MASTER LICENSE AGREEMENT
This MASTER LICENSE AGREEMENT
(“ Agreement”) is made and entered into as of August
30, 1994, by and between FOSSIL, INC., a Delaware corporation
(hereinafter referred to as “Licensor”) with a
principal office at 2280 N. Greenville, Richardson, Texas 75082, as
Licensor, and FOSSIL PARTNERS, L.P., a Texas limited partner., as
well as any operating subsidiary and affiliates of Licensor that
becomes a party hereto after the date hereof (hereinafter referred
to collectively as “Licensees” and each a
“Licensee”).
WITNESSETH:
WHEREAS, Licensor owns rights in
certain trademarks (and the current applications for federal
registration of certain other trademarks), as well as the goodwill
associated with such trademarks and applications for
trademarks;
WHEREAS, each Licensee desires to
obtain a nonexclusive license to use such intellectual property
rights in connection with the sale, marketing and distribution of
certain goods; and
WHEREAS, Licensor is willing to
grant such a license to each such Licensee under the terms of this
Agreement.
NOW THEREFORE, in consideration of
the mutual promises contained herein, and subject to the terms and
conditions of this Agreement. Licensor and each Licensee
(severally, but not jointly) agree as follows:
ARTICLE I
License Grant
(a)
Licensor grants to each Licensee the nonexclusive right and license
to use the Marks (as defined below) in connection with the Licensed
Goods (as defined below) during the tenn of this
Agreement.
(b)
“Marks” is defined in this Agreement as (i) the
trademarks listed in Schedule A (as such may be supplemented
or amended from time to time) attached hereto, having the federal
registrations shown on Schedule A , and (ii) the trademarks
listed in Schedule B for which applications for registration
are pending in the U.S. Patent and Trademark Office as listed in
Schedule B (as such may be supplemented or amended from time
to time) attached hereto.
(c)
“Licensed Goods” is defined in this Agreement as all
goods bearing the Marks as authorized by Licensor from time to
time.
(d)
Each Licensee agrees that Licensor retains full ownership of the
Marks and the goodwill associated with the Marks, that no Licensee
shall acquire any rights in the Marks other than those rights
expressly granted by Licensor pursuant to and during the term of
this Agreement, and that use of the Marks by any Licensee inures to
the benefit of Licensor. Each Licensee agrees to cooperate
fully with Licensor in securing and maintaining the goodwill of
Licensor in the Marks, and to execute and deliver any and all
agreements, instruments and other documents necessary or
appropriate to secure, maintain and evidence such goodwill of
Licensor in the Marks.
ARTICLE II
Term
The term of this Agreement shall
commence on August 31, 1994, and shall initially be for the
12-month period immediately following such date. This Agreement
shall automatically be renewed for successive 12-month periods
unless, prior to the end of the initial term or any renewal tenn,
Licensor or Licensee gives the other party
