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Marketing Cooperating Agreement - Salton/Maxim Housewares Inc. and Windmere-Durable Holdings Inc.


         This Marketing Cooperation Agreement ('Agreement') is made as of
July 11, 1996 by and between Salton/Maxim Housewares, Inc., a Delaware
corporation ('Salton'), and Windmere-Durable Holdings, Inc., a Florida
corporation ('Windmere').


         A.      Pursuant to that certain Stock Purchase Agreement between
Salton and Windmere dated as of February 27, 1996 (the 'Stock Purchase
Agreement'), Windmere has concurrently herewith sold, assigned, transferred,
conveyed and delivered to Windmere certain shares.

         B.      Salton and Windmere are also parties to a Stockholder
Agreement dated as of July 11, 1996 (the 'Stockholder Agreement'), pursuant to
which Windmere and the Company establish certain terms and conditions
concerning Windmere's investment in Salton and Salton's corporate governance.

         C.      Both Salton and Windmere believe that, in order to form a
successful strategic alliance that will enhance the overall competitive
position of each party without limiting the competition which may exist between
them, Salton and Windmere shall participate in a variety of mutually
satisfactory marketing cooperation efforts designed to achieve maximum market
penetration for both parties.

         NOW, THEREFORE, in consideration of the foregoing premises and the
covenants set forth in this Agreement, Salton and Windmere hereby agrees as


         Capitalized terms used in this Agreement without definition shall have
         the respective meanings accorded to them in the Stockholder Agreement.


2.1      Cooperation Efforts.  Under this Agreement and in a manner consistent
         with all applicable laws and regulations, each of Salton and Windmere
         shall participate in a variety of mutually satisfactory marketing
         cooperation efforts designed to expand the market penetration of each
         of Salton and Windmere through, among other things: (i) the expansion
         of distribution bases or channels; (ii) the possible use of
         co-branding or housebrand strategies for certain products; and (iii)
         the possible coordination of promotional activities.  Notwithstanding
         the foregoing, the parties agree that the terms of any transaction or
         series of related transactions between Salton and Windmere arising
         from or relating to any such marketing cooperation

         efforts (collectively, 'Marketing Transactions') shall be subject to
         the provisions of Section 5.3 of the Stockholder Agreement.

2.2      Marketing Cooperation Conference.  Without limiting the generality of
         the foregoing, the parties agree that a marketing conference shall be
         held at least once every ninety (90) days to identify marketing
         cooperation opportunities.  Windmere shall host the first such
         conference within three (3) months of the date hereof.  Thereafter,
         each party shall alternate hosting every other such conference held
         throughout the term hereof.  Such conference size, format (in person,
         video conference or teleconference), topics and schedule will be
         decided between the parties.


3.1      Definition.  The term 'Confidential Information' shall mean any
         information disclosed by one party (the 'Disclosing Party') to the
         other party (the 'Receiving Party') concerning the operations and
         affairs of the Disclosing Party or its Affiliates in connection with
         the performance of this Agreement or any Marketing Transaction.

3.2      Confidentiality Obligations.  Receiving Party and its Affiliates will
         treat and hold as such, and except as contemplated by any Marketing
         Transaction, will not use for the benefit of themselves or others, any
         Confidential Information.  Receiving Party and its Affiliates shall
         not disclose such Confidential Information to any third party during
         the term of this Agreement or at any time thereafter.  The Receiving
         Party shall only permit disclosure of the Confidential Information to
         the Receiving Party's directors, officers, employees, agents and
         advisors who have a need to know (it being agreed that such directors,
         officers, employees, agents and advisors shall be informed by the
         Receiving Party of the confidential nature of such information and
         that by receiving such information they are agreeing to be bound by
         this Agreement) and shall not use the Confidential Information for any
         purpose other than the purpose contemplated by this Agreement.

3.3      Exceptions.  The confidentiality obligations set forth in this Article
         3 shall not apply to any information which:

         (a)     is rightfully in the possession of the Receiving Party prior
                 to receipt from the Disclosing Party; or

         (b)     is rightfully received by the Receiving Party from a third
                 party without the breach of any restriction on disclosure; or

         (c)     is disclosed pursuant to applicable laws, regulations or court
                 order, provided that the Receiving Party shall give the
                 Disclosing Party prompt notice of such request so that


                 the Disclosing Party has an opportunity to defend, limit or
                 protect such disclosure; or

         (d)     is established to be in the public domain other than as a
                 consequence of a breach of an obligation undertaken not to
                 disclose the information; or

         (e)     is made public by the Disclosing Party.

Article 4.  TERM

         The term of this Agreement shall commence on the date hereof and shall
         terminate at the first time after the date hereof that the Purchaser
         Interest shall have been less than thirty percent (30%) for a period
         of at least ten (10) consecutive days.

Article 5.  NOTICE

         Any notice required or permitted to be given under this Agreement
         shall be written, and may be given by personal delivery, by cable,
         telecopy, telex or telegram (with a confirmation copy mailed as
         follows), by Federal Express, United Parcel Service, DHL, or other
         reputable commercial delivery service, or by registered or certified
         mail, first-class postage prepaid, return receipt requested.  Notice
         shall be deemed given upon actual receipt.  Mailed notices shall be
         addressed as follows, but each party may change address by written
         notice in accordance with this paragraph.

                 To Salton:                Salton/Maxim Housewares, Inc.
                                           550 Business Center Drive
                                           Mount Prospect, Illinois  60056
                                           Attention: Chief Executive Officer
                                           Fax:  (708) 803-8080

                 with a copy to:           Sonnenschein Nath & Rosenthal
                                           8000 Sears Tower
                                           Chicago, Illinois  60606
                                           Attention: Neal Aizenstein, Esq.
                                           Fax:  (312) 876-8938

                 To Windmere:              Windmere Corporation
                                           5980 Miami Lakes Drive
                                           Miami Lakes, Florida  33014-9867
                                           Attention: Chief Executive Officer
                                           Fax:  (305) 364-0502

                 with a copy to:           Greenberg, Traurig, Hoffman,
                                           Lipoff, Rosen & Quentel, P.A.
                                           1221 Brickell Avenue


                                           Miami, Florida  33131
                                           Attention: Andrew Hulsh, Esq.
                                           Fax:  (305) 599-0717

         This Agreement shall be governed by, construed under and enforced in
         accordance with, the laws of the State of Delaware without regard to
         its conflict-of-laws principles.

Article 7.  ASSIGNMENT

         This Agreement and all of the provisions hereof shall be binding and
         inure to the benefit of Salton, Windmere and their respective
         successors and assigns.  Neither party hereto shall assign or transfer
         any rights, privileges or obligations hereunder without the prior
         written consent of the other party hereto.


8.1      Negotiation and Arbitration.  All disputes relating to this Agreement
         or any Marketing Transaction shall be settled through friendly
         negotiation between the parties, including providing written notice of
         the dispute to the other party in advance of submitting any dispute to
         arbitration pursuant to Section 8.2 hereof.  The parties agree that no
         such arbitration concerning a dispute between the parties will be
         started until after the senior executive of each company has attempted
         to speak (in person, by telephone or by videophone) to the other
         concerning the dispute and attempted to resolve the dispute.  In case
         no settlement can be reached, the dispute shall be submitted to
         arbitration as provided in Section 8.2.

8.2      Arbitration Procedures.  All disputes relating to this Agreement or
         any Marketing Transaction which are not resolved in accordance with
         Section 8.1 hereof shall be finally settled by the arbitration
         procedures set forth below and in accordance with the applicable
         procedures of arbitration of the Commercial Arbitration Rules of the
         American Arbitration Association as in effect from time to time.  In
         the event of such a dispute, a party may commence arbitration
         hereunder by delivering to the other party a notice of arbitration (a
         'Notice of Arbitration').  The Notice of Arbitration shall specify the
         matters as to which arbitration is sought, the nature of any dispute
         or the claims of such party to the arbitration and shall specify the
         amount and nature of damages, if any, sought to be recovered as a
         result of any alleged claim, and any other matters required by the
         Commercial Arbitration Rules of the American Arbitration Association
         as in effect from time to time to be included therein, if any.  The
         arbitration proceeding shall be held before three (3) arbitrators in
         the headquarters city of the party not initiating the claim.  Two (2)
         of the arbitrators shall first be appointed by the parties, one (1) by
         Salton (the 'Salton


         Arbitrator') and one (1) by Windmere (the 'Windmere Arbitrator').  In
         the event that either party fails to select an arbitrator as set forth
         herein within twenty (20) days from the delivery of a Notice of
         Arbitration, then the matter shall be resolved by the arbitrator
         selected by the other party.  The Salton Arbitrator and the Windmere
         Arbitrator shall appoint a third arbitrator, who shall act as the
         chairman of the arbitral tribunal.  If the Salton Arbitrator and the
         Windmere Arbitrator fail to appoint a third arbitrator within twenty
         (20) days after they have been appointed, the Salton Arbitrator and
         the Windmere Arbitrator shall each prepare a list of three independent
         arbitrators.  The Salton Arbitrator and the Windmere Arbitrator shall
         each have the opportunity to designate as objectionable and eliminate
         one (1) arbitrator from the other arbitrator's list within seven (7)
         days after submission thereof, and the third arbitrator shall then be
         selected by lot from the arbitrators remaining on the lists submitted
         by the Salton Arbitrator and the Windmere Arbitrator.  The law applied
         in such proceeding shall be the same as the governing law selected in
         Article 6 of this Agreement.  The arbitration procedure set forth
         above shall be the sole and exclusive method for resolving and
         remedying claims for money damages arising out of the terms of this
         Agreement or any Marketing Transaction.  The results of such
         arbitration shall be conclusive and binding upon the parties, and
         shall be enforceable in any court having jurisdiction over the parties
         against whom the award was rendered.  The arbitrators selected
         pursuant to this Article 8 will determine the allocation of the costs
         and expenses of arbitration based upon the percentage which the
         portion of the contested amount not awarded to each party bears to the
         amount actually contested by such party.


         Should any clause, sentence, or paragraph of this Agreement judicially
         be declared to be invalid, unenforceable, or void, such decision shall
         not have the effect of invalidating or voiding the remainder of this
         Agreement unless the economic equity of the parties is materially
         affected thereby.


         This Agreement sets forth the entire agreement and understanding
         between the parties as to the subject matter of this Agreement and
         merges all prior discussions between them, and neither of the parties
         shall be bound by any modification of this Agreement, other than as
         duly set forth on or subsequent to the date hereof in writing and
         signed by a duly authorized representative of the party to be bound
         thereby; provided that any amendment or waiver of any of the
         provisions of this Agreement may only be made in accordance with the
         terms of the Stockholder Agreement.


Article 11.  COOPERATION.

         Each of the parties agrees to do such further acts and to execute and
         deliver such additional documents as are reasonably necessary or
         appropriate to give effect to the transactions contemplated by this
         Agreement and carry out the purpose and intent of this Agreement.


         The parties acknowledge and agree that any unauthorized use, transfer
         or copying of the Confidential Information will cause irreparable
         injury to the Disclosing Party by substantially diminishing the value
         of the Disclosing Party's trade secrets and other proprietary rights
         contained in the Confidential Information.  Therefore, if the
         Receiving Party (including its directors, officers, employees, agents
         and advisors) attempts to use, transfer, copy, license, assign or
         otherwise convey the Confidential Information in any manner contrary
         to the terms of this Agreement, the Disclosing Party shall, in
         addition to any other remedies available to it, have the right to
         enjoin, preliminary and permanently, the Receiving Party from any such
         act, and the Receiving Party hereby acknowledges that other remedies
         are inadequate and consents to such injunction.


         This Agreement may be executed in one or more counterparts all of
         which taken together will constitute one and the same instrument.

Article 14.  HEADINGS

         Headings of Articles and other provisions of this Agreement are for
         convenience only, and do not alter the meaning of this Agreement.

         IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute this Marketing Cooperation Agreement, on the dates
below indicated.


By:                                        By:                          
    --------------------                       -------------------------
Name:  David M. Friedson                   Name:  Leonhard Dreimann
Title: President                           Title: Chief Executive Officer
Date:  July 11, 1996                       Date:  July 11, 1996


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