Exhibit
10.1
EXECUTION
COPY
AMENDMENT NO. 1
TO
TRADEMARK LICENSE
AGREEMENT
THIS AMENDMENT TO TRADEMARK
LICENSE AGREEMENT is made
and entered into on this 2 nd day of May, 2005 by and
among SPTC DELAWARE, LLC, a Delaware limited liability company (as
assignee of SPTC, Inc., a Delaware corporation) (“
SPTC ”) and SOTHEBY’S HOLDINGS, INC., a
Michigan corporation (“ Holdings ”), on
the one hand, and CENDANT CORPORATION, a Delaware Corporation
(“ Parent ”) and SOTHEBY’S
INTERNATIONAL REALTY LICENSEE CORPORATION (f/k/a Monticello
Licensee Corporation), a Delaware corporation (“
Licensee ”). Capitalized terms used herein and
not defined herein shall have the meaning ascribed to such terms in
the License Agreement (as defined below).
WHEREAS, SPTC, Holdings, Parent and
Licensee entered into that certain Trademark License Agreement on
February 17, 2004 (the “License Agreement”);
and
WHEREAS, the parties hereby desire
to amend the License Agreement to (i) modify the mutual referral
program set forth in Article VI thereof, (ii) modify the definition
of Authorized Brokerage Services to include, in certain
circumstances, commercial real estate brokerage services, (iii)
modify the manner in which Branded Operators may provide Excluded
Services, and (iv) clarify that Licensee and Branded Operators can
use the abbreviation “SIR” in internet domain names,
each on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of
the foregoing premises and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties
agree as follows:
1.
Referrals by Licensor . The first sentence of Section 6.1(a)
is hereby deleted in its entirety and replaced with the
following:
“(a) Licensee
agrees to pay Licensor (or to a Licensor Affiliate designed by
Licensor) a fee equal to 25% of any gross commission income per
transaction side earned by Licensee or any Company Affiliate from
the provision of Authorized Brokerage Services to a third party
referred by Licensor or any Licensor Affiliate to the Licensee
Group for such Authorized Brokerage Services, provided that such
third party is not an Existing Brokerage Lead (it being understood
that Licensee shall give first preference in transmitting any such
referral to Branded Operators).”
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2.
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Authorized Commercial Services
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2.1
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A new Section 2.4 shall be added to the License
Agreement as follows:
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“Section 2.4. Authorized
Commercial Services . Notwithstanding anything to the contrary
contained in this Agreement, Commercial Qualifying Branded
Operators shall be permitted to provide real estate brokerage
services for commercial properties under the Licensed Marks,
subject to the following conditions: (i) any such commercial real
estate brokerage service is offered as a service ancillary to the
provision of real estate brokerage services for Residential Real
Estate and (ii) such Branded Operator shall not hold itself out as
providing such commercial real estate brokerage services as its
principal business or as being a stand-alone provider solely of
such services (the provision of real estate brokerage services for
commercial properties in compliance with (i) and (ii), “
Authorized Commercial Services ”). “
Commercial Qualifying Branded Operator ” shall
mean a Branded Operator whose aggregate listings of commercial
properties marketed under the Licensed Marks pursuant to this
Agreement do not exceed five percent (5%) of all listings marketed
under the Licensed Marks pursuant to this Agreement by such Branded
Operator in any calendar year (or portion thereof) included in the
term of the agreement between Licensee (or a Company Affiliate) and
such Branded Operator. Notwithstanding the foregoing, only
Commercial Qualifying Branded Operators who have been authorized to
provide, and shall be currently providing, Authorized Commercial
Services under agreements in effect on February 17, 2014 shall be
authorized to p
