Exhibit
10.134: Certain confidential information in this Exhibit 10.134 was
omitted and filed separately with the Securities and Exchange
Commission (“SEC”) with a request for confidential
treatment by Inter Parfums, Inc.
(1)
PAUL SMITH LIMITED
(2)
INTER PARFUMS S.A.
(3)
INTER PARFUMS INC.
LICENCE
AGREEMENT
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Cumberland Court
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80 Mount
Street
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Nottingham NG1
6HH
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United
Kingdom
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DX 10039
Nottingham 1
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Direct Fax: +44
(0)115 859 9612
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Switchboard:
+44 (0)115 9369369
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www.freethcartwright.co.uk
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1.
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DEFINITIONS AND
INTERPRETATION
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1
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2.
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GRANT
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5
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3.
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VALIDATION
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5
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4.
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COMMENCEMENT
AND DURATION
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5
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5.
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FINANCIAL
PROVISIONS
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6
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6.
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LICENSEE'S
COVENANTS
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8
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7.
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LICENSOR'S
COVENANTS
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9
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8.
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APPLICATION OF
THE TRADEMARKS
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10
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9.
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TITLE AND
GOODWILL
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11
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10.
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TRADE MARK
REGISTRATIONS
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11
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11.
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REGISTRATION OF
PERMITTED USER
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11
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12.
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DUTIES OF THE
PARTIES
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11
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13.
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QUALITY CONTROL
AND APPROVAL PROCEDURES AND INTELLECTUAL PROPERTY RIGHTS
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12
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14.
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MANUFACTURE OF
THE LICENSED PRODUCTS
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13
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15.
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ADVERTISING AND
PROMOTION
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13
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16.
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SALES PROMOTION
AND DISTRIBUTION
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14
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17.
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COMPLIANCE WITH
APPLICABLE LAWS
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15
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18.
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INDEMNITIES
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15
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19.
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INFRINGEMENT
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16
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20.
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DISCLOSURE AND
CONFIDENTIALITY
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16
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21.
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ASSIGNMENT
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17
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22.
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SUB-LICENSING
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19
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23.
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INSURANCE
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20
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24.
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GUARANTEE
PROVISIONS
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20
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25.
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TERMINATION
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20
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26.
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EFFECT OF
TERMINATION
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22
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27.
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SUPERVENING
LAWS AND FORCE MAJEURE
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23
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28.
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SEVERANCE
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23
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29.
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THIRD PARTY
RIGHTS
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24
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30.
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MISCELLANEOUS
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24
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31.
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LAW AND
JURISDICTION
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25
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EXHIBIT A
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26
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The Countries
where the Trademarks are currently registered in respect of
fragrances
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26
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EXHIBIT B
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32
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List of
currently approved distributors
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32
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THIS
AGREEMENT is made the
3rd day of July 2008
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(1)
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PAUL
SMITH LIMITED a
corporation duly organised and existing under the laws of England
with registered number 1170719 whose registered office is at
Riverside Buildings Riverside Way Nottingham England (the "
Licensor ") and
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(2)
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INTER
PARFUMS S.A. a
corporation duly organised and existing under the laws of France
with its principal office at 4 Rond Point des Champs Elysees, 75008
Paris (B350 219 382) (the " Licensee ");
and
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(3)
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INTER
PARFUMS INC . a
corporation duly organised and existing under the laws of Delaware
with its principal office at 551, 5 th Avenue New York
NY 10176 (the " Guarantor ”)
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The Licensor
designs and manufactures quality clothing and accessories in the
United Kingdom and in other countries.
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The Licensor
has the right to use and to license others to the Trademarks
consisting of " PAUL SMITH " and " PS PAUL
SMITH " used alone and in a logo design in the Territory
which are (at the date of this Agreement) registered in respect of
fragrances in the United Kingdom and in the other countries
specified in Exhibit A.
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The Licensee
manufactures and sells perfumes and fragrances throughout the
world.
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The Licensor
and the Licensee had executed a former Licence agreement dated 4
th December 1998 whereby the Licensee is granted
exclusive rights to manufacture, advertise, distribute and sell
fragrances under the “Paul Smith” trademarks. The said
agreement expires on 31 st December 2011 and on the
basis of which the Licensor and the Licensee have reached an
agreement regarding the renewal of the former Licence Agreement of
4 th December 1998.
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The Licensee
wishes to continue to use the “Paul Smith” trademarks
to manufacture, advertise, promote and sell fragrances under the
Trademarks in the Territory.
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The Licensor is
prepared to grant and the Licensee to take a licence in the
Territory to manufacture, advertise, promote and sell fragrances
under the Trademarks on the terms of this Agreement.
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DEFINITIONS AND INTERPRETATION
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In this
Agreement the following words and phrases shall have the following
meanings unless the context clearly requires otherwise:-
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"Affiliated
Distributor" distributors
of the Licensee in which either the Licensee or the Guarantor
either holds more than [-----] 1
of the share voting rights or otherwise has effective
control.
1 Confidential information omitted and filed
separately with the SEC with a request for confidential treatment
by Inter Parfums, Inc. No. 10.134.1.
"
Business " that part of the business of the
Licensee which involves the manufacture and/or distribution of the
Licensed Products (or any part or parts
thereof).
"Business Day"
shall mean any
day which is not a Saturday not a Sunday and not a recognised
public holiday in either the Licensor's or the Licensee's
country.
"Calendar Half"
shall mean a
six monthly period commencing on the first day of either of the
months of January or July in any year.
"Calendar Quarter"
shall mean a
three monthly period commencing on the first day of each of the
months of January, April, July and October in every Contract
Year.
"Commencement Date"
means the date
on which this Agreement comes into force as stated in Clause
4.1.
"Contract Year"
shall mean
each of the following years:-
The period
from 1 January 2011 to 31 December 2011
The period
from 1 January 2012 to 31 December 2012
The period
from 1 January 2013 to 31 December 2013
The period
from 1 January 2014 to 31 December 2014
The period
from 1 January 2015 to 31 December 2015
The period
from 1 January 2016 to 31 December 2016
The period
from 1 January 2017 to 31 December 2017
"Force
Majeure" means any
circumstances not foreseeable at the date of this Agreement and not
within the reasonable control of the party in question including,
strikes, lockouts, shortages of labour or raw materials, civil
commotion, riot, invasion, war, threat of or preparation for war,
fire, explosion, storm, flood, earthquake, subsidence, epidemic or
other natural physical disaster.
"Intellectual Property
Rights" means all
copyrights, registered and unregistered design rights, patents,
trademarks and all other rights.
"Licensed
Products" means Products
sold or offered for sale under or by reference to the Trademarks
pursuant to this Agreement.
"
Minimum Royalty " shall
mean:-
(a)
in the First
Contract Year, a Royalty of at least [
-----] 2
Euro;
(b)
in the Second
Contract Year, a Royalty of at least [
-----] 3
Euro;
(c)
in the Third
Contract Year, a Royalty of at least [
-----] 4
Euro;
(d)
in the Fourth
Contract Year, a Royalty of at least [
-----] 5 Euro;
(d)
in the Fifth
Contract Year, a Royalty of at least [
-----] 6
Euro;
(e)
in the Sixth
Contract Year, a Royalty of at least [
-----] 7
Euro;
and
(f)
in the Seventh
Contract Year, a Royalty of at least [
-----] 8
Euro.
"Proprietors"
means Paul
Smith Group Holdings Limited (a company incorporated in England
with registered number 5534862), Paul Smith Limited (a company
incorporated in England with registered number 1170719) and any
subsidiary (as defined in section 736 Companies Act 1985) of any
such company.
"Products"
shall mean
men’s and women’s and children's fragrances and
cosmetics and related display, packaging and promotional
materials.
"
Royalty" means the royalty payable by the Licensee
to the Licensor under clause 5.1 of this
Agreement.
"Territory"
shall mean the
world.
"Term"
shall mean the
term of this Agreement being the period of seven years commencing
on 1 January 2011 and expiring on 31 December
2017.
"Trademarks"
shall mean the
trademarks "PAUL SMITH" and "PS PAUL SMITH" and in each case used
with such other additional word or words as may be approved by the
Licensor in writing from time to time.
"Turnover"
shall mean
aggregate gross sales of each of the Licensed Products sold by the
Licensee (or, if the price of any Licensed Product re-sold by an
Affiliated Distributor shall be higher than the price at which the
Licensed Product was sold to the Affiliated Distributor by the
Licensee then the aggregate sales of each such Licensed Product
sold by the Affiliated Distributors shall be substituted for the
gross sales of such Licensed Products by the Licensee to the
Affiliated Distributors) and/or its sub-licensees to customers in
the Territory (whether by wholesale or retail and including sales
to the Licensor and its licensees) less:-
2 Confidential information omitted and filed
separately with the SEC with a request for confidential treatment
by Inter Parfums, Inc. No. 10.134.2.
3 Confidential information omitted and filed
separately with the SEC with a request for confidential treatment
by Inter Parfums, Inc. No. 10.134.3.
4 Confidential information omitted and filed
separately with the SEC with a request for confidential treatment
by Inter Parfums, Inc. No. 10.134.4.
5 Confidential information omitted and filed
separately with the SEC with a request for confidential treatment
by Inter Parfums, Inc. No. 10.134.5.
6 Confidential information omitted and filed
separately with the SEC with a request for confidential treatment
by Inter Parfums, Inc. No. 10.134.6.
7 Confidential information omitted and filed
separately with the SEC with a request for confidential treatment
by Inter Parfums, Inc. No. 10.134.7.
8 Confidential information omitted and filed
separately with the SEC with a request for confidential treatment
by Inter Parfums, Inc. No. 10.134.8.
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(a)
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actual trade
discounts and other discounts approved of in writing by the
Licensor and allowed to customers (but excluding early settlement
discounts);
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returns and
credits actually granted to customers (but excluding bad
debts);
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any commodity
or consumption taxes imposed on the Licensee or (as the case may
be) the Affiliated Distributors by any Government within the
Territory in respect of the Licensed Products; and
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shipping and
insurance costs borne by the Licensee or (as the case may be) the
Affiliated Distributors in the supply of the Licensed Products to
their customers.
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In this
Agreement (except where the context otherwise requires):
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any reference
to a Recital, Clause or Schedule is to the relevant Recital, Clause
or Schedule of or to this Agreement and any reference to a
sub-clause or paragraph is to the relevant sub-clause or paragraph
of the Clause or Schedule in which it appears;
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references to
“this Agreement” mean this agreement as amended,
varied, supplemented, modified or novated from time to time and
include the Schedules;
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the index and
clause headings are included for convenience only and shall not
affect the interpretation of this Agreement;
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use of the
singular includes the plural and vice versa;
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use of any
gender includes the other genders;
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any reference
to “persons” includes natural persons, firms,
partnerships, companies, corporations, associations, organisations,
governments, states, foundations and trusts (in each case whether
or not having separate legal personality);
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the words
“subsidiary” and “holding company” have the
meanings given to them by section 736 of the Companies Act
1985;
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any reference
to a person being an “associate” of another shall be
interpreted in accordance with section 435 of the Insolvency Act
1986, and a person shall be regarded as “connected” or
“associated” with any person which is an associate of
his and with any company of which any director is an associate of
his;
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any reference
to a statute, statutory provision or subordinate legislation
(“legislation”) shall (except where the context
otherwise requires) be construed as referring to such legislation
as amended and in force from time to time and to any legislation
which re-enacts or consolidates (with or without modification) any
such legislation;
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any reference
to “the Licensee” shall, where the context so admits,
be deemed to include any sub-licensee of the Licensee;
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any reference
to an English legal term for any action, remedy, method of judicial
proceeding, legal document, legal status, court, official or any
legal concept or thing shall, in respect of any jurisdiction other
than England, be deemed to include a reference to what most nearly
approximates in that jurisdiction to the English legal term;
and
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any phrase
introduced by the terms “including”,
“include”, “in particular” or any similar
expression shall be construed as illustrative and shall not limit
the sense of the words preceding those terms.
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The Schedules
and Recitals form part of this Agreement and shall have effect as
if set out in full in the body of this Agreement and any reference
to this Agreement includes the Schedules and Recitals.
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The Licensor
hereby grants to the Licensee for the term of this
Agreement:-
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the right to
manufacture, advertise, promote, sell and distribute the Products
under the Trademarks in the Territory; and
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the right to
use the Trademarks only in connection with the foregoing
right.
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This Licence is
an exclusive licence throughout the Territory with respect to the
Licensed Products and, subject to clause 2.3, below neither the
Licensor itself nor any third party licensed by the Licensor shall
have the right to advertise, promote, manufacture, sell or
distribute, nor cause the advertising, promotion, manufacture of,
sale or distribution of any items or material directly competitive
with any Licensed Product within the Territory other than the
resale of the Licensed Products by the Licensor of Licensed
Products purchased from the Licensee or any Affiliated Distributor
or any sub-licensee of the Licensee.
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The Licensor
may itself promote or licence others to promote the Products under
the Trademarks in the Territory in the last [
-----] 9 of the term of this Agreement (however
terminated).
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New lines of
Licensed Products (including without limitation a line of Licensed
Products for children) shall be launched for commercial sale at
such times as may be mutually agreed between the Licensor and the
Licensee.
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No other rights
under the Trademarks or in relation to the Licensor’s designs
are granted to the Licensee.
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Each party to
this Agreement shall at its own expense do all things appropriate
to its status as Licensor or as Licensee and necessary for the
purpose of rendering this Agreement valid and
enforceable.
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COMMENCEMENT AND DURATION
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Unless sooner
terminated by clause 25, this Agreement shall continue in force
from 1 January 2011 to the expiry of the Term.
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The Licensee
shall notify the Licensor before the end of the
[----- ] 10
whether or not it wishes to attempt
to negotiate a renewal of this Agreement upon its
expiry.
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9 Confidential information omitted and filed
separately with the SEC with a request for confidential treatment
by Inter Parfums, Inc. No. 10.134.9.
In each
Contract Year of the Term the Licensee shall pay to the Licensor a
royalty of whichever shall be the greater
of:-
5.1.1. the Minimum
Royalty; and
5.1.2. a royalty
of [ ----- ] 11 of the Turnover
for the relevant Contract Year.
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Sales of
Licensed Products by the Licensee to the Licensor and its
subsidiaries, franchisees and licensees will be included within the
calculation of the Royalty.
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The Licensee
shall within [-----] 12
of the end of each Calendar
Quarter in every Contract Year pay to the Licensor whichever shall
be the higher of the Minimum Royalty or the Royalty payable to the
Licensor by reference to the Turnover during the immediately
preceding Calendar Quarter. In calculating the Royalty payable
under this Agreement, the sales price of the Licensed Products
shall be based upon the invoiced normal wholesale selling price to
unconnected third parties.
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5.4.1.
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Within
[-----] 13
of the end of each Calendar Quarter
in every Contract Year the Licensee shall deliver to the Licensor a
written statement of the quantity of the Licensed Products and
other goods sold during the immediately preceding Calendar Quarter
by the Licensee, its Affiliated Distributors and sub-licensees; the
respective prices charged and any discount allowed; the Turnover;
the Royalty due and any other particulars the Licensor may
require.
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5.4.2.
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Within
[-----] 14
of the end of each Calendar Half in
every Contract Year, the Licensee shall deliver to the Licensor a
true and complete statement in writing of all amounts spent by the
Licensee in advertising the Licensed Products in the immediately
preceding Calendar Half.
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The Licensee
shall keep at its usual place of business books of account relating
exclusively to the sales of the Licensed Products and containing
such true entries complete in every particular as may be necessary
or proper for enabling the amount of the Royalty and other payments
reserved by this Agreement to be conveniently
ascertained;
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10 Confidential
information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.10.
11 Confidential
information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.11.
12 Confidential
information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.12.
13 Confidential
information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.13.
14 Confidential
information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.14.
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Within
[-----] 15 of the end of each
Contract Year if requested by the Licensor, the Licensee must
deliver to the Licensor a written statement certified by its
auditors (“ Auditor’s Certificate
”) of the aggregate Turnover of the Licensed Products and
other goods sold or otherwise disposed of by the Licensee, its
Affiliated Distributors and sub-licensees in that period and the
payments due for that Contract Year under sub-clause 5.1. In the
event that the Auditor’s Certificate shows that the payments
made for the Contract Year covered by the Auditor’s
Certificate are less than the payment due for that period under
sub-clause 5.1, then the Licensee shall pay to the Licensor within
[-----] 16
of delivery of an invoice from the
Licensor for an amount equivalent to the difference between the
Royalty paid and the payment due together with compound interest at
the rate referred to in clause 5.6 below from the date the
underpayment should have been made until the date of actual
payment.
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The Licensor,
or any other person authorised by the Licensor, is entitled to
inspect the Licensee’s records during normal business hours
and to take away copies in order to verify the information provided
by the Licensee. This right of inspection shall remain in effect
for a period of one year after termination of this
Agreement.
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If the Licensee
has understated the Royalty due then the Licensee shall immediately
pay to Licensor the additional Royalty due, plus interest at the
rate described in sub-clause 5.6. If the Licensee has failed to
deliver a statement as required by sub-clause 5.5.2 or has
understated the Royalty due by more than
[-----] 17
then the cost of the inspection must
be paid for by the Licensee, otherwise the Licensor must bear the
cost.
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If any payment
of the Royalty due to the Licensor is not made within
[-----] 18
of the due date, interest will
accrue on the full amount outstanding at the rate of
[-----] 19
the base rate published by the Bank
of England (or if such rate of interest shall cease to be published
an alternative interest rate selected by the Licensor in its
discretion) from time to time, from the due date until the date of
actual payment. Partial payments are applied first against interest
accrued to the date of payment and any balance against the amount
outstanding.
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Authority to make Payment
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If at any time
during the continuation of this Agreement the Licensee is
prohibited from making any of the payments reserved under this
Agreement without appropriate authority then the Licensee will
promptly inform the Licensor of such prohibition and commence and
diligently pursue all necessary steps to secure from the
appropriate authority permission to make the said payments and
pending the obtaining of such permission shall place all payments
to be made hereunder in an interest bearing bank account from which
withdrawals may be made within a period of 30 days without loss of
interest and will pay all such payments together with interest
earned thereon to the Licensor within seven days of receiving such
permission.
15 Confidential
information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.15.
16 Confidential
information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.16.
17 Confidential
information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.17.
18 Confidential
information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.18.
19 Confidential
information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc. No.
10.134.19.
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Place
and Currency of Payment
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All sums due
and payable hereunder shall be payable in London in Euro to a bank
account to be advised by the Licensor.
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For the
purpose of calculating the Turnover, any payments received by the
Licensee in a different currency will be thereafter converted into
Euro or Sterling currency with reference to the rate of exchange of
the Licensee's bank on the day when each individual payment is
received into the Licensee's account with the said
bank.
All payments
to be made by the Licensee under this Agreement are exclusive of
Value Added Tax (if applicable), consumption tax or other sales
tax, or customs duty which shall where appropriate be payable by
the Licensee in addition.
The
Licensee covenants with the Licensor during the term of this
Agreement unless specifically provided:
If
requested by the Licensor, to supply Licensed Products to the
Licensor and its subsidiaries and international franchisees and
other licensees for re-sale inside the Territory. Supplies of the
Products to the Licensor and its subsidiaries and franchisees shall
be at the Licensee's normal wholesale prices less a discount of
[-----] 20
The
Licensor shall be entitled to set off and deduct from payments due
to the Licensee for Licensed Products supplied by the Licensee to
the Licensor, all amounts of Royalty due from the Licensee to the
Licensor or on any other account under this
Agreement.
To
ensure that all presentations and any dealings with third parties
reflect the standards and image associated with the “Paul
Smith” name and that the conduct of the Licensee shall in no
way reduce or diminish the reputation, image and prestige of the
Trademarks or of products sold under or by reference to the
“Paul Smith” name.
20 Confidential information omitted and filed
separately with the SEC with a request for confidential treatment
by Inter Parfums, Inc. No. 10.134.20.
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The Licensee
shall appoint a dedicated senior executive acceptable to the
Licensor to oversee all aspects of the licence granted by this
Agreement and the arrangements between the Licensor and the
Licensee. The dedicated senior executive will liaise with the
Licensor and will spend the majority of his working time on such
business.
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The Licensee
shall also appoint the following full time personnel who are
acceptable to the Licensor:-
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a
product/design manager (with suitable
support);
and
such other personnel that are jointly agreed between the parties
and considered necessary from time to
time.
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Independent Contractor and
Risk
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All
aspects of the manufacture, distribution and sale of the Licensed
Products by the Licensee shall be at the risk and responsibility
and for the account of the Licensee. The Licensee shall act as an
independent contractor and the Licensor shall not be responsible
for any breach by the Licensee of any obligations imposed by law on
the Licensee in its capacity as an employer or as manufacturer,
distributor and/or seller of the Licensed Products. The Licensee
shall indemnify the Licensor against all actions, claims, demands,
costs, charges and expenses arising out of or in connection with
the manufacture, use or sale of the Licensed Products made by or
for the Licensee.
To
keep the Licensor informed of all laws, orders or regulations made
at any time by any government or any public or local authority
within the Territory in any way affecting or, in the Licensee's
opinion likely to affect, the terms of this Agreement or the
manufacture or sale of the Licensed Products in the Territory. In
particular, but without limitation, the Licensee shall inform the
Licensor of any country where registration of this Agreement or any
registered user agreement is required or
desirable.
That
within [-----] 21
of the
happening of such an event, the Licensee will give notice to the
Licensor of the acquisition of [-----]
22 or
more of any of the share voting rights in the Licensee by any
person firm or corporation or group of persons firms or
corporations acting in concert directly or
indirectly.
The
Licensee shall provide free of charge to the Licensor samples of
the Licensed Products upon the Licensor’s request for the
Licensor’s international press
offices.
The
Licensor covenants with the Licensee:
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Provide
Technical Information
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To supply to
the Licensee such information, so far as it is available to the
Licensor, as is necessary to enable the Licensee to manufacture or
sell the Licensed Products to the best advantage.
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21 Confidential information omitted and filed
separately with the SEC with a request for confidential treatment
by Inter Parfums, Inc. No. 10.134.21.
22 Confidential information omitted and filed
separately with the SEC with a request for confidential treatment
by Inter Parfums, Inc. No. 10.134.22.
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A
representative of the Licensor shall meet with executive officers
of the Licensee at least twice in each Contract Year in London and
or Paris to inform the Licensee of developments within the
Licensor’s business and of its designs for its other product
ranges and to suggest to the Licensee themes and ideas for the
development of the Licensed Products and for the advertisement and
promotion of the Licensed Products.
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The Licensee
shall bear the reasonable travelling (First Class air fares for
Directors of the Licensor ; Business Class for other employees and
consultants of the Licensor) and subsistence costs of the
Licensor’s representative attending such meetings in
pursuance of this covenant and of any other meetings arranged
between the representatives of the Licensor and of the
Licensee.
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The
Licensor shall procure the personal appearance of Sir Paul Smith
(during his life) at a limited number of events to be agreed
between the parties provided that the time and place of such
appearance shall have previously been confirmed by the Licensor.
The Licensee shall bear the reasonable travelling (First Class air
fares for Directors of the Licensor ; Business Class for other
employees and consultants of the Licensor) and subsistence costs of
the Licensor’s representatives attending such events in
pursuance of this covenant.
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APPLICATION OF THE
TRADEMARKS
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All Products
made and/or sold by the Licensee and any sub-licensee of the
Licensee under this Agreement shall carry one of the Trademarks.
The Licensee shall comply strictly with the directions of the
Licensor and of the Proprietors regarding the form and manner of
the application of the Trademarks which shall, unless the Licensor
agrees otherwise in writing conform to the following
principles:-
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The general
style of the marking shall conform with that developed and adopted
by the Licensor;
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Each Licensed
Product shall bear one of the Trademarks in such place as shall
have been approved in writing by the Licensor but not anywhere
else; and
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The markings
shall comply with the applicable laws of the Territory where the
Licensed Products are to be sold.
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Subject to the above principles the final
decision on the form of any marking on Licensed Products shall be
made by the Licensor and the Proprietors after consultation with
the Licensee.
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Apart from one
of the Trademarks, no other trade mark or logo may be affixed to
Licensed Products in any form whatsoever. The Licensee must not use
in its business any other trade mark confusingly similar to the
Trademarks and must not use the Trademarks or any word confusingly
similar to the Trademarks as or as part of its corporate or trading
name.
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Except as
otherwise expressly provided in this Agreement, to make no other
use of or claim any right in the Trademarks or any of the other
trademarks owned or used by the Licensor or the Proprietors and not
to use the Trademarks on any goods not being Licensed
Products.
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The Licensee
acknowledges that the Proprietors are the owners of the Trademarks
and the Licensee shall not dispute or challenge the validity of the
Trademarks, or the rights of either the Proprietors or of the
Licensor to the Trademarks, during the term of this
Agreement.
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Any goodwill
derived from the use by the Licensee of the Trademarks accrues to
the Licensor and the Proprietors. The Licensor may at any time call
for a confirmatory assignment of that goodwill and the Licensee
must immediately execute it.
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No warranty
expressed or implied is given by the Licensor or the Proprietors
with respect to the validity of the Trademarks.
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The Licensee
must not apply for or obtain registration of the Trademarks for any
goods or services in any country.
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The Licensee
must not apply for or obtain registration of any trade or service
mark in any country which consists of or comprises the words
“Paul Smith” or “PS” or any confusingly
similar word or words.
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REGISTRATION OF PERMITTED
USER
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The Licensee
shall co-operate with the Licensor and the Proprietors in making
application to the Registrar of Trade Marks or any equivalent
official or body in each country in the Territory for either the
registration of this Agreement as a licence or the registration of
the Licensee as a registered user of the Trademarks in respect of
each registration included in this Licence where the specification
of goods for that registration includes any of the
Products.
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The Licensee
shall at the Licensor’s request execute and deliver to the
Licensor a document which enables the Licensor to cancel any
registration of this Agreement as a Licence or the Licensee as a
registered user.
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The Licensee
must not do or omit to do anything to diminish the rights of the
Licensor or of the Proprietors in the Trademarks or impair any
registration of the Trademarks.
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The Licensee
shall provide, at the request of the Licensor or of any of the
Proprietors, all necessary assistance in maintaining any
registration or prosecuting any applications for registration in
respect of the Trademarks.
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The Licensee
must promptly notify the Licensor of any attack on the validity of
any registration of the Trademarks.
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The Licensee
shall abide by regulations and practices in force or use in the
Territory in order to safeguard the Licensor’s and the
Proprietors’ rights in the Trademarks.
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In the event
that any Government approval is required for this Agreement in any
country in the Territory or the country of the Licensee, the
Licensee shall obtain such approval prior to the Commencement Date
and shall provide the Licensor with a certified copy of such
approval together with a translation in English .
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QUALITY
CONTROL AND APPROVAL PROCEDURES AND INTELLECTUAL PROPRETY
RIGHTS
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Representatives
of the Licensor and of the Licensee shall work with each other to
develop new lines of the Licensed Products once in each Calendar
Half.
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The Licensor
shall approve all aspects of each of the Licensed Products
(including, without limitation, the smell, look and feel of the
Licensed Products and of all display items, packaging and related
items) before a Licensed Product is offered for sale.
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The Licensed
Products manufactured by or for the Licensee and any sub-licensee
of the Licensee shall be of the best quality and shall use only the
best quality materials and components.
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The Licensee
shall ensure that all Licensed Products manufactured by or for the
Licensee and/or any sub licensee of the Licensee shall be strictly
in accordance with the designs and specifications previously
approved in writing by the Licensor and using only such materials
as the Licensor or its designated agent shall have approved in
writing.
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As required by
the Licensor, the Licensee shall make available for the Licensor's
inspection at no cost to the Licensor specimen samples of each type
of Licensed Product (including, without limitation, packaging and
related items) as manufactured by or for the Licensee and any
sub-licensee of the Licensee immediately prior to each line of
Licensed Products being offered for sale and, if requested by the
Licensor to cease to sell of offer for sale or permit the sale or
offering for sale of any Licensed Product whose sample supplied to
the Licensor is not, in the opinion of the Licensor, of
satisfactory quality.
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The Licensee
shall ensure that all Licensed Products submitted
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