Exhibit 10.1
DISSOLUTION
AGREEMENT
This Dissolution Agreement (the
“Agreement”) is entered into this 1 st day of February 2007 by and between
Joe’s Jeans, Inc. (“JJI”) and Beyond Blue, Inc.
(“BBI”). Capitalized terms not defined herein
shall have the meanings assigned to them in the Master Distribution
Agreement (defined below).
WHEREAS, JJI and BBI entered into a Master Distribution
Agreement, dated as of January 1, 2004, as amended by that
certain First Amendment to Master Distribution Agreement, dated as
of February 14 , 2005 (the “First Amendment”)
(collectively, the “MDA”) pursuant to which, among
other things, JJI granted BBI an exclusive right to distribute and
sell apparel featuring the “Joe’s Jeans®”
family of trademarks (the “Brand”) in the Territory in
exchange for certain mutual obligations pursuant to the
MDA;
WHEREAS , JJI, in connection with its grant of certain
rights to BBI under the MDA, entered into an Agent Agreement with
BBI dated July 1, 2003 giving BBI certain rights to market and
exploit the Brand in Japan (“Agent
Agreement”);
WHEREAS , JJI, in connection with its grant of certain
rights to BBI under the MDA, further assigned on January 1, 2004
certain rights and obligations of JJI under a Master Distribution
and License Agreement dated July 1, 2003 by and between JJI and
Itochu Corporation (“Japan MDA”) whereby BBI accepted
certain assignment rights and obligations of JJI (“Japan
Assignment”);
WHEREAS , the parties mutually desire to terminate the
MDA, Japan Assignment and Agent Agreement on the terms and
conditions set forth herein;
NOW, THEREFORE
, in consideration of the following
covenants and agreements and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties have agreed as follows:
1.
Effective immediately, the Agent Agreement shall be deemed
terminated and each party shall have no further obligation to the
other party and the Agent Agreement shall be null and void and of
no force or effect as of the date hereof.
2.
Effective immediately, the Japan Assignment shall be deemed
terminated, all rights and obligations which BBI assumed pursuant
to the said Japan Assignment shall revert back to JJI, and the
Japan Assignment shall be null and void and of no force or
effect as of the date hereof.
3.
Effective immediately, the MDA shall be deemed terminated without
prejudice to or release of any and all past, present and future
claims, counterclaims, losses, obligations, liabilities, rights,
demands, actions or causes of action, orders, expenses, debts,
costs, attorneys’ fees, judgments, liabilities and damages of
every kind and nature whatsoever, in law, equity or otherwise,
whether now known or unknown, suspected or unsuspected, anticipated
or unanticipated, direct or indirect, fixed or contingent, now
existing or which may in the future arise that the parties may have
against the other party relating to or arising from the MDA and it
shall be understood and agreed that this Dissolution Agreement
supersedes the MDA once this Dissolution Agreement is executed by
the parties. Notwithstanding anything to the contrary herein
or in the MDA, Sections 4.7, 6.2, 8, 9.2, 10, 11 and 14 (with the
exception of 14.6, 14.9, 14.10 and 14.12(g)) shall survive
termination of the MDA.
4.
Any claims made by one party against the other party set forth in
paragraph 3 hereinabove shall be made in accordance with the
arbitration provisions set forth in Section 14.12(a) through (f) of
the MDA.
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5.
Notwithstanding anything herein to the contrary, subsequent to the
effective date of this Dissolution Agreement, BBI shall agree to
cooperate with JJI in timely delivering to JJI all customer orders,
agreements with sub-distributors as set forth in Se
