FIRST AMENDMENT TO LICENSE
AGREEMENT DATED FEBRUARY 1, 1997
BETWEEN TOMMY HILFIGER LICENSING, INC.
AND TOMMY HILFIGER EUROPE B.V.
AGREEMENT entered into this 1st day of December, 1997, by and between
TOMMY HILFIGER LICENSING, INC., having an address at 913 N. Market Street,
Wilmington, Delaware 19801 (hereinafter referred to as 'Licensor') and TOMMY
HILFIGER EUROPE B.V., having its offices at Atlanta Building, Stadhouderskade 6,
1054 ES Amsterdam, The Netherlands (hereinafter referred to as 'Licensee').
W I T N E S S E T H :
WHEREAS, Tommy Hilfiger Licensing, Inc. and Pepe Jeans London Corporation
('PLJC'), entered into a license agreement dated February 1, 1997 ('License
Agreement'), which License Agreement was, on June 1, 1997, was assigned by PLJC
to Tommy Hilfiger Europe B.V.; and
WHEREAS, the parties have agreed to the amendments to said
agreement contained herein;
NOW, THEREFORE, the parties hereto, in consideration of the mutual
agreements herein contained and promises herein expressed, and for other good
consideration acknowledged by each of them to be satisfactory and adequate, do
hereby agree as follows:
1. Unless otherwise specified herein, all capitalized terms used herein
shall have the meanings ascribed to them in the License Agreement.
2. Paragraph 8.9 of the License Agreement shall be deleted in its entirety
and in lieu of the following is added:
'8.9 MANUFACTURE OF LICENSED PRODUCTS.
(a) Simultaneous to executing this Agreement, Licensee shall
execute and abide by the Certification in the form as
attached hereto as Exhibit H, and shall execute and abide
by all Certifications provided by Licensor from time to
time.
(b) Licensee shall not utilize any factory (whether operated
by Licensee or by Licensees manufacturers' contractors)
in the manufacture of
Licensed Products unless (i) it has been inspected and
approved, in writing, by an authorized employee or agent of
Licensee; and (ii) Licensee has obtained and provided to
Licensor, the signature of an authorized representative from
each of its manufacturers and each of such manufacturer's
contractors (if any) used in the production of the Licensed
Products hereunder on a Third Party Manufacturing Agreement
in the form as attached hereto as Exhibit D or such other
form as may be provided by Licensor from time to time.
Licensee shall further obtain and provide to Licensor the
signature of an authorized representative from each of
Licensee's or Licensee's manufacturer's suppliers of fabric,
trim or any other product used in the manufacture of the
Licensed Products on a Certification in the same form as
that which is attached hereto and hereafter referred to as
Exhibit H, or such other form which is provided by Licensor
from time to time. Licensee shall provide a copy of each
such executed Agreement and Certification to Licensor within
thirty (30) days from the date of execution.
(c) All Licensed Products manufactured in the United States
(whether by Licensee, by Licensee's manufacturer or by
manufacturers' contractors) shall be in compliance with all
applicable requirements of Sections 6, 7, and 12 of the Fair
Labor Standards Act, as amended, and all regulations and
orders of the United States Department of Labor under
Section 14 thereof, and applicable state and local laws
pertaining to child labor, minimum wage and overtime
compensation, and, if the merchandise is manufactured
outside the United States, it will be manufactured in
compliance with the wage, overtime compensation, benefits,
hour, hiring and employment, workplace conditions and
safety, environmental, collective bargaining, freedom of
association laws of the country of manufacture and without
the use of child (persons under the age of fifteen or
younger than the age for completing compulsory education, if
that age is higher than 15), prison, indentured, bonded,
forced or slave labor.
(d) Licensee shall have in effect (or will promptly develop), to
the satisfaction of Licensor, a program of monitoring
Licensee's manufacturers and such manufacturer's contractors
and suppliers for compliance with the requirements of
Article 8.9(c) above.
(e) Licensee will require that commercial invoices which
accompany all Licensed Products manufactured on Licensee's
behalf include the following language (either pre-printed or
'stamped'):
'We hereby certify that the merchandise (including
components thereof) covered by this shipment was
manufactured in compliance with (1) all applicable
requirements of Sections 6, 7, and 12 of the Fair
Labor Standards Act, as amended and all regulations
and orders of the United States Department of Labor
under Section 14 thereof, and applicable state and
local laws pertaining to child labor, minimum wage and
overtime compensation, and, (2) if the merchandise was
manufactured outside the United States, it was
manufactured in compliance with all of the applicable
requirements of the wage, benefits, hour, hiring and
employment, workplace conditions and safety,
environmental, collective bargaining, freedom of
association, laws of the country of manufacture and
without the use of child (persons under the age of 15
or younger than the age for completing compulsory
education, if that age is higher than 15), prison,
indentured, bonded, forced or slave labor. We further
certify that we have in effect a program of monitoring
our manufacturers and suppliers and other designated
contract facilities which manufacture Tommy Hilfiger
[Registered Mark] brand merchandise to ensure their
compliance with the Fair Labor Standards Act and all
state, local and foreign laws pertaining to wages,
overtime compensation, benefits, hours, hiring and
employment, workplace conditions and safety, environ-
mental, collective bargaining, freedom of association
and that their products or and the components thereof
are made without the use of child (persons under the
age of 15 or younger than the age for completing
compulsory education, if that age is higher than 15),
prison, indentured, bonded, forced or slave labor. We
also certify that upon importation (if applicable)
this shipment is in compliance with all laws
applicable to the designation of country of origin
and is being shipped under legally issued and valid
export license or visa.'
(f) In order to maintain Licensor's high standard of quality
control and to insure that appropriate measures are taken
against counterfeiting, Licensee shall provide notice to
Licensor, on a quarterly basis, including all of the
following information: (i) name and address of each
manufacturer; (ii) type of Licensed Products manufactured by
such manufacturer; (iii) quantity of Licensed Products to be
manufactured; and (iv) any other relevant information.
(g) In the event Licensee has knowledge of, has reason to
believe, or should have reason to know that any
manufacturer, any of the manufacturer's contractors or
suppliers used by Licensee is in
breach of the Certification or Third Party Manufacturing
Agreement, as the case may be, Licensee shall immediately
notify Licensor and Licensee shall, at its sole expense,
take immediate action to rectify such breach, including,
where Licensor deems it necessary, immediate termination of
its relationship with such manufacturer. If Licensee fails
to take immediate action or such action is not successful,
Licensee shall assign its rights to proceed against such
manufacturer to Licensor and Licensor shall, at Licensee's
expense, have the right to pursue all available remedies to
protect its rights. Notwithstanding the foregoing, Licensee
acknowledges that it shall remain primarily liable and
completely obligated under all of the provisions of this
Agreement in respect of the production of Licensed Products
hereunder.
(h) Licensee shall not utilize or permit any of its
manufacturers, each of such manufacturer's contractors or
suppliers used in the manufacture of Licensed Products to
utilize in the manufacture or treatment of any of the
Licensed Products (including the components thereof)
manufactured hereunder any AZO dyes that can be split into
any of the following amines:
CAS #
4-Aminobiphenyl 92-67-1
Benzidine 92-87-5
4-Chloro-o-toluidine 95-69-2
2-Naphthylamin 91-59-8
o-Aminoazotoluol 97-56-3
2-amino-4-nitrotoluol 99-55-8
Chloroaniline 106-47-8
2,4-Diaminoanisole 615-05-4
4,4'-Diaminodiphenylmethane 101-77-9
3,3'-Dichlorbenzidin 91-94-1
3,3'-Dimethoxybenzidine 119-90-4
3,3'-Dimethylbenzidine 119-93-7
3,3'-Dimethyl- 838-88-0
4,4'diaminodiphenylmethane
p-Kresidin 120-71-8
4,4'Methylen-bis-(2-chloranilin) 101-14-4
4,4'Oxydianiline 101-80-4
4,4'Thiodianiline 139-65-1
o-Toluidine 95-53-4
2,4-Toluylenediamine 95-80-7
2,4,5-Trimethylaniline 137-17-7
(i) Licensee's use or any of Licensee's manufacturers and each
of such manufacturers' contractors and suppliers' use of the
following chemicals in connection with the manufacturer or
treatment of any of the Licensed Products (including the
components thereof) manufactured hereunder, shall be in
accordance with the following standards or further standards
Licensor may designate from time to time:
(i) Formaldehyde: Must be less than 300 p.p.m. when tested
in by the Acetylacetone method in accordance with
Japanese law 112.
(ii) Pentachlorophenol (Pesticides): Must be less than 5
p.p.m.
and; (iii)Nickel: In the event any metal parts of a garment
or other merchandise coming into contact with the skin,
contain nickel in excess of 0.5 micrograms per square
centimeter/week, Company must be so notified and
special warning labels need to be attached to the
garment.'
3. Paragraph 8.11 of the License Agreement is hereby deleted in its
entirety and in lieu of the following is added:
'8.11 LICENSEE AND THIRD PARTY FACILITIES; INSPECTION OF FACILITIES.
Licensee represents and warrants that Licensee and any manufacturers,
contractors or suppliers ('Third Parties') utilized hereunder shall
operate all facilities in accordance with the United States Federal
Government's guidelines for Fair Labor Standards including but not
limited to maintaining safe regulated working conditions and shall at
no time employ minors in connection with the manufacture, sale,
storage or distribution of Licensed Products. Licensee shall
regularly, and not less than two (2) times per year, inspect the
facilities it utilizes and those facilities utilized by Third Parties
for compliance with this Provision and shall take all action
necessary to cure any deficiencies. Licensee further agrees that it
shall terminate any agreement with any third party found to be in
default of the terms of this provision on three (3) separate
inspections. Licensor and its duly authorized representatives shall
have the right, during normal business hours and upon reasonable
notice, to inspect all facilities utilized by Licensee, its
contractors and suppliers in connection with the manufacture, sale,
storage or distribution of Licensed Products, and to examine (i) the
Licensed Products at all stages manufacture; (ii) the manufacturing
facility, residential facilities (if any) and any manufacturing
and/or residential facility; (iii) the books and records relating to
employee wages, employee timecards, evidence of employee age,
shipping documents, cutting reports and other documentation relating
to the manufacture and shipment of the Licensed Products; and (iii)
the books and records relating to the use of chemicals and dyestuffs
in the fabrics, trims, garments and other
components of the Licensed Products manufactured hereunder.'
4. Exhibit D of the License Agreement is hereby replaced with a new
Exhibit D, in the form as attached hereto and such other form as provided by
Licensor from time to time.
5. Except as modified hereby, all other paragraphs contained therein
shall remain in full force and effect and nothing contained herein shall alter
them in any way and are hereby in all respects ratified and confirmed.
IN WITNESS WHEREOF, Licensor and Licensee have respectively signed this
Amendment as of the date first written above.
TOMMY HILFIGER LICENSING, INC. TOMMY HILFIGER EUROPE B.V.
By: /s/ Virginia M. Cleary By: /s/ L. R. Onnink
Title: Assistant Secretary Title: Director
Date: December 1, 1997 Date: 17 Nov. 1997
License Agreement - Tommy Hilfiger Licensing Inc. and Tommy Hilfiger Europe BV
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