{"id":42218,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/design-services-agreement-polo-ralph-lauren-enterprises-lp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"design-services-agreement-polo-ralph-lauren-enterprises-lp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/design-services-agreement-polo-ralph-lauren-enterprises-lp-and.html","title":{"rendered":"Design Services Agreement &#8211; Polo Ralph Lauren Enterprises LP and Jones Apparel Group Inc."},"content":{"rendered":"<pre>\n      DESIGN SERVICES AGREEMENT dated as of October 18, 1995, by and between\nPolo Ralph Lauren Enterprises, L.P. (the 'Design Partnership'), with a place of\nbusiness at 650 Madison Avenue, New York, New York 10022 and Jones Apparel\nGroup, Inc. (the 'Company') with a place of business at 250 Rittenhouse Circle,\nBristol, Pennsylvania 19007.\n\n      Ralph Lauren ('Lauren') is an internationally famous designer who has been\ntwice inducted into the Coty Hall of Fame for his design of men's and women's\nfashions, is the recipient of the CFDA Lifetime Achievement Award, and is a\ncreator of original designs for cosmetics, jewelry, home furnishings and other\nproducts.\n\n      Polo Ralph Lauren, L.P., a Delaware limited partnership ('Polo'), holds\nthe right and interest in and to certain trademarks and trade names, as same may\nbe used in connection with the manufacture and sale of Licensed Products, as\nhereinafter defined, and on even date herewith, the Company has obtained the\nright to use a specified trademark (the 'Trademark') in connection with the\nLicensed Products, pursuant to a license agreement ('License Agreement') of even\ndate herewith by and between the Company and Polo.\n\n      The value of the Trademark is largely derived from the reputation, skill\nand design talents of Lauren, and Lauren, directly and through his designees,\nprovides design services through the Design Partnership.\n\n      The Company desires to obtain the services of the Design Partnership in\nconnection with the creation and design of the Licensed Products.\n\n      The Company desires, in order to exploit the rights granted to it under\nthe License Agreement, to engage and retain the Design Partnership to create and\nprovide to the Company the designs for its line of Licensed Products. The Design\nPartnership is willing to furnish such designs and render such services on the\nbasis hereinafter set forth. As used herein, the term 'Licensed Products' shall\nhave the meaning set forth in the License Agreement.\n\n      In consideration of the foregoing premises and of the mutual promises and\ncovenants herein contained, the parties hereto, intending to be legally bound,\nhereby agree as follows:\n\n\n      1.  Designs; Assistance.\n\n      1.1 The parties understand and agree that the Company will be principally\nresponsible for the development and presentation\n\n\n                                        1\n\nto the Design Partnership of designs for Licensed Products, which designs will\nbe reviewed by the Design Partnership and which the Design Partnership may\napprove, disapprove or modify in its sole discretion, in accordance with the\nterms and conditions set forth herein.\n\n      1.2 The Design Partnership and the Company shall create each season, from\nthe Design Partnership's ideas, a program of design themes and concepts with\nrespect to the design of the Licensed Products ('Design Concepts'), which shall\nbe embodied in written descriptions of design themes and concepts, designs and\nsketches of all looks for the season, and samples of trim and fabrics in the\ndesired qualities and colors. The Company and the Design Partnership shall\nconfer on Design Concepts and shall make such modifications as are required to\nmeet the Design Partnership's final approval, which final approval may be\ngranted or withheld in the Design Partnership's sole discretion.\n\n      1.3 The Design Partnership may engage such employees, agents, and\nconsultants operating under the Design Partnership's creative supervision and\ncontrol as it may deem necessary and appropriate.\n\n      1.4 From time to time while this Agreement is in effect, the Design\nPartnership may (a) develop or modify and implement designs from the Design\nConcepts or other designs furnished by the Design Partnership or (b) develop and\nimplement new designs.\n\n      1.5 The Company shall be principally responsible for creating designs for\neach season consistent in all respects with the approved Design Concepts for\nthat season, and shall consult with the Design Partnership in good faith with\nrespect to all such designs.\n\n      1.6 The Company understands that all or portions of the Design Concepts\nmay be furnished to the Company through or in cooperation with other entities to\nwhich the Design Partnership has provided design services. The Company upon its\nprior written authorization shall pay all costs, including shipping and handling\ncharges, for fabric swatches or mill chips, sketches, specifications, paper\nsample patterns and product samples furnished to the Company by the Design\nPartnership or such other entities.\n\n      1.7 All patents and copyrights on designs of the Licensed Products created\nor supplied by the Design Partnership shall be owned exclusively, and applied\nfor, by the Design Partnership or its designee, at the Design Partnership's\ndiscretion and expense, and shall designate the Design Partnership or its\ndesignee as the patent or copyright owner, as the case may be, therefor. All\npatents and copyrights on designs of the Licensed Products created or supplied\nby the Company shall be owned exclusively,\n\n\n                                        2\n\nand applied for, by the Company or its designee, at the Company's discretion and\nexpense, and shall designate the Company or its designee as the patent or\ncopyright owner, as the case may be, therefor.\n\n      1.8 Company acknowledges that the Licensed Products contain elements which\nin concept, execution and\/or presentation are unique. Company agrees that it\nwill not, during the term of the Agreement, use any designs submitted or\nmodified by the Design Partnership or any designs which are comparable and\/or\ncompetitive with Licensed Products and which may be identified as Design\nPartnership designs.\n\n      2.  Design Legends; Copyright Notice and License.\n\n      2.1 All designs, patterns, sketches, artwork, logos and other materials of\nLicensed Products and the use of such designs, artwork, sketches, logos and\nother materials created by the Design Partnership or the Design Studio, or,\nsubject to paragraph 2.7 hereof, created by or for the Company and reviewed and\napproved by the Design Partnership, or developed by or for the Company from\nDesign Concepts or subsequent design concepts furnished or approved by the\nDesign Partnership (all of which shall hereinafter constitute Design Concepts),\nshall be the property of the Design Partnership and shall be subject to the\nprovisions of this paragraph 2.\n\n      2.2 All right, title and interest in and to the samples, sketches, design,\nartwork, logos and other materials furnished to Company by the Design\nPartnership, and in all logos or crests which become associated with the\nTrademark, regardless of whether such logos or crests are created or furnished\nby the Company or the Design Partnership, are hereby assigned to and shall be\nthe sole property of the Design Partnership. The Company shall cause to be\nplaced on all Licensed Products appropriate notice designating the Design\nPartnership as the copyright or design patent owner thereof, as the case may be.\nThe manner of presentation of said notices shall be reviewed and approved by the\nDesign Partnership prior to use thereof by the Company.\n\n\n                                        3\n\n      2.3. The Design Partnership hereby grants to the Company the exclusive\nright, license and privilege ('License') to use the designs furnished hereunder\nand all copyrights, if any, and patents, if any therein; provided, however, that\nthe License is limited to use in connection with Licensed Products manufactured\nand sold, or imported and sold, pursuant to the License Agreement and only for\nthe seasonal collection for which such Design Concepts are approved. All other\nrights in and to the designs furnished hereunder, including without limitation\nall rights to use such designs in connection with products other than Licensed\nProducts (as defined in the License Agreement) and in territories other than the\nTerritory (as defined in the License Agreement) are expressly reserved by the\nDesign Partnership. The License shall continue only for such period as this\nAgreement shall be effective. The Design Partnership shall execute and deliver\nto the Company all documents and instruments necessary to perfect or evidence\nthe License. Upon termination of this Agreement, for any reason whatsoever, any\nand all of the Company's right, title and interest in and to the License shall\nforthwith and without further act or instrument be assigned to, revert to and be\nthe sole and exclusive property of the Design Partnership, and the Company shall\nhave no further or continuing right or interest therein, except the limited\nright to complete the manufacture of and sell Licensed Products during any\nDisposal Period, as set forth in paragraph 6.3 hereof. In addition, the Company\nshall thereupon (i) execute and deliver to the Design Partnership all documents\nand instruments necessary to perfect or evidence such reversion, (ii) refrain\nfrom further use of any of the Design Concepts and (iii) refrain from\nmanufacturing, selling or distributing any products (whether or not they bear\nthe Trademark) which are confusingly similar to or derived from the Licensed\nProducts or Design Concepts.\n\n      2.4 Company shall not sublicense any of the rights granted hereunder\nwithout first obtaining the Design Partnership's prior written consent in\nconnection therewith, which consent may be withheld by the Design Partnership in\nits sole discretion.\n\n      2.5 The Design Partnership represents and warrants to the Company that it\nhas full right, power and authority to enter into this Agreement, to perform all\nof its obligations hereunder and to consummate all of the transactions\ncontemplated herein.\n\n      2.6 The Company represents and warrants to the Design Partnership that the\nCompany has full right, power and authority to enter into this Agreement, to\nperform all of its obligations hereunder and to consummate all the transactions\ncontemplated herein.\n\n      3.  Licensed Products.\n\n      3.1 All aspects of the design of Licensed Products for each\n\n\n                                        4\n\nseason, including, but not limited to, the type and quality of materials,\ncolors, workmanship, styling, detail, dimensions and construction to be used in\nconnection therewith, shall strictly adhere to the Design Concepts approved by\nthe Design Partnership for such season. In addition, all Licensed Products shall\nbe at least of the same quality as comparable products in the Jones New York\nline as of the date of this Agreement.\n\n      3.2 In the event that any Licensed Product is, in the judgment of the\nDesign Partnership, not designed, manufactured or sold in strict adherence to\nthe approved Design Concepts, or if the quality is below the standards required\nhereunder, the Design Partnership shall notify the Company thereof in writing\nand the Company shall promptly repair or change such Licensed Product to conform\nstrictly thereto. If an item of Licensed Product as repaired or changed does not\nstrictly conform to the Final Prototypes and such strict conformity or\nimprovement in quality cannot be obtained after at least one (1) resubmission,\nthe Trademark shall be promptly removed from the item, at the option of the\nDesign Partnership, in which event the item may be sold by the Company without\npayment or compensation hereunder.\n\n      3.3 The Design Partnership and its duly authorized representative shall\nhave the right, upon reasonable notice during normal business hours, to inspect\nall facilities utilized by the Company (and its contractors and suppliers) in\nconnection with the preparation of Prototypes and the manufacture, sale, storage\nor distribution of Licensed Products pursuant hereto and to examine Licensed\nProducts in process of manufacture and when offered for sale within the\nCompany's operations. The Company hereby consents to the Design Partnership's\nexamination of Licensed Products held by its customers for resale provided the\nCompany has such right of examination. The Company shall take all necessary\nsteps, and all steps reasonably requested by the Design Partnership, to prevent\nor avoid any misuse of the licensed designs by any of its customers, contractors\nor other resources.\n\n      3.4 The Company shall comply with all laws, rules regulations and\nrequirements of any governmental body which may be applicable to the\nmanufacture, distribution, sale or promotion of Licensed Products. The Company\nshall advise the Design Partnership to the extent any Final Prototype does not\ncomply with any such law, rule, regulation or requirement.\n\n\n                                        5\n\n      3.5 The Company shall upon request make its personnel, and shall use its\nbest efforts to make the personnel of any of its contractors, suppliers and\nother resources, available by appointment during normal business hours for\nconsultation with the Design Partnership. The Company shall make available to\nthe Design Partnership, upon reasonable notice, marketing plans, reports and\ninformation which the Company may have with respect to Licensed Products.\n\n      3.6 The Company may employ subcontractors for the manufacture of Licensed\nProducts solely on the terms set forth in paragraph 16.4 of the License\nAgreement.\n\n      4.  Compensation; Accounting.\n\n      4.1 As compensation for the designs and services rendered hereunder, the\nCompany shall pay minimum compensation to the Design Partnership each year\nduring the term of this Agreement. The minimum compensation to the Design\nPartnership in connection with the manufacture and sale and importation and sale\nof Licensed Products for each year shall be as follows:\n\n            Year 1 (1997)                       $ [ * * * ]\n            Year 2                              $ [ * * * ]\n            Year 3                              $ [ * * * ]\n            Year 4                              $ [ * * * ]\n            Year 5                              $ [ * * * ]\n\nMinimum compensation for each year shall be paid on a quarterly basis, beginning\nwith the minimum compensation payment to be made for the [ * * * ], in the\nmanner set forth in paragraph 6.2 below. No credit shall be permitted against\nminimum compensation payable in any year on account of actual or minimum\ncompensation paid in any other year, and minimum compensation shall not be\nreturnable. Minimum Compensation for each year of the 'Renewal Term' (as defined\nin paragraph 8 of the Licensee Agreement) shall be an amount equal to [ * * * ]\npercent ([***]%) of the actual earned compensation due to the Design Partnership\nfor sales of Licensed Products in 2001. For the purposes of this Agreement, the\nterm 'year' shall mean a period of twelve (12) months commencing on each January\n1 during the term of this Agreement; provided, however, that the 'first year',\nor 'Year 1' shall mean the period commencing on the date hereof and expiring on\nDecember 31, 1997 [ * * * ].\n\n      4.2 The Company shall pay to the Design Partnership earned compensation\nbased on the net sales price of Licensed Products manufactured or imported and\nsold by the Company hereunder. Earned compensation shall equal [ * * * ] percent\n([***]%) of the net sales price of all Licensed Products sold under this\nAgreement, including, without limitation, sales made pursuant to paragraph 6.3\nhereof; provided, however, that Licensor hereby\n\n\n                                        6\n\nwaives earned royalties with respect to Licensed Products sold and shipped prior\nto December 31, 1996 for the Fall 1996 and Cruise\/Holiday 1996 seasons, but\nLicensor does not waive earned royalties in respect of Licensed Products for the\nSpring 1996 season, even if such Licensed Products are are sold and shipped\nprior to December 31, 1996. The Company shall prepare or cause to be prepared\nstatements of operations for the first month in which Licensed Products are\noffered for sale to the trade, and for each month thereafter for so long as the\nCompany is offering Licensed Products for sale hereunder, which statements shall\nbe furnished to the Design Partnership together with the earned compensation due\nfor each such month on the last day of the following month. The statement and\ncompensation payment provided on the last day of each April (for the month of\nMarch), July (for the month of June), October (for the month of September) and\nJanuary (for the month of December) during the term shall also include the\nCompany's minimum compensation obligation for the preceding calendar quarter,\nless the aggregate earned compensation paid for such calendar quarter. The term\n'net sales price' shall mean the gross sales price of all Licensed Products sold\nunder this Agreement to retailers or, with respect to Licensed Products that are\nnot sold directly or indirectly to retailers, other ultimate consumers (as in\nthe case of accommodation sales by Company to its employees or sales by Company\nin its own stores), less trade discounts, merchandise returns, sales tax (if\nseparately identified and charged) and markdowns and\/or chargebacks which, in\naccordance with generally accepted accounting principles, would normally be\ntreated as deductions from gross sales, and which, in any event, do not include\nany chargebacks or the like for advertising, fixture or retail shop costs or\ncontributions, or contributions for in-store personnel. No other deductions\nshall be taken. Any merchandise returns shall be credited in the month in which\nthe returns are actually made. For purposes of this Agreement, affiliates of the\nCompany shall mean all persons and business entities, whether corporations,\npartnerships, joint ventures or otherwise, which now or hereafter control, or\nare owned or controlled, directly or indirectly by the Company, or are under\ncommon control with the Company. It is the intention of the parties that\ncompensation will be based on the bona fide wholesale prices at which the\nCompany sells Licensed Products to independent retailers in arms' length\ntransactions. In the event the Company shall sell Licensed Products to its\naffiliates, compensation shall be calculated on the basis of such a bona fide\nwholesale price irrespective of the Company's internal accounting treatment of\nsuch sale unless such products are sold by its affiliates directly to the\nend-user consumer, in which case compensation shall be calculated on the basis\nof the price paid by the end-user consumer, less applicable taxes; provided,\nhowever, that compensation on sales to Licensee Outlet Stores (as defined in\nparagraph 3.3 of the License Agreement) shall be calculated on the basis of the\nactual invoice price to such Licensee Outlet Stores, but in no event less than\n\n\n                                        7\n\nan amount equal to twenty-five percent (25%) less than the regular wholesale\nprice of such Licensed Products. The Company shall identify separately in the\nstatements of operations provided to the Design Partnership pursuant to\nparagraph 7 hereof, all sales to affiliates.\n\n      4.3 The Company shall reimburse the Design Partnership for all its travel\nand promotion expenses incurred by the Design Partnership or Polo in the\nperformance of the Design Partnership's duties under this Agreement with the\nprior written approval of the Company. Amounts payable to the Design Partnership\npursuant to this paragraph shall become due and payable monthly within thirty\n(30) days of the date of mailing of the invoices, accompanied by corresponding\nreceipts, for such costs incurred during the preceding month.\n\n      4.4 If the payment of any installment of compensation is delayed for any\nreason, interest shall accrue on the unpaid principal amount of such installment\nfrom and after the date on which the same became due pursuant to paragraphs 4.1\nor 4.2 hereof at the lower of the highest rate permitted by law in New York and\ntwo percent (2%) per annum above the prime rate of interest in effect from time\nto time at Chemical Bank, New York, New York or its successor.\n\n      4.5 The Company shall at all times keep an accurate account of all\noperations within the scope of this Agreement and shall render a full statement\nof such operations in writing to the Design Partnership in accordance with\nparagraph 4.1 hereof. Such statements shall account separately for each\ndifferent product category and shall include all aggregate gross sales, trade\ndiscounts, merchandise returns, sales of miscuts and damaged merchandise and net\nsales price of all sales for the preceding three (3) month period. Such\nstatements shall be in sufficient detail to be audited from the books of the\nCompany. Once annually, which may be in connection with the regular annual audit\nof the Company's books, the Company shall furnish an annual statement of the\naggregate gross sales, trade and prompt payment discounts, merchandise returns\nand net sales price of all Licensed Products made or sold by the Company,\ncertified by Company's independent accountant or chief financial officer. Each\nquarterly financial statement furnished by Company shall be certified by the\nchief financial officer of the Company or a certified public accountant who may\nbe in the employ of the Company. The Design Partnership and its duly authorized\nrepresentatives, on reasonable notice, shall have the right, no more than once\nin each year during regular business hours, for the duration of the term of this\nAgreement and for three (3) years thereafter, to examine the books of account\nand records and all other documents, materials and inventory in the possession\nor under the control of the Company and its successors with respect to the\nsubject matter of this Agreement. All such books of\n\n\n                                        8\n\naccount, records and documents shall be maintained and kept available by the\nCompany for at least the duration of this Agreement and for three (3) years\nthereafter. The Design Partnership shall have free and full access thereto in\nthe manner set forth above and shall have the right to make copies and\/or\nextracts therefrom. If as a result of any examination of the Company's books and\nrecords it is shown that the Company's payments to the Design Partnership\nhereunder with respect to any twelve (12) month period were less than or greater\nthan the amount which should have been paid to the Design Partnership by an\namount equal to three and one-half percent (3 1\/2%) of the amount which should\nhave been paid during such twelve (12) month period, the Company will, in\naddition to reimbursement of any underpayment, with interest from the date on\nwhich each payment was due at the rate set forth in paragraph 4.4 hereof,\npromptly reimburse the Design Partnership for the cost of such examination.\n\n      4.6 The obligation of the Company to pay compensation hereunder shall be\nabsolute notwithstanding any claim which the Company may assert against Polo or\nthe Design Partnership. The Company shall not have the right to set-off,\ncompensate or make any deduction from such compensation payments for any reason\nwhatsoever.\n\n      5.  Death or Incapacity of Lauren.\n\n      The Design Partnership shall perform its obligations hereunder\nnotwithstanding any death or incapacity of Lauren and the Company shall accept\nthe services of the Design Partnership.\n\n      6.  Term and Termination.\n\n      6.1 Unless sooner terminated in accordance with the terms and provisions\nhereof, this Agreement shall continue in effect for so long as the License\nAgreement is in effect and shall terminate upon the termination of the License\nAgreement.\n\n\n                                        9\n\n      6.2 Each of the following shall constitute an event of default ('Event of\nDefault') hereunder: (i) any compensation is not paid when due and such default\ncontinues for more than ten (10) days after notice thereof; (ii) the Company\nshall fail to timely present for sale to the trade a broadly representative and\nfair collection of each seasonal collection of Licensed Products designed by the\nDesign Partnership or the Company shall fail to timely ship a material portion\nof the orders of Licensed Products it has accepted; (iii) the Company shall use\nthe designs in an unauthorized or improper manner and\/or Company shall make an\nunauthorized disclosure of confidential information or materials given or loaned\nto Company by the Design Partnership or Polo; or (iv) the Company defaults in\nperforming any of the other terms of this Agreement and continues in such\ndefault for a period of thirty (30) days after notice thereof (unless the\ndefault cannot be cured within such thirty (30) day period and the Company shall\nhave commenced to cure the default and proceeds diligently thereafter to cure\nwithin an additional fifteen (15) day period); (v) an event of default shall\noccur under the License Agreement or any other design agreement entered into\nbetween the Company and the Design Partnership or license agreement between the\nCompany and Polo; or (vi) the License Agreement shall be terminated for any\nreason whatsoever. If any Event of Default other than that described in\nparagraph 6.2(vi) shall occur, the Design Partnership shall have the right,\nexercisable in its sole discretion, to terminate this Agreement upon ten (10)\ndays' written notice to the Company of its intention to do so. Upon the\nexpiration of such ten (10) day period, this Agreement shall terminate and come\nto an end and, subject to paragraph 6.3 hereof, all rights of the Company in and\nto the designs furnished or used hereunder and all copyrights and designs\npatents therein and their contemplated use shall terminate. If the Event of\nDefault described in paragraph 6.2(vi) shall occur, this Agreement and the\nLicense shall thereupon forthwith terminate and come to an end without any need\nfor notice to the Company. Termination of this Agreement shall be without\nprejudice to any remedy of the Design Partnership for the recovery of any monies\nthen due to it under this Agreement or in respect of any antecedent breach of\nthis Agreement, and without prejudice to any other right of the Design\nPartnership, including without limitation, damages for breach to the extent that\nthe same may be recoverable.\n\n      6.3 In the event Polo chooses not to exercise the option referred to in\nparagraph 10.1 of the License Agreement with respect to all or any portion of\nthe Licensed Products (as therein defined), the Company may dispose of Licensed\nProducts, to the extent permitted by and in the manner set forth in paragraph\n10.2 of the License Agreement. Such sales shall be subject to the payment of\nearned compensation pursuant to paragraph 4.2 hereof. Upon the conclusion of the\ndisposal period all rights and interests in and to the designs furnished or used\n\n\n                                       10\n\nhereunder and design patents therein and all copyrights licensed hereby shall\nbelong to and be the property of the Design Partnership and the Company shall\nhave no further or continuing right or interest therein.\n\n      6.4 The Company acknowledges and admits that there would be no adequate\nremedy at law for its failure to cease the manufacture or sale of Licensed\nProducts at the termination of this Agreement, by expiration or otherwise, and\nthe Company agrees that in the event of such failure, the Design Partnership\nshall be entitled to relief by way of temporary or permanent injunction and such\nother and further relief as any court with jurisdiction may deem proper.\n\n      6.5 It is expressly understood that under no circumstances shall the\nCompany be entitled, directly or indirectly, to any form of compensation or\nindemnity from the Design Partnership, Lauren, Polo or their affiliates as a\nconsequence to the termination of this Agreement, whether as a result of the\npassage of time, or as the result of any other cause of termination referred to\nin this Agreement. Without limiting the generality of the foregoing, by its\nexecution of the present Agreement, the Company hereby waives any claim which it\nhas or which it may have in the future against the Design Partnership, Lauren,\nPolo, Polo Ralph Lauren Corporation or their affiliates, arising from any\nalleged goodwill created by the Company for the benefit of any or all of the\nsaid parties or from the alleged creation or increase of a market for Licensed\nProducts.\n\n      7.  Indemnity.\n\n      7.1 The Company shall indemnify and save and hold the Design Partnership,\nLauren, Polo and Polo Ralph Lauren Corporation, and their directors, officers,\nservants, agents and employees, harmless from and against any and all liability,\nclaims, causes of action, suits, damages and expenses (including reasonable\nattorney's fees and expenses in actions involving third parties or between the\nparties hereto), which they, or any of them, are or become liable for, or may\nincur, or be compelled to pay by reason of any acts, whether of omission or\ncommission, that may be committed or suffered by the Company or any of its\ndirectors, officers, servants, agents or employees in connection with the\nCompany's performance of this Agreement, in connection with Licensed Products\nmanufactured by or on behalf of the Company or otherwise in connection with the\nCompany's business; provided, however, that the Company shall not be responsible\nfor any liability, claims, causes of action, suits, damages or expenses incurred\nor suffered by the Design Partnership, Lauren, Polo or Polo Ralph Lauren\nCorporation, or their directors, officers, servants, agents and employees in\nconnection with any suit or proceeding for infringement of another's design\npatent, trademark, copyright or other proprietary rights brought against\n\n\n                                       11\n\nthem as a result of the Company's use of the Trademark, or the Design Concepts\nfurnished by the Design Partnership hereunder, in strict accordance with the\nterms and conditions of this Agreement and the License Agreement.\n\n      8.  Disclosure.\n\n      The Design Partnership and the Company, and their affiliates, employees,\nattorneys, bankers and accountants, shall hold in confidence and not use or\ndisclose, except as permitted by this Agreement, (i) confidential information of\nthe other or (ii) the terms of this Agreement, except upon consent of the other\nor pursuant to, or as may be required by law, or in connection with regulatory\nor administrative proceedings and only then with reasonable advance notice of\nsuch disclosure to the other. The Company shall take all reasonable precautions\nto protect the secrecy of the materials, samples, sketches, designs, artwork,\nlogos and other materials used pursuant to this Agreement prior to the\ncommercial distribution or the showing of samples for sale and shall not sell\nany merchandise employing or adapted from any of said designs, sketches,\nartwork, logos, and other materials or their use except under the Trademark.\n\n      9.  Miscellaneous.\n\n      9.1 All notices, requests, consents and other communications hereunder\nshall be in writing and shall be deemed to have been properly given or sent (i)\non the date when such notice, request, consent or communication is personally\ndelivered, or (ii) five (5) days after the same was sent, if sent by certified\nor registered mail or (iii) two (2) days after the same was sent, if sent by\novernight courier delivery or confirmed telecopier, as follows:\n\n      (a)  if to the Company, addressed as follows:\n\n            Jones Apparel Group, Inc.\n            250 Rittenhouse Circle\n            Bristol, Pennsylvania 19007\n            Attention: Mr. Sidney Kimmel\n            Telecopier: (215) 785-1795\n\n\n                                       12\n\n            with a copy to:\n\n            Jones Apparel Group, Inc.\n            1411 Broadway\n            New York, New York 10018\n            Attention: Mr. Herbert Goodfriend\n            Telecopier: (212) 921-5370\n\n      (b)   if to the Design Partnership addressed as follows:\n\n            Polo Ralph Lauren Enterprises, L.P.\n            650 Madison Avenue\n            New York, New York 10022\n            Attention:  President\n            Telecopier:  212.318.7186\n\n            with a copy to:\n\n            Victor Cohen, Esq.\n            Eighth Floor\n            650 Madison Avenue\n            New York, New York 10022\n            Telecopier: 212.318.7183\n\nAnyone entitled to notice hereunder may change the address to which notices or\nother communications are to be sent to it by notice given in the manner\ncontemplated hereby.\n\n      9.2 Nothing herein contained shall be construed to place the parties in\nthe relationship of partners or joint venturers, and neither the Design\nPartnership nor the Company shall have any power to obligate or bind the other\nin any manner whatsoever, except as otherwise provided for herein.\n\n      9.3 None of the terms hereof can be waived or modified except by an\nexpress agreement in writing signed by the party to be charged. The failure of\nany party hereto to enforce, or the delay by any party in enforcing, any of its\nrights hereunder shall not be deemed a continuing waiver or a modification\nthereof and any party may, within the time provided by applicable law, commence\nappropriate legal proceedings to enforce any and all of such rights. All rights\nand remedies provided for herein shall be cumulative and in addition to any\nother rights or remedies such parties may have at law or in equity. Any party\nhereto may employ any of the remedies available to it with respect to any of its\nrights hereunder without prejudice to the use by it in the future of any other\nremedy with respect to any of such rights. No person, firm or corporation, other\nthan the parties hereto and\n\n\n                                       13\n\nPolo, shall be deemed to have acquired any rights by reason of anything\ncontained in this Agreement.\n\n      9.4 The Design Partnership may assign its right to receive all or any\nportion of its compensation under this Agreement and, in addition, this\nAgreement and all of the Design Partnership's rights, duties and obligations\nhereunder may be assigned by the Design Partnership to any entity to which the\nright to own or use the Trademark has been assigned, or to an affiliate of any\nsuch entity. The Company may not assign its rights and obligations under this\nAgreement without the prior written consent of the Design Partnership, which may\nbe withheld in the Design Partnership's sole discretion.\n\n      9.5 The Company will comply with all laws, rules, regulations and\nrequirements of any governmental body which may be applicable to the operations\nof the Company contemplated hereby, including, without limitation, as they\nrelate to the manufacture, distribution, sale or promotion of Licensed Products,\nnotwithstanding the fact that the Design Partnership may have approved such item\nor conduct.\n\n      9.6 This Agreement shall be binding upon and inure to the benefit of the\nsuccessors, heirs and permitted assigns of the parties hereto.\n\n      9.7 This Agreement shall be construed in accordance with and governed by\nthe laws of the State of New York, applicable to contracts made and to be wholly\nperformed therein without regard to its conflicts of law rules.\n\n      9.8 If any dispute between the parties leads to litigation, the parties\nagree that the courts of the State of New York in the City of New York, or the\nfederal courts in that City, shall have the exclusive jurisdiction and venue\nover such litigation. All parties consent to personal jurisdiction in the State\nof New York, and agree to accept service of process outside of the State of New\nYork as if service had been made in that state. Notwithstanding anything to the\ncontrary set forth herein, neither Polo Ralph Lauren Corporation nor any other\ngeneral or limited partner of the Design Partnership shall be liable for any\nclaim based on, arising out of, or otherwise in respect of, this Agreement, and\nthe Company shall not have nor claim to have any recourse for any such claim\nagainst any general or limited partner of the Design Partnership.\n\n      9.9 In the event of a breach or threatened breach of this Agreement by the\nCompany, the Design Partnership shall have the right, without the necessity of\nproving any actual damages, to obtain temporary or permanent injunctive or\nmandatory relief in a court of competent jurisdiction, it being the intention of\nthe parties that this Agreement be specifically enforced to the maximum extent\npermitted by law.\n\n\n                                       14\n\n      9.10 Provisions of this Agreement are severable, and if any provision\nshall be held invalid or unenforceable in whole or in part in any jurisdiction,\nthen such invalidity or unenforceability shall affect only such provision, or\npart thereof, in such jurisdiction and shall not in any manner affect such\nprovision in any other jurisdiction, or any other provision in this Agreement in\nany jurisdiction. To the extent legally permissible, an arrangement which\nreflects the original intent of the parties shall be substituted for such\ninvalid or unenforceable provision.\n\n      9.11 The paragraph headings contained in this Agreement are for reference\npurposes only and shall not affect in any way the meaning or interpretation of\nthis Agreement. Any ambiguity in this Agreement shall not be construed against\nthe party who prepared this Agreement.\n\n      9.12 This Agreement may be executed in one or more counterparts, each of\nwhich shall be deemed an original, but all of which together shall constitute\none and the same instrument.\n\n      IN WITNESS WHEREOF, the parties hereto have executed this Agreement or\ncaused the same to be executed by a duly authorized officer as of the day and\nyear first above written.\n\n\n                                    POLO RALPH LAUREN ENTERPRISES, L.P.\n\n                                    By: Polo Ralph Lauren Corporation,\n                                        General Partner\n\n\n\n                                    By: \/s\/Michael Newman\n                                        -------------------------------\n\n                                    JONES APPAREL GROUP, INC.\n\n\n                                    By: \/s\/ Sidney Kimmel\n                                        -------------------------------\n\n\n                                       15\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8547],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9613,9620],"class_list":["post-42218","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-polo-ralph-lauren-corp","corporate_contracts_industries-consumer__clothing","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42218","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42218"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42218"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42218"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42218"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}