONTRACTOR shall exercise the rights

            granted hereunder as an independent contractor and shall maintain an

            office and active organization at its sole expense to carry out

            CONTRACTOR's duties and obligations hereunder.

 

      C.    CONTRACTOR shall submit each proposed Licensee to LICENSOR for

            LICENSOR's prior express written approval. CONTRACTOR shall also

            submit to LICENSOR such information regarding the financial

            condition of the proposed Licensee as shall be reasonably requested

            by LICENSOR, including, but not limited to, annual reports of the

            proposed Licensee, as well as catalogs or products manufactured and

            sold by the proposed Licensee. LICENSOR may withhold its approval of

            any proposed Licensee, or License Agreement, or any other

            arrangement in its absolute and sole discretion, for any reason. If

            LICENSOR shall approve of a proposed Licensee and License Agreement,

            the form of such License Agreement shall be subject to any changes

            LICENSOR may require. LICENSOR shall be a party to all such License

            Agreements. Each such License Agreement shall require a signature on

            behalf of LICENSOR. No License Agreement shall be binding upon

            LICENSOR, or be of any legal effect whatsoever, until it has been

            executed on behalf

 

 

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            of LICENSOR by a duly elected and authorized officer of LICENSOR.

            With respect thereto, CONTRACTOR shall advise each proposed Licensee

            that it may not commence the use of the Trademark until the proposed

            Licensee has received a fully executed copy of the License Agreement

            between LICENSOR and the proposed Licensee.

 

      D.    It is understood and agreed by LICENSOR that CONTRACTOR may render

            other and similar services on behalf of other clients or with

            respect to its own trademarks and nothing contained in this

            Agreement shall preclude CONTRACTOR from rendering such services.

 

      E.    In furtherance of CONTRACTOR's duties and obligations as herein

            specified, CONTRACTOR agrees to and will:

 

            i.    Seek out potential Licensees for the Trademark qualified in

                  terms of financing, manufacturing, and marketing quality

                  Licensed Products in the product and geographic areas for

                  which a license will be granted. This includes an in-depth

                  review of the proposed Licensee's position in the industry

                  involved.

 

            ii.   Negotiate on behalf of LICENSOR the business terms and

                  conditions of a License Agreement ("License Agreement") which

                  is subject to the LICENSOR'S approval in its sole and absolute

                  discretion.

 

            iii.  Monitor and oversee the licensing program with the Licensees

                  to insure that the Licensee's royalties, minimums, sales

                  reports and other required documentation are being promptly

                  submitted.

 

            iv.   Review each of the Licensee's Licensed Products,

                  advertisements and promotional materials relating to the

                  Licensed Products to insure that the quality control

                  provisions and Trademark usage provisions of the respective

                  License Agreement are being observed; and to insure that the

                  Licensee's promotional, advertising and sales programs are

                  being carried out in compliance with the respective License

                  Agreement.

 

            v.    If necessary, with the express prior written authorization of

                  LICENSOR, conduct a personal visit to the Licensee's

                  manufacturing facilities to insure that the provisions of the

                  License Agreement are being observed; and to submit to

                  LICENSOR a written report after each of said visits.

 

            vi.   Conduct a comprehensive review of the product categories and

                  markets to determine the appropriate mix of Licensed Products

                  and a targeted approach for market entry.

 

            vii.  Develop proposed standard license agreement forms and other

                  forms for the efficient administration of the licensing

                  program.

 

      F.    CONTRACTOR shall not use the Trademark, in any manner, directly or

            indirectly, or

 

 

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            in whole or in part, except to the manner and to the extent

            consistent and necessary to complete the goals and objectives of

            this Agreement. For any other use, CONTRACTOR shall obtain

            LICENSOR's specific consent in writing. Upon termination of this

            Agreement, CONTRACTOR shall discontinue all use of the Trademark and

            shall return to LICENSOR all facsimiles of any products manufactured

            or distributed under any such Trademark.