Exhibit 10.1
TRADEMARK LICENCE AGREEMENT
---------------------------
Party A ("Licensor"): GUANGZHOU PAN YU
SAN YUET FASHION MANUFACTORY LTD
Address:
2/F, Factory No. 52, Ling Xing Industry Section,
Shilou Town, PanYu, Guangzhou, the People's
Republic of China
Party B ("Licensee"): ANN TAYLOR
INC
Address:
7 Times Square, New York, NY 10036, United States
of America
Both Party A and Party B hereby agree:-
Party A grants Party B the licence to
use the "ANN TAYLOR" trademark which is
registered under its name in the
People's Republic of China. For the
avoidance of doubt, in this Agreement, the
People's Republic of China shall not
include the Hong Kong and Macau Special
Administrative Regions, nor Taiwan. The
parties execute this Agreement to
clearly set out their respective rights and
obligations and warrant that their
representatives who sign this Agreement are
duly authorised to do so.
1.
Licensed Trademark
Party A confirms that the "ANN TAYLOR" trademark is its
trademark
registered in the People's Republic of China. Party A shall attach
a
copy of the registration certificate of that trademark as an
appendix
to this Agreement. The legal characteristics of that trademark
are
consistent with its registration.
2. Grant of Licence
(i) Both
parties hereby agree that Party A grants to Party B the right
to
use the "ANN TAYLOR" trademark for the sole purposes of
manufacturing
and export in accordance with the terms of this Agreement.
(ii) The licence to
use the "ANN TAYLOR" mark, which Party A grants to
Party B, is a general and non-exclusive license. Whilst Party A
grants
the licence to Party B, Party A reserves all its trademark
rights.
(iii) In accordance with the
scope of the trademark registration, Party A
allows Party B to use the "ANN TAYLOR" trademark in respect of
the
registered goods, packaging, tags, labels and advertising
materials,
etc.
(iv) Party A permits
Party B to use the "ANN TAYLOR" trademark on all
registered goods subject to Clause 2(i). This Licence shall be
extended to the companies within Party B's group, and to Party B's
and
its group companies' suppliers, manufacturers, sub-contractors,
etc.
within the People's Republic of China to process, manufacture
and
produce. However, all the goods and related articles bearing the
"ANN
TAYLOR" trademark cannot be sold in the People's Republic of
China.
Party B shall exercise reasonable commercial endeavours to
supervise
its group companies' and all relevant suppliers, manufacturers
and
sub-contractors's compliance with this clause. In the event of
any
breach of this Agreement by any of its suppliers, manufacturers
or
subcontractors, Party B shall take action to have them
immediately
cease and if necessary, bring legal action against them. Party B
shall
also give such reasonable assistance as may be required by Party A
to
take action against such supplier, manufacturer or subcontractor
for
infringement of the "ANN TAYLOR" trade mark. Party B warrants
the
quality of its products bearing the "ANN TAYLOR" trademark and
Party A
shall not bear any legal liabilities arising from the
manufacturing
and export whether within or outside the territory.
3.
Rights
(i) Party A
agrees that it sha
