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License Agreement

License Agreement

License Agreement | Document Parties: WARNACO GROUP INC /DE/ You are currently viewing:
This License Agreement involves

WARNACO GROUP INC /DE/

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Title: License Agreement
Governing Law: New York     Date: 2/27/2008
Industry: Apparel/Accessories     Sector: Consumer Cyclical

License Agreement, Parties: warnaco group inc /de/
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EXHIBIT 10.70

 

PORTIONS OF THIS EXHIBIT 10.70 MARKED BY AN *** HAVE BEEN OMITTED

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED

SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

 


 


CONFIDENTIAL TREATMENT

CALVIN KLEIN, INC.

January 31, 2008

WF Overseas Fashion C.V., itself, or by and through

Warnaco BV, as successor to CK Jeanswear N.V.

CK Jeanswear Asia Limited

CK Jeanswear Europe S.r.l.

 

Re:

“Calvin Klein Jeans” Jeanswear Accessories Stores

Ladies and Gentlemen:

As you know, Calvin Klein, Inc. (“CKI”), on the one hand, and CK Jeanswear Europe S.r.l., CK Jeanswear Asia Limited and WF Overseas Fashion C.V. (“WF”, or together with Warnaco BV, as successor to CK Jeanswear N.V., “Operator”) are parties to a License Agreement dated as of January 31, 2006 (the “Jeanswear Accessories License”), pursuant to which, among other things, CKI granted Operator the exclusive right to use the mark *** (the “Trademark”) in connection with the manufacture, wholesale sale, distribution, advertising and promotion of certain women’s and men’s “jeans”-styles, type or “level” small leather goods/accessories, handbags items (the “Licensed Products”), all as defined and more specifically set forth therein and on its annexed Exhibit P.

This Letter Agreement sets forth the terms and conditions upon which Operator may use the Trademark in connection with operating and may operate (and permit others to operate) free-standing retail stores (including both full-price and outlet stores) in the Territory, as defined herein and in the Jeanswear Accessories License (and shown on the annexed Exhibit T made a part hereof, for the sale of the Licensed Products and other *** licensed accessories and products (as further defined and described herein), pursuant to the terms of the Jeanswear Accessories License. All capitalized terms used herein not otherwise defined shall have the meaning assigned to them in the Jeanswear Accessories License.

1. (a) CKI hereby grants to Operator a license to use the Trademark on and in connection with the operation of full price free-standing retail shops 1 (plus the outlet stores permitted by §1(d)) (“Stores”) in the “Territory,” as defined on the date hereof in the Jeanswear Accessories License (and as set forth on Exhibit T annexed hereto and made a part hereof), for the sole purpose of selling therein at retail to consumers only, the “Merchandise” (as herein defined). Operator will sell no products other than Merchandise in the Stores. All use by Operator of the Trademark is subject to CKI’s prior approval. Operator shall provide CKI annually, not later than ninety (90) days prior to the end of each Annual Period, for CKI’s reasonable prior approval, a schedule with existing Stores together with plans for the establishment of additional Stores in the Territory, on a jurisdiction-by-jurisdiction basis. Operator is required to open and maintain Stores within the Territory, and in certain designated key locations (cities and countries) therein, based on the Roll-Out Schedule attached hereto, as noted below, or as the parties shall mutually agree.

Operator is required to open, maintain and continuously operate the number of full price Stores as indicated on the Roll-Out Schedule attached hereto and made a part hereof as determined at the close of each Annual Period hereunder as applicable in each Region. *** If (a) the attached Roll-Out Schedule (on an *** rounded up) has *** , or (b) *** , or (c) if *** of the required number of Stores that have been opened have been shut or have discontinued operations (shut down for more than thirty (30) business days) (hereinafter “Shut” for each Region), as reviewed at the close of the Annual Period, compared to the prior Annual Period, and such “Shut” Stores have not re-opened, relocated, or replacement Stores opened within the same Annual Period, or the subsequent Annual Period (so that the “net” number of Stores that have been “Shut” is less than *** as reviewed at the close of the said subsequent Annual Period (or, the said “same” Annual Period, if applicable), in case of either (a) or (b) above, CKI may terminate

______________

1

***

 

 


 


CONFIDENTIAL TREATMENT

this Store License on twelve (12) months prior written notice exercisable within six (6) months after the close of the applicable Annual Period. However, CKI may permit Operator, and Operator will continue to comply with all of its obligations hereunder, to operate and maintain existing Stores, for up to two (2) years as permitted at that time by CKI in writing (but not longer than the then current term of any Store sublicense, as to any sublicensed Store), on a Store-by-Store basis.

(b) For purposes hereof, Merchandise shall consist of Licensed Products, as defined in the Jeanswear Accessories License only. However, in addition to Merchandise, Operator is permitted to sell within such Store as an *** , all subject to compliance with the following *** .

(c) Subject to the exclusive rights granted herein and in other agreements between CKI and Operator: CKI reserves the right to *** .

(d) Operator shall be permitted to open in the Territory, outlet Stores bearing the Mark, based on the *** . Any and all such Stores shall be considered “Stores” for the purposes of this Agreement, and shall be subject to the prior approval of CKI as to the location of each such outlet Store, and shall be subject to all the terms of this Agreement including but not limited to approvals as to decor and operations.

2.

(a) CKI shall have the right to approve the number and each specific location of each Store (prior to the execution of any lease or other commitment), and to approve the design, signage, layout, fixtures and decoration of each such Store and to approve the architect or Store planner utilized in connection with the build out of each such Store (as set forth below), as well as all packaging, Store tags or labels, business materials (including business cards), advertising and promotional materials so as to ensure that the same are of the highest quality, and are consistent with the “Calvin Klein” image. Operator recognizes that CKI will grant such approvals as to location and number subject to and consistent with its other programs for related retail outlets.

Operator recognizes that its public actions and statements can affect the image of CKI, the Trademark, the Merchandise and other trademarks used by CKI and/or its licensees and other designees, CKI’s other licensees and their respective products. Accordingly, the use and release by Operator of any and all advertising, promotional or publicity material (including press releases and other public relations media events) and (ii) any other corporate release, data or information which Operator has reason to believe might become public and, if so, could affect such image, will be prepared or conducted in consultation with and subject to the prior approval of CKI’s Public Relations Department. After any such approval, Operator will not modify such approved material or activities in any material respect, without CKI’s prior approval. CKI shall have the right to inspect each Store to ensure compliance with this Letter Agreement. Operator shall co-operate with CKI in any such inspection, shall promptly take steps to correct all deficiencies as noted by CKI during or following such inspection and will bear the expense of any follow up inspection.

(b) Operator will use its best efforts to exploit the rights granted hereunder throughout the Territory during the Term to open and maintain Stores in the various jurisdictions in the Regions and will:

(i) bear all costs incurred in connection with *** .

(ii) conduct and operate the Stores in accordance with all applicable health, safety, occupancy, tax and other governmental laws, rules and regulations;

(iii) maintain the Stores in a sanitary condition and in good repair at all times, and in accordance with the design, Store set-up (merchandising) and visual display, specifications, standards and guidelines of CKI, as promulgated from time to time and adhere to CKI’s music selections, and refurbish the Stores as may be reasonably necessary in order to keep the Stores in an up-to-date condition (every 5 years);

(iv) employ only competent, trained and exemplary personnel (and provide for dress codes and uniforms for the same) including a General Manager for all retail operations hereunder as well as Store managers, all subject to CKI’s ongoing approval;

(v) retain public relations personne


 
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