AGREEMENT
made as of the 1st day of April, 2007 by and between BILL BLASS
INTERNATIONAL, LLC, a Delaware limited liability company with
offices at 550 Seventh Avenue, New York, New York 10018
(hereinafter referred to as the “ Company ”),
and THE FASHION HOUSE, INC., a ___corporation with offices at 6310
San Vincente Boulevard, #330, Los Angeles, California 90048-5499
(hereinafter referred to as “ Licensee
”).
WHEREAS,
the Company and Licensee have agreed to enter into an arrangement
pursuant to which Licensee, under a license from and subject to the
approval of the Company, shall manufacture, distribute and sell
Products (as hereinafter defined) under the Licensed Mark (as
hereinafter defined) in the Territory (as hereinafter defined);
and
WHEREAS,
the Company and Licensee previously have entered into arrangements
pursuant to which Licensee, under licenses from and subject to the
approval of the Company, manufacture, distribute and sell better,
prestige and luxury Products (as hereinafter defined) under the
marks BLASS BY BILL BLASS, BILL BLASS and, as of the date hereof,
COLLECTION — BILL BLASS (such licenses, the “Other Line
Agreements”), also in the Territory (as hereinafter
defined);
WHEREAS,
set forth on Annex I at the end of the Agreement is a schedule of
the location, by reference to paragraph, of the defined terms used
in this Agreement;
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the Company and Licensee do hereby respectively grant,
covenant and agree as follows:
(a) The
Company hereby grants to Licensee, during the term of this
Agreement, an exclusive license (except as to the Company’s
rights under Paragraph 1.1(c) and Paragraph 19.10) to use
the mark BLASSPORT, solely in forms to be agreed upon by the
parties (the “Licensed Mark” ), throughout the
world, other than Japan (the “Territory” ),
solely in connection with Licensee’s manufacture,
distribution and sale of women’s shoes, all such items of the
types, qualities and styles traditionally sold in the channels of
distribution approved in Paragraph 5.7. Items authorized for
sale hereunder shall be referred to as “ Products.
” Items within the definition of “Products” that
are manufactured, distributed and sold by Licensee in accordance
with this Agreement shall be referred to collectively hereinafter
as “ Articles .” The foregoing and any other
provision to the contrary contained herein notwithstanding,
Licensee acknowledges and agrees that: (1) the Company
reserves all rights to the Licensed Mark except those specifically
granted herein to Licensee, and (2) Licensee shall not use the
Licensed Mark for any purpose whatsoever on the Internet (including
as a domain name or in metatags), microfilm, e-mail, electronic
databases, on-line services, CD-ROM or other similar media now
existing or hereafter developed, except that, subject to the
Company’s approval of uses in accordance herewith and
provided that Licensee uses all commercially reasonable efforts to
prevent solicitation of and sales to customers outside the
Territory, Licensee may utilize the Licensed Mark on the Internet
(x) to advertise (but not sell) Articles on Licensee’s
website at http://___ , and other sites approved by the
Company, and (y) in emails with Licensee’s customers
located within the Territory (but not in unsolicited
emails).
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(b) Notwithstanding
anything to the contrary contained herein, if at any time after the
first Annual Period, (1) Licensee is not selling a
commercially significant amount of Articles in any country, and
(2) the Company, directly or through a licensee, has the
opportunity to sell shoes valued at one million dollars
($1,000,000) or more in such country under the Licensed Mark, then,
unless Licensee agrees in writing to match such opportunity, at the
Company’s request, all rights in respect of such country
shall revert to the Company and such country shall be deemed
excluded from the Territory.
(c) Notwithstanding
anything to the contrary contained herein, the license granted
hereunder with respect to the manufacture, distribution and sale of
Products sold under the Licensed Mark is non-exclusive in that the
Company: (i) itself may, or may grant to third parties the
right to, manufacture women’s shoes (including Products)
under the Licensed Mark, including within the Territory, provided
that such items are not sold within the Territory, and
(ii) may exercise or grant rights as specified in
Paragraph 19.11 hereof.
(d) No
provision contained herein is intended to grant to Licensee rights
in any marks(s) owned by the Company other than the Licensed Mark.
The Company, itself and through licensees, freely may manufacture,
distribute and sell any products or services, including
women’s shoes, under mark(s) owned by the Company including,
without limitation, variations of the mark BILL BLASS (other than
the Licensed Mark and any other mark licensed to Licensee under the
Other Line Agreements or any other agreements between the
parties).
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1.2 All
Articles to Bear Licensed Mark . To the extent commercially
practicable (or as otherwise provided in Section 14.3 hereof),
all Articles shall bear the Licensed Mark (it being understood that
the parties contemplate that the Licensed Mark shall be on the
labels within Products and the boxes therefor). No Articles (
i.e. , Products bearing or sold under the Licensed Mark)
shall be sold or otherwise distributed by Licensee under any mark
other than the Licensed Mark.
1.3 No
Retail Sales . Licensee acknowledges that the rights
granted to it hereunder do not include the right to operate a
boutique under the Licensed Mark (or any variation or simulation
thereof) or otherwise to itself sell Articles at retail (including,
without limitation, through catalog, mail or internet orders),
except that Licensee may sell Articles through a factory outlet
operated by Licensee under Licensee’s name, provided that
“Net Sales” (as hereinafter defined) of Articles
through such factory outlet during any Annual Period shall not
constitute more than five percent (5%) of Net Sales for such Annual
Period.
1.4
Exploitation . Licensee shall use its best efforts,
but no less than the efforts generally employed by shoe licensees
of other fashion designers, to develop and promote all Products and
otherwise exploit the rights herein granted throughout the
Territory (subject to the restrictions contained herein) and to
sell the maximum quantity of Articles therein consistent with the
high standards and prestige represented by the applicable Licensed
Mark and the advertising and marketing philosophies of the
Company.
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1.5 Disputes
Between Licensees . In the event of any dispute between
Licensee and any other licensee of the Company in the Territory
with respect to the products covered by their respective licenses,
such dispute shall be mediated in good faith by the Company after
hearing the position of Licensee and each such other licensee. The
Company’s determination shall be final and binding upon
Licensee.
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1.6
Diversion . Licensee shall not (a) export
Articles from the Territory, (b) divert (as hereafter defined)
Articles, or (c) contract for the manufacture of Articles
with, or sell Articles to, any person or entity which Licensee
knows or has reason to believe (including, without limitation, by
reason of a previous history of exportation or diversion of
Articles, other Products or any other products which is known to
Licensee) may export such Articles from the Territory or divert
Articles. To “ divert ” means, for Licensee or
any other person/entity, to sell or otherwise transfer Articles
other than to appropriate retail locations (as specified in
Paragraph 5.7) located in the Territory for sale within the
Territory, and, for retail locations, to resell or otherwise
transfer Articles other than to consumers from their retail
premises in the Territory. In order to monitor and control
potential exportation/diversion problems, Licensee shall use
commercially reasonable efforts to ensure that the Company and
Licensee be able to determine, with respect to Articles which are
found to have been exported/diverted, the entity which sold such
exported/diverted Articles or from which such Articles were
exported/diverted. In addition, Licensee shall cooperate with the
Company in connection with anti-counterfeiting programs relating to
the Licensed Mark and/or Articles as well as other products sold
under the Licensed Mark, provided that Licensee shall not be
required to incur any out-of-pocket expenses in connection with
such cooperation. In the event that, despite all of the foregoing
or otherwise, Articles are exported/diverted on more than one
occasion, the Company on the second occasion and thereafter may
purchase the exported/diverted Articles at Licensee’s expense
and, in the Company’s discretion, destroy such Articles or
return such Articles to Licensee.
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2.1 Term
. The initial term of this Agreement shall commence as of the
date hereof and continue through March 31, 2011. Thereafter,
this Agreement automatically shall renew for an additional term of
five (5) years, provided that, with respect to such renewal,
(a) Licensee delivers to the Company a written notice of its
election to renew this Agreement at least six months prior to the
end of the initial term, (b) “Net Sales” (as defined in
Paragraph 9.1(c)) during the fifth “Annual Period”
(as defined below in this Paragraph 2.1) of the initial term
are at least Five Million Dollars (the “ Renewal
Threshold ”), and (c) Licensee has performed all of
its obligations under this Agreement at the time the option to
renew is exercised and at the end of the initial term. Each twelve
(12) month period commencing on each April 1st during the term
of this Agreement shall constitute and shall be referred to
hereinafter as an “ Annual Period .”
2.2
Limitations on Renewal . If Licensee otherwise
effectively renews this Agreement but Net Sales during the last
Annual Period of the initial term are less than the Renewal
Threshold, unless the Company waives the shortfall, the renewal
shall be ineffective and this Agreement forthwith shall terminate.
If, however, at the time it is determined that there was such a
shortfall, Licensee already in good faith had commenced the
development of the next collection of Articles, termination shall
be effective upon the end of the sell off of such collection in
accordance herewith, but in no event later than June 31, 2011
(unless the Agreement otherwise is terminated in accordance
herewith).
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2.3
Termination Due To Insufficient Net Sales .
Notwithstanding the provisions of Paragraphs 2.1 and 2.2 above and
in addition to the termination provisions provided in
Paragraph 17 below, the Company may terminate this Agreement
within thirty (30) days after its receipt of any of the annual
statements to be delivered to the Company pursuant to
Paragraph 12.2 below in the event that (i) “Net
Sales” (as hereinafter defined) for the second or any
subsequent Annual Period covered by any such annual statement are
less than the amount necessary to generate the “Guaranteed
Minimum Royalty” and “Guaranteed Minimum Fee”
(both as hereinafter defined) for such Annual Period. Any such
termination shall be effective as of the end of the sell off of the
collections then in process, but in no event later than the
June 30th following the Annual Period for which required level
of Net Sales were not reached.
3.1
Collections . During each Annual Period, Licensee
shall manufacture, distribute and sell Spring and Fall collections
of Articles. The first collection shall be the Spring 2008
collection.
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3.2
Development . During each Annual Period, Licensee
shall submit to the Company materials, designs, sketches, colors,
tags, labels and packaging for each of its lines of Articles from
which the Company may select those, if any, which the Company
approves for use in connection with Articles. The Company shall
approve or disapprove the materials, designs, sketches, colors,
tags, labels and packaging submitted as aforesaid, for the line for
which it is submitted, and shall discuss with Licensee any
modifications or alterations thereof. Any such approval by the
Company shall be given prior to use of such materials, designs,
sketches, colors, tags, labels or packaging by Licensee in
accordance with Section 6.1 hereof. Once any item is approved
by the Company hereunder, Licensee shall commence diligently to
produce and show such item.
3.3 Regular
Meetings . The Company and Licensee shall meet regularly to
discuss and agree upon concepts for new Articles and materials
relating thereto as well as marketing plans and
strategies.
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3.4 Sketches
and Other Materials are Property of Company . All sketches
and other materials (a) provided by the Company, or
(b) provided by Licensee and approved by the Company, shall
be, as between the Company and Licensee, the exclusive property of
the Company, and shall be used by Licensee solely in connection
with the manufacture, distribution and sale of Articles in the
Territory and pursuant to this Agreement. If Licensee chooses not
to use such sketches or other material, Licensee shall deliver them
to the Company, at Licensee’s expense, and Licensee may not
use them or permit their use thereafter. Whether or not Licensee
chooses to use any such sketches and other material, the Company
may use and permit others to use them in any manner it desires,
provided that, to the extent of the Company’s other shoe
licensees, such use does not conflict with any rights granted to
Licensee hereunder. All sketches and materials created by Licensee
but not approved by the Company shall be, as between the Company
and Licensee, the exclusive property of Licensee and the Company
shall have no rights in respect thereof.
3.5 Costs of
Production . Licensee shall be responsible for making all
samples as well as for the production of Articles, and Licensee
shall bear all costs in connection therewith.
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3.6
Protection of Innovation . Neither Licensee nor its
affiliates shall: (a) manufacture (or cause to be
manufactured), market, distribute or sell any Products with a
distinctive or unique design first developed for or used with
Articles, or (b) distribute or sell any Products with or using
labeling, advertising or promotional material that is the same or
confusingly similar to labeling, advertising or promotional
material then or ever used by Licensee in connection with Articles,
nor shall any of them authorize, assist, engage or permit any third
party to do any of the foregoing.
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(a) Each
party acknowledges that all information relating to the business
and operations of the other party that such other party discloses
during or prior to the term of this Agreement (including, without
limitation, all financial information related to the business and
operations and all information regarding its officers, directors
and employees, including Bill Blass), as well as all concepts,
sketches, plans and designs used or proposed for use in connection
with Articles (by whomever used or proposed) (collectively “
Confidential Information ”), is the valuable property
of the party disclosing the same (except that all concepts,
sketches, plans, features, manufacturing specifications and designs
shall be the property of the Company as and to the extent provided
in Section 3.4). Each party acknowledges the need to preserve
the confidentiality and secrecy of the Confidential Information and
agrees that, both during the term of this Agreement and after the
termination hereof, it shall not use or disclose the same, except
as provided below, and it shall take all necessary steps to ensure
that use by it or by its contractors, suppliers, distributors,
agents and employees (which use shall be solely as necessary for,
and in connection with, the manufacture, distribution, sale,
advertising or promotion of Articles) shall preserve in all
respects such confidentiality and secrecy. Each party hereby the
other and its officers, directors and employees against any damage
of any kind (including attorneys’ fees and expenses) which
may be suffered by any of them as a result of any breach by such
party or its contractors, suppliers, agents or employees of the
provisions of this paragraph.
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(b) The
parties herein further acknowledge and agree that a party’s
remedies at law for a breach or threatened breach of this
Paragraph 4.1 would be inadequate and, in recognition of this
fact, in the event of a breach or threatened breach by a recipient
of this Paragraph 4.1, the recipient agrees that, in addition
to any remedies at law, at the other party’s option, it shall
be entitled, without posting bond, to obtain equitable relief in
the form of specific performance, restraining order, preliminary or
permanent injunction or any other equitable remedy which then may
be available. Nothing contained herein shall be construed as
prohibiting the parties from pursuing any other remedies available
to it for such breach or threatened breach. Pursuit of any remedy
at law or in equity shall not be deemed an election of
remedies.
(c) The
provisions of this paragraph and the parties’ obligations
hereunder shall survive the expiration or termination of this
Agreement.
5.
MANUFACTURE OF ARTICLES; QUALITY CONTROL
5.1 General
Quality . The contents and workmanship of Articles shall be
at all times of the highest quality appropriate for the line in
which it is sold. In addition, Articles shall be distributed and
sold only with packaging, presentation and sales promotion
materials appropriate for line and consistent with the
Company’s standards therefor. It is anticipated that Licensee
shall set its wholesale prices of Articles at a level to encourage
the development of sales of Articles. However, it is acknowledged
that Licensee will set its wholesale prices for Articles in its
discretion.
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5.2 Quality
Approval . The styles, designs, packaging, contents,
workmanship and quality of all Articles, as well as all advertising
and promotional materials relating thereto, and the specific media
in which they shall be disseminated, must be approved by the
Company in accordance with Section 6.1 hereof prior to any
distribution, sale or other use thereof. Any other provision of
this Agreement notwithstanding, the Company at all times shall have
the right to take all actions which it reasonably deems necessary
to ensure that: (a) Articles manufactured or sold hereunder,
and the advertising and promotion of such Articles, are consistent
with the reputation and prestige of the applicable Licensed Mark
and (b) Articles are manufactured, distributed, sold and
promoted by the Licensee in accordance with this Agreement,
provided that, to the extent commercially practicable, prior to
taking such action, the Company shall provide Licensee with an
opportunity to take corrective action.
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5.3
Prototypes and Samples . Before selling or
distributing any Article, Licensee shall submit to the Company,
free of charge, for its approval in accordance with
Section 6.1 hereof, one (1) sketch of each such Article
together with (i) samples of all materials of which such
Articles shall be comprised and (ii) the tags, labels and
packaging to be used in connection therewith. In addition, after
Licensee begins selling or distributing any Article, upon the
Company’s request, Licensee shall submit to the Company
then-current production samples of each Article produced hereunder
so that the Company may assure itself of the maintenance of the
quality standards set forth herein. All Articles to be sold
hereunder shall be at least equal in quality to the sketches and
samples approved by the Company. The Company and its duly
authorized representatives shall have the right, upon reasonable
advance notice and during normal business hours, to examine
Articles in the process of being manufactured and to inspect all
facilities utilized by or on behalf of Licensee in connection
therewith.
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5.4
Compliance with Law and Company Requirements . All
Articles shall be manufactured, sold, labeled, packaged,
distributed and advertised in accordance with all applicable laws
and regulations, whether foreign or domestic, national, regional or
local, throughout the Territory, including all child and other
labor laws, customs requirements and advertising and consumer
protection laws. Licensee shall monitor the performance of its
retail location purchasers and of Contractors (as hereinafter
defined) in this regard and shall (a) notify Company of any
instances of noncompliance, (b) endeavor to take any
corrective action as may be reasonably requested by Company to
remedy the same and (c) terminate agreements with persons that
repeatedly fail to so comply. No proposal or approval by Company of
any Articles, or portion thereof, or any other materials, designs,
tags, labeling, packaging or other advertising or promotional
materials, shall be deemed to limit or modify Licensee’s
obligations under this paragraph. If Licensee determines that any
otherwise approved Articles or portion thereof, or any other
materials, designs, tags, labeling, packaging or other advertising
or promotional materials, are not in compliance with any applicable
law, Licensee shall notify Company and the parties shall seek to
rectify the problem. Any proposed modification to rectify the
problem shall be subject to Company’s prior approval and the
modified item also shall be subject to Company’s final
approval.
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5.5 Form and
Manner of Use of Licensed Mark . Licensee shall use and
display the Licensed Mark and Other Intellectual Property (as
hereinafter defined) only in such form and manner as are
specifically approved in writing by the Company in accordance with
Paragraph 6.1 hereof. Licensee shall cause to appear on all
Articles produced hereunder, and on their tags, packaging and the
like, and on all advertising, promotional and publicity material
used in connection therewith, including, without limitation,
point-of-sale displays and similar materials, and on any printed
matter of any kind on which the Licensed Mark and/or Other
Intellectual Property appear, including but not limited to business
cards, invoices, order forms and stationery, such legends, markings
and notices as the Company may request. Before using or releasing
any such material, Licensee shall submit to the Company, for its
approval, proposed advertising (including a description of the
proposed placement thereof), promotional and publicity copy, tags,
labels, packaging and the like and all printed matter of any kind
on which the Licensed Mark and/or Other Intellectual Property
appear. The same shall not be used or released prior to
Licensee’s receipt of such approval and Licensee shall
provide the Company with finished versions thereof, free of charge,
upon the Company’s reasonable request.
5.6
Departure from Approved Sample . After any sample,
copy, artwork or other material has been approved, Licensee shall
not depart therefrom in any respect without the prior written
approval of the Company. If the Company should disapprove any
sample Article or any sample tag, label, packaging or the like, or
any advertising, promotional or publicity material, Licensee shall
neither use nor permit the same to be used in any
manner.
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(a) In
order to maintain the reputation, image and prestige of the
Licensed Mark, Licensee’s distribution patterns in respect of
Articles shall consist solely of retail locations whose location,
merchandising and overall operations are consistent with the high
quality and prestige level of the Articles and the reputation,
image and prestige of the Licensed Mark. Such retail distribution
channels shall be (1) the moderate departments of retail
department and specialty stores such as Nordstrom,
Bloomingdale’s, Victoria’s Secret, Steinmart, Federated
Stores such as Macy’s, Belk, Saks, Inc., May Co. and other
locations of equal or higher caliber, (2) catalogues
associated with the retail stores identified in subsection (1),
(3) the Internet websites Zappos.com, Shoes.com and other
Internet portals approved by the Company in writing from time to
time, (4) to the extent provided in Paragraph 1.3, a
factory store operated by Licensee under Licensee’s name, and
(5) only for Articles sold by Licensee at more than twenty
five percent (25%) off the full published wholesale price of
Articles (such sales, “Close-Out Sales”), Shoe
Pavilion, DSW and Lohmans, provided that sales to said three
entities shall not, in the aggregate, exceed twenty five percent
(25%) of Net Sales during any Annual Period. It is expressly
understood that distribution to retail locations such as Bergdorf
Goodman, Neiman Marcus and other locations of such caliber (other
than Nordstrom) shall be under other agreements between the
parties). Without limiting the generality of the foregoing,
Licensee acknowledges and agrees that: (i) it shall not sell
or distribute, or sell to persons who may sell or distribute,
Articles to K-Mart, Wal-Mart, Target, Mervyn’s, J.C. Penney,
Sears, Kohl’s, club stores or any other discounter or retail
location not meeting the standard set
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forth in the
previous sentences of this subparagraph, and (ii) it shall not
accept production orders from any discounter without the
Company’s prior written approval.
(b) If
the Company objects in writing to the continued sale of Articles to
any retail location and provides bona fide reasons
for such objection, Licensee shall use commercially reasonable
efforts to correct the problem, if possible, and, if the problem
cannot be corrected or is not corrected within a commercially
reasonable period of time, Licensee shall terminate sales to such
retail location.
(c) Licensee
shall not enter into any agreement with a distributor or
sublicensee related to the Articles without the Company’s
prior written consent.
(a) Licensee
may use contractors for the manufacture or assembly of Articles
(“ Contractors ”). The Company’s prior
approval of a prospective Contractor shall not be required.
However, if the Company objects to the continued engagement of any
Contractor as not being in compliance with the requirements of this
Agreement, Licensee shall use commercially reasonable efforts to
correct the problem, if possible, and, if the problem cannot be
corrected or is not corrected within a commercially reasonable
period of time, Licensee shall terminate its engagement of such
Contractor.
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(b) Each
Contractor must agree (i) not to use, except in connection
with the manufacture of Articles for Licensee, or disclose to any
third party any proprietary information regarding Articles,
(ii) to permit the Company to exercise its rights hereunder to
inspect the Contractor’s facilities, (iii) not to use
any child labor or violate any labor or other laws in connection
with the manufacture of Articles, and (iv) to sell Articles
manufactured by it for Licensee only to Licensee and to no other
person or entity.
(c) Neither
the engagement of a Contractor by Licensee nor the Company’s
failure to object to a Contractor shall limit Licensee’s
obligations hereunder, i.e. , any act or omission by a
Contractor which would constitute a material violation of this
Agreement also shall constitute a material violation of this
Agreement by Licensee.
6.1
Subjective Approvals; Approvals in Writing . It is
specifically understood and agreed that the Company’s
approval pursuant to this Agreement may be based solely on the
Company’s subjective standards and may be withheld in the
Company’s sole and absolute discretion. No approval shall be
deemed given by the Company hereunder unless it is in writing
signed by the Company.
6.2
Limitations on Approvals . Notwithstanding anything
to the contrary herein, the Company’s approval of any
Articles for inclusion in, or of materials of any kind for use in
connection with the manufacture, distribution, sale, advertising
and/or promotion of, any particular collection of Articles shall
constitute approval only for inclusion or for such use in
connection with such collection and shall not be deemed to
constitute approval of such Articles or of any such materials with
respect to any other collection of Articles.
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7.1
Advertising/General . Licensee shall exercise its
best efforts to promote and advertise Articles in the various
appropriate media throughout the Territory. Any advertisements or
promotions related to Articles shall be subject to the
Company’s prior approval (or deemed approval) in accordance
with Section 6.1 hereof. In addition, the specific media or
publications by or in which such advertisements and promotions
shall be distributed also shall be subject to the Company’s
prior approval (or deemed approval) in accordance with
Section 6.1 hereof. Without limiting the generality of the
foregoing, Licensee shall not place any material in any medium or
publication which is not compatible with the reputation, image and
prestige of the Company. The foregoing notwithstanding, subject to
the Company’s approval of uses in accordance herewith and
provided that Licensee uses all commercially reasonable efforts to
prevent solicitation of and sales to customers outside the
Territory, the Company agrees that Licensee may utilize the
Licensed Mark on the Internet (x) to advertise (but not sell)
Articles on Licensee’s website at http://___, and other sites
approved by the Company, and (y) in emails with
Licensee’s customers located within the Territory (but not in
unsolicited emails).
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7.2
Advertising Payments . In addition to sums that may
be expended by Licensee for cooperative and other advertising of
Articles, Licensee shall pay to the Company for each Annual Period
an amount equal to two percent (2%) of “Net Sales” (as
hereinafter defined) of Articles for such Annual Period (each, the
“ Advertising Minimum ” for such Annual Period).
The Company shall spend the amount so paid by Licensee to advertise
the name and/or mark “BILL BLASS” (or variations
thereof) in such manners as the Company determines are appropriate
in its sole discretion. The Advertising Minimum hereunder shall be
accounted for and paid quarterly within thirty (30) days after
close of each calendar quarter during the term of this Agreement
(or portion thereof in the event of prior termination for any
reason).
7.3
Showroom . During the term of this Agreement,
Licensee shall
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