{"id":42311,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/foreign-design-and-consulting-agreement-ralph-lauren-ralph.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"foreign-design-and-consulting-agreement-ralph-lauren-ralph","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/foreign-design-and-consulting-agreement-ralph-lauren-ralph.html","title":{"rendered":"Foreign Design and Consulting Agreement &#8211; Ralph Lauren, Ralph Lauren Design Studio and L&#8217;Oreal SA"},"content":{"rendered":"<pre>\n\n                           ------------------------\n\n\n\n                    FOREIGN DESIGN AND CONSULTING AGREEMENT\n\n                          Dated as of January 1, 1985\n\n\n                           ------------------------\n\n\n                                   -between-\n\n\n                                 RALPH LAUREN,\n\n                            individually and d\/b\/a\n\n                          RALPH LAUREN DESIGN STUDIO\n\n\n                                     -and-\n\n\n                                 L'OREAL S.A.\n\n\n                           ------------------------\n\n                               TABLE OF CONTENTS\n\n\n\n  SECTION:                                                                    Page\n  --------                                                                    ----\n                                                                        \n      Recitals...............................................................   1\n\n1.    Definitions............................................................   4\n\n2.    Design.................................................................   7\n\n3.    Design Legends, Copyright Notice and Licensed Products................   10.\n\n4.    Lauren's Compensation.................................................   13.\n\n5.    Foreign Currency and Reports..........................................   17.\n\n6.    Operating Expenses....................................................   19.\n\n7.    Death or Incapacity of Lauren.........................................   19.\n\n8.    Termination...........................................................   20.\n\n9.    Notices...............................................................   22.\n\n10.   Binding Effect........................................................   23.\n\n11.   Assignment............................................................   24.\n\n12.   Arbitration and Equitable Remedies....................................   24.\n\n13.   Relationship of Parties...............................................   25.\n\n14.   Governing Law.........................................................   25.\n\n15.   Entire Agreement......................................................   25.\n\n16.   Severability..........................................................   25.\n\n17.   Counterparts..........................................................   26.\n\n18.   Termination of Prior Agreement........................................   26.\n\n\n            FOREIGN DESIGN AND CONSULTING AGREEMENT dated as of January 1, 1985\nby and between Ralph Lauren ('Lauren') individually and doing business under the\nname Ralph Lauren Design Studio, with a place of business at 40 West 55th\nStreet, New York, New York 10019, and L'Oreal S.A., a corporation organized\nunder the laws of France ('Company'), with a place of business at 41, Rue\nMartre, 92117 Clichy Cedex, France.\n\n            A. Lauren is an internationally famous designer who has received\nnumerous awards for his design of men's and women's wear, has twice been\ninducted into the Coty Hall of Fame for his design of men's and women's fashions\nand is a creator of original designs for fragrances, jewelry and other products.\n\n            B. Lauren has previously sold and transferred to certain Trusts\ncreated under an agreement dated September 21, 1976 (the 'Trusts') all his\nrights and interest in and to certain present and future trademarks and trade\nnames ('Names') in connection with the manufacture, sale, marketing, use and\nother commercial exploitation of fragrances and scents, cosmetic preparations,\npersonal hygiene products and toiletries around the world. The Trusts have\npreviously transferred to The Polo\/Lauren Company ('PLC'), a New York limited\npartnership, all of their rights and interests in and to the Names in connection\nwith the manufacture, sale, marketing, use and other commercial exploitation of\nfragrances and scents, cosmetic preparations, personal hygiene products and\ntoiletries outside of the United\n\nStates of America, its territories and possessions (including, without\nlimitation, Puerto Rico) and any military bases and duty free shops situated\ntherein ('U.S.A.'), and the Trusts continue to own such rights in and for the\nU.S.A.\n\n            C. Pursuant to various agreements dated as of November 22, 1976\n(executed on June 30, 1978) among Warner\/Lauren Ltd. ('WLL'), the Trustees, PLC\nand Lauren, WLL obtained (i) exclusive licenses to use the Names worldwide in\nconnection with the manufacture, marketing, use, sale and other commercial\nexploitation of certain specified men's and women's fragrances, scents, cosmetic\npreparations, personal hygiene products and toiletries, referred to as 'Royalty\nProducts' and (ii) the services of Lauren in the creation of packaging designs\nfor the Royalty Products and the exclusive worldwide right to use said\nLauren-created designs in conjunction with the Royalty Products.\n\n            D. Pursuant to a stock purchase agreement dated January 13, 1984 and\na subsequent series of corporate mergers and restructurings, Cosmair, Inc.\n('Cosmair') assumed all the rights, duties and obligations of WLL under the\naforementioned agreements. As of the effective date hereof, the Company has been\nassigned and has assured all the rights, duties and obligations of Cosmair under\nthe aforementioned agreements as they relate to the manufacture, marketing, use,\nsale and other commercial exploitation of Royalty Products and said\nLauren-created Packaging designs outside of the U.S.A.\n\n\n                                      2\n\n            E. Contemporaneously herewith, pursuant to a restated foreign\nlicense agreement (the 'Restated Foreign License Agreement') between the Company\nand PLC, said parties have set forth their restated agreement concerning the\nCompany's exclusive license to use the Names in connection with the manufacture,\nmarketing, use, sale and other commercial exploitation outside of the U.S.A. of\ncertain men's and women's fragrances, scents, cosmetic preparations, personal\nhygiene products, and toiletries, including, without limitation, those described\nin Schedule A annexed to the Restated Foreign License Agreement (the 'Licensed\nProducts'), and which when sold or marketed under the Restated Foreign License\nAgreement by the Company, its subsidiaries, its Affiliates or its Sub-licensees\n(as such terms are hereinafter defined) are therein and herein also referred to\nas the 'Royalty Products'. The Restated Foreign License Agreement is herein, at\ntimes, referred to as the 'License Agreement' and capitalized defined term used\nherein shall have the same meaning as in the License Agreement, unless otherwise\nherein indicated.\n\n            F. The value of the Names is largely attributable to the skill and\npersonal efforts of Lauren in designing. The Company and Lauren now wish to\namend and restate and to set forth in one document their understanding\nconcerning the services of Lauren in connection with the design of the Royalty\nProducts and the packaging thereof which will be sold under the Names, and with\nrespect to any patents of the designs and any copyrights thereon resulting from\nLauren's services. As used herein and in the License Agreement, 'Packaging'\nrefers to all caps, bottles, containers, boxes, wrappings, labels, tags and any\n\n\n                                      3\n\nand all other receptacles and adornments used in connection with the marketing\nof the Royalty Products.\n\n            IN CONSIDERATION of the foregoing premises and of the mutual\ncovenants herein contained, the parties hereto, intending legally to be bound,\ndo hereby agree as follows:\n\n            1.    Definitions.\n\n            Certain words and terms as used in this Agreement shall have the\nmeanings given to them by the definitions and descriptions in this paragraph,\nand such definitions shall be equally applicable to both the singular and plural\nforms of any of the words and terms herein defined.\n\n            'Affiliates' shall mean all persons or business entities, whether\ncorporations, partnerships, joint ventures or otherwise, which now or hereafter\nown, or are owned or controlled, directly or indirectly by the Company.\n            'the Company' shall have the meaning assigned to that term in the\n\npreamble to this Agreement.\n\n            'Cosmair' shall have the meaning assigned to that term in recital D\nto this Agreement.\n\n            'Cosmetic Royalty Products' shall mean those Royalty Products which\nare cosmetic preparations, including specifically the ones described under the\ncaption Cosmetic Preparations in Schedule A annexed to the License Agreement.\n\n\n                                      4\n\n            'Cosmetics Compensation' shall have the meaning assigned to that\nterm in paragraph 4(a)(ii) of this Agreement.\n\n            'Design Concepts' shall have the meaning assigned to that term in\nparagraph 2(b) of this Agreement.\n\n            'Design Studio' shall have the meaning assigned to that term in\nparagraph 2(d) of this Agreement.\n\n            'Final Prototype', shall have the meaning assigned to that term in\nparagraph 3(d) of this Agreement.\n\n            'Full Priced Royalty Products' shall have the meaning assigned to\nthat term in paragraph 4(e) of this Agreement.\n\n            'Japanese Compensation' shall have the meaning assigned to that term\nin paragraph 4(a)(iii) of this Agreement.\n\n            'Lauren' shall have the meaning assigned to that term in the\npreamble to this Agreement.\n\n            'License' shall have the meaning assigned to that term in paragraph\n3(c) of this Agreement.\n\n            'License Agreement' shall mean the Restated Foreign License\nAgreement dated the date hereof between PLC and the Company.\n\n            'License Products' shall have the meaning assigned to that term in\nrecital E to this Agreement.\n\n            'Names' shall have the meaning assigned to that term in recital B to\nthis Agreement.\n\n\n                                      5\n\n            'Net Sales' shall have the meaning assigned to that term in\nparagraph 4(d) of this Agreement.\n\n            'New Licensed Products' shall mean Licensed Products not marketed as\nof the date hereof or, if then existing, for which Lauren develops new Packaging\nthereafter.\n\n            'Packaging' shall have the meaning assigned to that term in recital\nF to this Agreement.\n\n            'PLC' shall have the meaning assigned to that term in recital B to\nthis Agreement.\n\n            'Promotion Products' shall have the meaning assigned to that term in\nparagraph 4(f) of this Agreement.\n\n            'Prototype' shall have the meaning assigned to that term in\nparagraph 3(d) of this Agreement.\n\n            'Regular Compensation' shall have the meaning assigned to that term\nin paragraph 4(a)(i) of this Agreement.\n\n            'Royalty Products' shall have the meaning assigned to that term in\nrecital E to this Agreement.\n\n            'Semi-Annual Accounting Period' shall have the meaning assigned to\nthat term in the License Agreement in paragraph 4(b) of this Agreement.\n\n            'Sub-licensees' shall have the same meaning assigned to that term in\nthe License Agreement.\n\n            'Territory' shall mean all parts of the world exclusive of the\nU.S.A.\n\n\n                                      6\n\n            'U.S.A.' shall have the meaning assigned to that term in recital B\nto this Agreement.\n\n            'WLL' shall have the meaning assigned to that term in recital C to\nthis Agreement.\n\n            2.    Design.\n\n                  (a) At any time or from time to time the Company shall provide\nLauren with a list or lists setting forth those New Licensed Products for which\nthe Company shall require Packaging. The Company acknowledges that it is\nreceiving valuable rights from Lauren by virtue of its right to use previously\ndesigned packaging concepts for Licensed Products heretofore primarily marketed\nin the U.S.A. It is the intention of each of the parties hereto that the\nmarketing programs established for Licensed Products will be applied throughout\nthe world, so as to project a consistent world-wide image. The Company shall\nprovide Lauren with all pertinent information concerning the desired New\nLicensed Products, including the countries where they are intended to be\nmarketed and the proposed launch dates in each of the countries.\n\n                  (b) At any time or from time to time within a reasonable\nperiod (consistent with Lauren's and the Company's reasonable schedules),\nfollowing receipt by Lauren's and the Company's reasonable schedules), following\nreceipt by Lauren of the aforesaid list or lists, Lauren shall provide the\nCompany with a program of suggested, broad design themes and concepts with\nrespect to the Packaging for such New Licensed Products ('Design Concepts')\nwhich shall be embodied in verbal and\/or written descriptions of design themes\nand concepts and such other detailed designs and sketches therefor, as Lauren\ndeems\n\n\n                                      7\n\nappropriate. Lauren shall have full discretion with respect to the manner in\nwhich the Design Concepts shall be formulated and presented by Lauren to the\nCompany. The Company and Lauren shall confer on Design Concepts and shall make\nsuch modifications as are required to meet Lauren's approval.\n\n                  (c) The Design Concepts, as finally agreed upon, shall be the\nbasis of the Packaging for any New Licensed Products subject to such changes as\nthe Company with the approval of Lauren may deem necessary to increase the sales\nof said Products. It is understood that local conditions, legal or otherwise,\nmay require variations on Packaging or with respect to Product formulas from\ncountry to country. The Company shall advise Lauren of any such local conditions\nand the consequent required variations, and Lauren shall not unreasonably\nwithhold or delay his approval thereto.\n\n                  (d) Lauren may engage such employees, agents and consultants\noperating under Lauren's supervision and control (such employees, agents and\nconsultants collectively, the 'Design Studio') as he may deem necessary and\nappropriate.\n\n                  (e) From time to time while this Agreement is in effect,\nLauren and\/or the Design Studio may (i) develop or modify and implement designs\nfrom the Design Concepts or other designs furnished by Lauren or (ii) develop\nand implement new designs, which the Company may incorporate into the Packaging\nfor Royalty Products.\n\n                  (f) If the Company wishes to prepare a design or designs for\nNew Licensed Products, it shall submit to Lauren for his approval the Company's\nproposed Packaging designs therefor. Lauren may, with respect to all designs\nintended to be incorporated into the Packaging of the New Licensed Products,\nreview and approve, with\n\n\n                                      8\n\nsuch modifications as he may deem necessary or appropriate, or disapprove, in\neither event by notice to the Company, designs prepared by the Company.\n\n                  (g) The Company shall submit to Lauren for his review and\napproval, which approval will not be reasonably withheld or delayed by Lauren,\nthe Company's proposed media advertising (other than cooperative advertising)\nrelating to each Licensed Product or Licensed Product line, and the Company's\nproposed selection of Promotion Products other than Promotion Products which are\nalso Licensed Products. All layouts proposed by the Company for cooperative\nadvertising shall similarly be subject to Lauren's review and approval;\nprovided, however, that in the event the Company is not as a matter of practice\ngiven an opportunity to review the cooperative advertising due to time\nconstraints, then the Company shall notify Lauren of those customers with whom\nit does cooperative advertising and\/or promotions, and the Company shall notify\nthe same customers of the terms of this Agreement which pertain to said\nadvertising or promotional materials in the event Lauren objects to any\nadvertising or promotional material used by any such customer. Lauren may, with\nrespect to such advertising and Promotion Products, make such suggestions as he\nmay deem necessary or appropriate, or disapprove, in either event by notice to\nthe Company. Notwithstanding the foregoing, if the Company makes minor,\nnon-material alterations in any advertising with respect to a Royalty Product or\nRoyalty Product line, which advertising has previously been approved by Lauren,\nthe Company need not resubmit such advertising to Lauren for his review or\napproval.\n\n                  (h) Lauren's right of approval under sub-paragraphs (b), (c),\n(f) and (g) of this paragraph 2, sub-paragraphs (d) and (e) of paragraph 3 and\nsub-paragraph (f) of\n\n\n                                      9\n\nparagraph 4 may be exercised personally by Lauren or by the Design Studio. If\nLauren or the Design Studio fails or is unable to exercise such right within\nthirty (30) days (fifteen (15) days with respect to sub-paragraph (g) of this\nparagraph 2), Lauren shall be deemed to have given his approval to the Company\nwith respect to the matter as to which his approval was sought or otherwise\nrequired.\n\n                  (i) All patents and copyrights on designs of the Royalty\nProducts shall be applied for (where application is desired by the Company) by\nLauren, at the expense of the Company, and shall designate Lauren as the patent\nor copyright owner, as the case may be, thereof. All patents, trade secrets or\nformulas created by or for the Company for Licensed Products and technical\nknow-how and licenses (including technical assistance agreements) shall remain\nthe property of the Company. The Company shall issue such patent and other\nlicenses as may be necessary to enable the entity to which Lauren renders design\nservices for Licensed Products in the U.S.A. to market in the U.S.A. the same\nLicensed Products as are marketed by the Company in the Territory.\n\n            3.    Design Legends, Copyright Notice and Licensed Products.\n                  (a)   All designs of Royalty Products and Packaging created by\nLauren or the Design Studio, or created by or for the Company and reviewed and\napproved by Lauren or reviewed by the Design Studio, or developed by or for the\nCompany from Design Concepts or subsequent design concepts furnished or approved\nby Lauren or furnished or reviewed by the Design Studio, shall be subject to the\nprovisions of this paragraph 3.\n\n\n                                      10\n\n                  (b) The Company shall cause to be placed on all Packaging\nappropriate notice designating Lauren as the copyright or design patent owner\nthereof, as the case may be, except that the Company may, with respect to\nbottles of 3 oz. or less, omit such notice if the placement thereof shall not be\nesthetic in the Company's reasonable judgment (provided, however, that if such\nnotice is omitted from a bottle, a notice will be placed on the box or other\npackaging thereof indicating: 'Packaging and bottle(C) by Ralph Lauren' together\nwith a date and\/or such other similar notice as may be required by law in order\nto protect Lauren's proprietary rights). The manner of presentation of said\nnotices shall be within the discretion of the Company, consistent with good\ntaste and esthetics, it being understood that placement of said notice on the\nbottom of a bottle or lip of a carton shall be acceptable.\n\n                  (c) Lauren hereby grants to the Company the exclusive right,\nlicense and privilege (the 'License') to use in the Territory the designs\nfurnished hereunder and all copyrights, if any, therein, and shall execute and\ndeliver to the Company all documents and instruments necessary to perfect or\nevidence such license; provided, however, that all such right, title and\ninterest therein shall revert to Lauren upon termination of this Agreement and\nthe Company shall thereupon execute and deliver to Lauren all documents and\ninstruments necessary to perfect or evidence such reversion. The License shall\nbe exclusive even as to Lauren, and shall continue for a term of ninety-nine\n(99) years, unless terminated in accordance with paragraph 8 hereof.\n\n                  (d) The Company shall obtain the written approval of Lauren,\nacting through Mr. Ralph Lauren individually or a designee of Lauren, of all new\nLicensed\n\n\n                                      11\n\nProducts, by submitting a Prototype, of each different design or model of a\nLicensed Product, including, but not limited to, the type and quality of\nmaterials, colors and workmanship to be used in connection therewith, prior to\nany commercial production thereof. In the event that Lauren rejects a particular\nPrototype or Prototypes, Lauren shall notify the Company of his reasons for\nrejection and to provide the Company with suggestions for modifying the\nparticular Prototype or Prototypes which Lauren is rejecting. The Company shall\npromptly correct said Prototype or Prototypes, resubmit said Prototype or\nPrototypes to Lauren and seek Lauren's approval under the same terms and\nconditions as set forth herein with respect to the first submission of\nPrototypes. As used herein, the term 'Prototype' shall mean any and all models,\nor actual samples, of Licensed Products; and the term 'Final Prototype' shall\nmean the actual final sample of a Licensed Product upon which the first\ncommercial production will be based and which has been approved by Lauren prior\nto the first commercial production thereof pursuant to this paragraph.\n\n                  (e) Approval of any and all Prototypes as Final Prototypes\nshall be in the sole discretion of Mr. Ralph Lauren, individually, or a designee\nof Lauren. The Licensed Products thereafter manufactured and sold by the Company\nshall strictly adhere, in all respects, including, without limitation, with\nrespect to materials, color, workmanship, designs, dimensions, styling, detail\nand quality, to the Final Prototypes approved by Lauren.\n\n                  (f) The Company shall comply with all laws, rules, regulations\nand requirements of any governmental body which may be applicable to the\nmanufacture, distribution, sale or promotion of Licensed Products,\nnotwithstanding the fact that Lauren may have previously approved a conflicting\nitem or conduct. The Company shall advise\n\n\n                                      12\n\nLauren to the extent any Final Prototype does not comply with any such law,\nrule, regulation or requirement.\n\n                  (g) It is the intention of the parties that Lauren and\/or\nsenior executive personnel of the Design Studio and senior executives of the\nCompany shall meet no less than twice each calendar year at mutually convenient\nplaces and dates to review all areas of product creation and promotional themes\nand to discuss and pursue in good faith the resolution of problems encountered\nby either party in connection with this Agreement.\n\n            4.    Lauren's Compensation.\n\n                  (a) As full compensation for the services and License, the\nCompany shall pay to Lauren sums equal to the following: the 'Regular\nCompensation', the 'Cosmetics Compensation' and the 'Japanese Compensation', all\nof which shall collectively be referred to as the 'Compensation'.\n\n                        (i) The 'Regular Compensation' shall be equal to [***]\n      percent [***], of the 'Company's Net Sales' excluding that portion of Net\n      Sales attributable to (i) Cosmetic Royalty Products or (ii) sales of\n      Royalty Products to or in Japan.\n\n                        (ii) The Cosmetics Compensation shall be equal to the\n      following percentages of the Company's Net Sales of Cosmetic Royalty\n      Products (excluding those made to or in Japan) for the calendar years\n      indicated:\n\n\n\n                                   Cosmetics\n      Calendar Year            Royalty Percentage\n      -------------            ------------------\n                                \n      1985                          [***]\n      1986 and 1987                 [***]\n\n\n\n\n                                      13\n\n\n\n                               \n1988                                 [***]\n1989 and thereafter                  [***]\n\n\n\n                       (iii) The 'Japanese Compensation' shall be equal to [***]\n      percent [***] of the Company's Net Sales to or in Japan; provided,\n      however, that prior to the time the Company shall commence sales of\n      Royalty Products in Japan, Lauren and the Company shall negotiate in\n      good faith and agree upon an appropriate launch period during which the\n      Japanese Compensation shall be waived by Lauren.\n\n                  (b) The Regular Compensation, the Cosmetics Compensation and\nthe Japanese Compensation shall be payable as follows: With respect to each\n'Semi-Annual Accounting Period' (being the 6-month period ending June 30 and\nDecember 31 of each year during the term of this Agreement, except that the\nfirst Semi-Annual Accounting Period shall be the period from the date hereof\nthrough June 30, 1985) the entire Regular Compensation, Cosmetics Compensation\nand Japanese Compensation for such Semi-Annual Accounting Period shall be paid\non or before the fifteenth day of the third month next following the end of such\nSemi-Annual Accounting Period.\n\n                  (c) [Intentionally omitted]\n\n                  (d) The term 'Net Sales' as used herein shall mean the gross\nsales made by the Company and its Affiliates and Sub-licensees to (i) retailers\nor to ultimate consumers (as in the case of accommodation sales to their\nrespective employees and to others) of Full-Priced Royalty Products excluding\namounts received for shipping charges and sales, excise or other taxes which are\ncollected by them, and less all allowances, discounts, returns and bad debts and\n(ii) to wholesalers which are not Affiliates or Sub-licensees of\n\n\n                                      14\n\nFull-Priced Royalty Products excluding amounts received for shipping charges and\nsales, excise or other taxes which are collected by them, and less all\nallowances, discounts, returns and bad debts. Net Sales shall be calculated on\nthe basis of the local currency in which said Net Sales are made. The term 'bad\ndebts' as used in this sub-paragraph shall mean accounts receivable of the\nCompany and its Affiliates and Sub-licensees arising from the aforesaid sales of\nFull-Priced Royalty Products which have not been paid within 120 days after the\ndue date; provided, however, that if any bad debt is subsequently collected,\nthen, and in such event, the amount thereafter collected on account of such bad\ndebt shall, upon collection, be included in the Company's Net Sales for the\nperiod collected. Sales of Licensed Products between the Company and its\nAffiliates and Sub-licensees (or persons, firms, corporations or businesses with\nrights to use the Names on Licensed Products outside the Territory), or between\nsaid Affiliates and Sub-licensees, shall not be included in the calculation of\nthe Company's Net Sales, provided such sales are made solely for the purpose of\nfurther re-sale.\n\n                  (e) The term 'Full Price Royalty Products' as used herein\nshall mean all Royalty Products except (i) display materials, samples and\ndummies and (ii) Promotion Products.\n\n                  (f) The term 'Promotion Products' shall mean Royalty Products\nwhich are sold to retailers (x) at a price yielding less than the mark-up or\nprofit margin generally realized by the Company, its Affiliates or Sub-licensees\n(as the case my be) upon the sale by them to retailers of Royalty Products (y)\nto enable such retailers to re-sell such products to ultimate consumers in\nconjunction with the sale by such retailers to ultimate\n\n\n                                      15\n\nconsumers of other Royalty Products (which are not Promotion Products), and (z)\nfor the purpose of promoting the sale of such other Royalty Products; provided,\nhowever, that notwithstanding the foregoing if the Cost of Goods (as hereinafter\ndefined) to the Company or its Affiliates or Sub-licensees (as the case may be)\nof a Royalty Product is not greater than [***] percent [***] of the price at\nwhich such product is sold by them to retailers, then, and in such event, such\nRoyalty Product shall not be deemed a Promotion Product. The 'Cost of Goods' of\na Royalty Product shall include and consist of (i) the variable costs of\nmaterials (including packaging, components, chemicals) and all other\nmanufacturing costs directly traceable to the production of units of the Royalty\nProduct, (ii) all direct labor costs, and (iii) an appropriate allocation of all\nfixed costs consisting of all manufacturing costs and overhead not traceable to\nspecific units of production (such as rent, heat, plant manager, etc.), all in\nconformity with normal industry practice. The Company shall sell or give away\nproducts which are not Royalty Products in conjunction with Royalty Products\nonly with Lauren's prior approval (or with the approval of PLC under the License\nAgreement given pursuant to paragraph 4.6(f) thereof), to be exercised in his\nsole discretion. Sales of such products shall nevertheless be subject to\ncompensation payments pursuant to this paragraph 4 unless otherwise agreed by\nLauren and the Company or unless such promotional products are purchased from\nlicensees of Lauren and PLC in transactions from which Lauren and PLC will\nderive their full compensation and royalty (as the case may be) fees or unless\nthe Cost of Goods of such products to the Company or its Affiliates or its\nSub-licensees (as the case my be) is greater than [***] percent [***] of the\nprice at which such products are sold by them to retailers. Upon Lauren's\nrequest, Lauren and the Company shall review periodically the\n\n\n                                      16\n\nCompany's promotional practices hereunder, and should said review reveal that\nthe Company is deriving excess profits on sales of non-Royalty Products, Lauren\nand the Company shall negotiate in good faith an appropriate compensation to be\npaid in connection with said sales.\n\n            5.    Foreign Currency and Reports.\n\n                  5.1 The Company shall pay (or cause to be paid) the\nCompensation due hereunder pursuant to Article 4 in New York in United States\ncurrency in accordance with Lauren's instructions. If payment of Compensation on\nsales is made to Lauren in the United States (not directly from the country in\nwhich the sales were made) in United States currency, the conversion of foreign\ncurrency to United States dollars shall be at the prevailing exchange rate at\nManufacturers Hanover Trust Company, New York, New York at the close of business\non the last day of the Semi-Annual Accounting Period for which such Compensation\npayment is made. In the case of payments of Compensation made directly from the\ncountry in which Full-Priced Royalty Products are sold, remittances of\nCompensation to Lauren in United States currency shall be made by converting the\ncurrency upon which Net Sales are calculated at the prevailing exchange rate at\na leading bank in such country normally used by the Company or its Affiliate or\nSub-licensee as a depository at the close of business an the due date of payment\nor on the payment date if prior to the due date of payment. Lauren will\ncooperate, at the Company's expense, in preparing, filing and executing any\ndocuments or instruments required by the Company to convert the funds into\nUnited States currency or to transfer such funds to Lauren (as the case may be)\nin the United States. It is the intention of the parties hereto that the\ncalculation of Compensation due to Lauren shall be based upon a conversion to\nUnited States dollars from the local currency in\n\n\n                                      17\n\nwhich the sales of Royalty Products are made without regard to any intermediary\ncurrency transactions. It is also the intention of the parties hereto to\neliminate any speculative activity of either party which my be undertaken to the\ndetriment of the other with respect to the exchange rates.\n\n                  5.2 In countries where foreign remittances of royalties or\ncompensation are prohibited or partially restricted, Compensation shall be paid\nlocally to a bank account in such country specified by Lauren. If foreign\nremittances are only partially restricted, Lauren and PLC (pursuant to the\nLicense Agreement), on the one hand, and the Company on the other hand, shall\nshare equally the total proceeds (whether monetary or non-monetary) permitted to\nbe remitted from any such country (Lauren's and PLC's combined share (including\ncompensation and royalties paid locally) not to exceed the Compensation and\nRoyalty payments to which they are entitled pursuant hereto and to the License\nAgreement). The Company shall confer with Lauren at the latter's request in\norder to discuss available alternative procedures, to the extent practicable and\npermitted by law which would permit the payment of Compensation in the United\nStates. The Company will cooperate, at Lauren's expense, in preparing, filing\nand executing any documents or instruments required by Lauren to convert the\nfunds into United States currency or to transfer such funds to Lauren in the\nUnited States.\n\n                  5.3 Lauren and the Company shall jointly decide whether a\nprogram for the sale of Licensed Products should be undertaken or continued in\nany country which prohibits the payment of royalties or compensation both\ninternally and externally.\n\n\n                                      18\n\n                  5.4 The Company shall use diligent efforts to provide Lauren,\nwithin seventy-five (75) days of the end of each of the first and third calendar\nquarters of each calendar year, with informal statements of Net Sales by country\nin the local currency during each such quarter ended in order that Lauren may\nhave the opportunity to protect Compensation remittances from currency\nfluctuations.\n\n                  5.5 The Company shall prepare, maintain and furnish to Lauren\nsuch records and reports as are required pursuant to Article 6 of the License\nAgreement. Submission of the required records and reports to PLC pursuant to the\nLicense Agreement shall be deemed to have been furnished to Lauren unless Lauren\nrequests separate submissions.\n\n            6.    Operating Expenses.\n\n            The Company shall, provided its written consent shall have been\nobtained in advance, reimburse, advance or pay directly any and all costs and\nexpenses for travel outside of New York City, reasonably incurred by Lauren, the\nDesign Studio or any authorized designee of Lauren, in connection with\nperformance of the services and supplying of the designs rendered and created\npursuant to paragraph 2.\n\n            7.    Death or Incapacity of Lauren.\n\n            In the event Lauren dies or becomes incapacitated, the Design\nStudio, or if the Design Studio is not then in existence, Lauren's authorized\ndesignee, or such entity or person as is responsible for the overall creation of\nmarketing and design philosophy of Ralph Lauren products, shall perform the\nobligations of Lauren hereunder and the Company shall accept the services of the\nDesign Studio or such designee, entity or person, and, accordingly,\n\n\n                                      19\n\nassume the expenses of the Design Studio, designee, entity or person as provided\nin paragraph 6. The Company shall pay all amounts required under paragraph 4 to\nLauren or his heirs, successors or assigns.\n\n            8.    Termination.\n\n            This Agreement shall continue in full force and effect until\nterminated in one of the following ways, but in any event shall terminate upon\ntermination of the License Agreement being executed simultaneously herewith:\n\n                  (a) By Lauren, in the event that (i) any Compensation is not\npaid by the Company when due, and such failure to pay is not cured within ten\n(10) days following notice to the Company of such failure (unless such payment\nis disputed by the Company in good faith, in which event the time to cure a\nfailure to make payment shall begin after the rendition of an unappealable final\njudgment by an arbitration panel or a court of competent jurisdiction, (ii) the\nLicense Agreement being executed simultaneously herewith is terminated pursuant\nto the provisions of paragraph 10.1(a) thereof, (iii) there shall be a\nsubstantial breach by the Company of any other material provision of this\nAgreement, including specifically its obligations under paragraph 2(g), which\nbreach shall not have been cured within ninety (90) days after Lauren shall have\ngiven the Company notice of the same, then, and in any of such events, at the\noption of Lauren or the Design Studio or Lauren's heirs, successors or assigns,\nthis Agreement shall immediately terminate, and, subject to paragraph 8(c), all\nrights of the Company in and to the designs furnished hereunder and all\ncopyrights and design patents therein shall terminate.\n\n\n                                      20\n\n                  (b) By the Company, in the event that (i) Lauren makes an\nassignment for the benefit of creditors or is adjudged in any legal proceeding\nto be voluntarily or involuntarily bankrupt, (ii) the License Agreement being\nexecuted simultaneously herewith is terminated pursuant to the provisions of\nparagraph 10.1(b) thereof, or (iii) there shall be a substantial breach by\nLauren of any other material provision of this Agreement, which breach shall not\nhave been cured within ninety (90) days after the Company shall have given\nLauren notice of the same.\n\n                  (c) Subject to the provisions of paragraph 10.5 of the License\nAgreement, for the Post-Termination Period referred to in paragraph 10.4 of the\nLicense Agreement, the Company, its Affiliates and its Sub-licensees may\ncontinue to sell Royalty Products which were in inventory, in process, or for\nwhich written orders had been received from customers, as of the date of\ntermination of this Agreement. Upon the conclusion of the Post-Termination\nPeriod, all rights and interests in and to the designs furnished hereunder and\ndesign patents therein and all copyrights licensed hereby shall belong to and be\nthe property of Lauren, and the Company, its Affiliates and its Sub-licensees\nshall have no further or continuing right or interest therein.\n\n                  (d) The Company acknowledges and admits that there would be no\nadequate remedy at law for its failure to cease the manufacture or sale of\nRoyalty Products at the termination of the Disposal Period and the Company\nagrees that in the event of such failure, Lauren shall be entitled to relief by\nway of temporary or permanent injunction and such other and further relief as\nany court with jurisdiction may deem proper.\n\n\n                                      21\n\n                  (e) For the purposes of sub-paragraphs (a) and (b) of this\nparagraph 8, a breach of this Agreement shall be deemed to be cured if the\ncourse of conduct or omission comprising or causing such breach is timely\nbrought to an end whether or not the effects of such prior conduct or omission\ncontinue thereafter.\n\n                  (f) The exercise by either party hereto of any of the\nforegoing rights of termination shall not constitute a waiver of other rights\nand remedies available to such terminating party, including, unless otherwise\nspecifically provided herein, any right to damages; provided, however, that\nneither Lauren nor the Company shall be entitled to damages in the event this\nAgreement terminates as a result of the termination of the License Agreement due\nto a default by the Company under paragraph 8.2(e) of the License Agreement or\nby PLC under paragraph 8.1(e) of the License Agreement. The failure by either\nparty to insist upon the strict performance of any provision hereof shall not\nconstitute a waiver by such party of its right to strict performance of such\nprovision in the future nor shall a waiver of any right hereunder on any\noccasion constitute a waiver of such right on any other occasion.\n\n            9.    Notices.\n\n            All notices or other communications required or contemplated\nhereunder shall be in writing and shall be deemed given when transmitted by\ntelex (with confirmed answerback) or delivered in person or fifteen (15) days\nafter sent, postage prepaid, by registered mail, as follows:\n\n\n                                      22\n\n                  (a)   if to the Company, addressed as follows:\n\n                  L'Oreal\n                  Centre Eugene Schueller\n                  41, Rue Martre\n                  92117 Clichy Cedex, France\n                  Attention:  Directeur Juridique et Financier\n                  Telex:  613088 CELER\n\n                  with a copy to:\n\n                  John F. Flaherty, Esq.\n                  Gibney Anthony &amp; Flaherty\n                  420 Lexington Avenue\n                  New York, New York 10170\n                  Telex:  649388\n\n                  (b)   if to Lauren or the Design Studio, addressed as follows:\n\n                  Ralph Lauren Design Studio\n                  1107 Fifth Avenue\n                  New York, New York 10028\n                  Telex:  420747 POLOFAS\n\n                  with a copy to:\n\n                  Mark N. Kaplan, Esq.\n                  Skadden, Arps, Slate,\n                        Meagher &amp; Flom\n                  919 Third Avenue\n                  New York, New York 10022\n                  Telex: 645899\n\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            10.   Binding Effect.\n\n            This Agreement shall be binding upon and inure to the benefit of the\nsuccessors and permitted assigns of the parties hereto.\n\n\n                                      23\n\n            11.   Assignment.\n\n                  (a) Lauren may assign his right to receive compensation under\nthis Agreement.\n\n                  (b) The Company may assign its rights and obligations under\nthis Agreement only (i) to a transferee of substantially all of its business or\nassets and upon the express assumption of all of the Company's obligations\nhereunder by such transferee or to a successor to the Company's business by way\nof merger, consolidation or other business combination or (ii) to an Affiliate,\nin which case the Company shall remain liable hereunder.\n\n            12.   Arbitration and Equitable Remedies.\n\n            12.1 Any controversy, claim or dispute arising out of or relating to\nthis Agreement or breach thereof, except with respect to an application pursuant\nto paragraph 12.2 hereof, shall be settled by binding arbitration in accordance\nwith the rules of the International Chamber of Commerce, by three arbitrators\nselected in accordance with such rules, and judgment upon any award so rendered\nmay be entered in any court having jurisdiction thereof. The arbitration shall\nbe held in New York, New York. Notice of arbitration shall be sufficient if made\nor given in accordance with the provisions of article 9 hereof.\n\n            12.2 In the event of a breach or threatened breach of this\nAgreement, any party hereto shall have the right, without the necessity of\nproving any actual damages, to obtain temporary or permanent injunctive or\nmandatory relief, it being the intention of the parties that this Agreement be\nspecifically enforced to the maximum extent permitted by law.\n\n\n                                      24\n\n            13.   Relationship of Parties.\n\n            This Agreement shall not create nor be considered to create the\nrelationship of master and servant, principal and agent, partnership or joint\nventure between the parties hereto, and neither party shall be liable for any\nobligation, liability, representation, negligent act or omission to act on the\npart of the other except as expressly set forth herein.\n\n            14.   Governing Law.\n\n            This Agreement shall be construed and governed in accordance with\nthe internal laws of the State of New York without regard to choice of law\nprovisions.\n\n            15.   Entire Agreement.\n\n            This Agreement contains the entire agreement between the parties\nhereto with respect to the transactions contemplated hereby and may not be\nchanged or terminated orally. No modification or waiver of any of the provisions\nhereof shall be valid unless signed by a party to be charged therewith.\n\n            16.   Severability.\n\n            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.\n\n\n                                      25\n\n            17.   Counterparts.\n\n            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            18.   Termination of Prior Agreement.\n\n            This Agreement supersedes a prior design and consulting agreement\nmade and dated as of November 22, 1976 (executed on June 30, 1978) between the\nCompany (as successor to the rights of respectively, Cosmair and WTL) and\nLauren, and the rights, duties and obligations of the parties from this date\nforth shall be governed by this Agreement; provided that the Company's\nobligations prior to this date shall continue to be governed by\n\n\n                                      26\n\nthe prior design and consulting agreement. The Company shall cause Cosmair to\nremit compensation with respect to sales of Licensed Products made prior to this\ndate as required thereunder.\n\n            IN WITNESS WHEREOF, the parties hereto have executed this Agreement\nor caused the same to be executed by a duly authorized officer as of the lst day\nof January, 1985.\n                                 L'OREAL S.A.\n\n\n                                 By:  \/s\/ Marc de Lacharriere\n                                    ------------------------------------\n\n                                 Date:  October 8, 1985\n                                       ---------------------------------\n\n\n                                        \/s\/ Ralph Lauren\n                                    ------------------------------------\n                                 Ralph Lauren, individually and doing business\n                                 as Ralph Lauren Design Studio\n\n\n                                 Date:   October 8, 1985\n                                       ---------------------------------\n\n\n                                      27\n\n                                 L'OREAL S.A.\n                            Centre Eugene Schueller\n                                41, Rue Martre\n                              92117 Clichy Cedex\n                                    France\n\n\n                                                         As of January 1, 1985\n\n\n\nMr. Ralph Lauren\n1107 Fifth Avenue\nNew York, New York 10028\n\n      and\n\nPolo Fashions, Inc.\n40 West 55th Street\nNew York, New York 10019\n\nGentlemen:\n\n            Reference is made (i) to a restated foreign license agreement (the\n'License Agreement') dated January 1, 1985 between L'Oreal S.A., a corporation\norganized under the laws of France (the 'Licensee'), and The Polo\/Lauren\nCompany, a New York limited partnership (the 'Licensor'), which License\nAgreement is being executed simultaneously herewith and (ii) a foreign design\nand consulting agreement (the 'Design Agreement') dated as of January 1, 1985\nbetween Ralph Lauren ('Lauren') individually and doing business under the name\nRalph Lauren Design Studio, and Licensee, which Design Agreement is being\nexecuted simultaneously herewith. The License Agreement and the Design Agreement\nare hereinafter, at times, referred to collectively as the Agreements.\n\n            In order to induce the Licensee to enter into the Agreements and to\nperform the obligations imposed on the Licensee thereunder, the Licensor has\nrequested Lauren and Polo Fashions, Inc., a New York corporation ('PFI'), to\nconfirm to the Licensee certain representations, warranties, covenants and\nacknowledgments, which representations, warranties, covenants and\nacknowledgments have previously have been made to the Licensor by Lauren and\nPFI.\n\n\n\n            NOW, THEREFORE, the parties hereto agree as follows:\n\n            1. Lauren and PFI, jointly and severally, hereby make the following\nrepresentations and warranties to Licensee, which are confirmatory of the rights\nreceived by the Licensor under various agreements (the 'Transfer Agreements')\namong the Licensor, Ricky Lauren and Mark N. Kaplan as trustees under an\nAgreement dated September 21, 1976 (the 'Trustees'), Lauren and PFI each of\nwhich shall be deemed to be independently material and relied upon by the\nLicensee, regardless of any investigation made or information obtained by the\nLicensee:\n\n                  (a) As of November 12, 1976, PFI was the registered owner of,\n      and Lauren had consented to the use of his name in connection with the\n      registration of, the trademarks (i) 'Polo (with design) by Ralph Lauren',\n      United States Patent Office Registration No. 978,166 covering certain\n      products in U.S. Class 39, (ii) 'Ralph Lauren' (and Polo Player Design),\n      United States Patent Office Registration No. 984,005 covering certain\n      products in U.S. Class 39, (iii) 'Chaps by Ralph Lauren', United States\n      Patent Office Registration No. 1,016,955 covering certain products in U.S.\n      Class 39 and (iv) 'Polo by Ralph Lauren' covering certain products in U.S.\n      Class 26. PFI and Lauren, by written instrument duly executed by them in\n      favor of Licensor, have given their consent and agreement to interpose no\n      objection to the registration, use and licensing of the foregoing\n      trademarks, the Names and all other names and marks which either or both\n      (or any business entity which is now or hereafter owed or controlled,\n      directly or indirectly, by either or both of them), may hereafter develop\n      or own (except such other names and marks as are not used in connection\n      with any fashion related product) in connection with the manufacture\n      and\/or distribution and sale of Licensed Products, as contemplated by the\n      License Agreements;\n\n                  (b) Licensor has the full right, power and authority to\n      execute and deliver, and perform the terms of, the License Agreement and\n      the consummation of the transactions contemplated by the License Agreement\n      will not violate any agreement to which Licensor, Lauren or PFI is a party\n      or by which they, it or he may be bound;\n\n                  (c) Without limiting the generality of the last preceding\n      subparagraph, Licensor has the full right to grant the License and neither\n      Licensor, Lauren nor PFI is a party to or bound by any agreement in\n      conflict with the License Agreement or with any provision thereof. Except\n      as may be provided in the Agreements, neither Licensor, Lauren nor PFI has\n      granted to any other person, firm, corporation or business any right,\n      license or privilege to use the Names or associated\n\n\n                                      2\n\n\n\n      crests, symbols, logos or identifying marks, or any crest, symbol, logo or\n      identifying marks which would be confusingly similar thereto in connection\n      with any Licensed Product, or which would have the effect of infringing\n      upon the exclusivity of the License granted to Licensee under the License\n      Agreement;\n\n            2. In further confirmation of their prior transfer of rights to\nLicensor, Lauren and PFI, jointly and severally, covenant and agree with\nLicensee as follows:\n\n                  (a) Lauren and PFI will not, and will not permit any business\n      entity owned or controlled by them to, grant any person, firm, corporation\n      or business (other than Licensee) any right, license or privilege to use\n      in the Territory the Names or associated crests, symbols, logos or\n      identifying marks or any name, crest, symbol, logo or identifying mark\n      which would be confusingly similar thereto in connection with any Licensed\n      Product, or which would have the effect of infringing upon the exclusivity\n      of the License granted to Licensee under the License Agreement;\n\n                  (b) Lauren and PFI hereby confirm Foreign Licensor's authority\n      to appoint Licensee as its attorney-in-fact to apply for and register, in\n      accordance with the provisions of the Agreements, in the name of Licensor,\n      in any part of the Territory all trade names and trademarks which make use\n      of the Names or are associated therewith as applied to Licensed Product.\n      Lauren and FFI will cooperate with Licensee in all manners and respects,\n      but at Licensee's expense, to enable Licensee to obtain the aforesaid\n      registrations, and Lauren and PFI will execute any further agreements,\n      documents and instruments as may be necessary to effect the same;\n\n                  (c) Lauren and PFI will not at any time disclose to any\n      person, firm, corporation or business (other than to the licensee with\n      respect to Licensed Products in the United States of America, if required\n      in connection with a program for the Licensed Products there) any\n      confidential information (including, without limitation, customer lists)\n      concerning the conduct of the business and affairs of Licensee or of any\n      subsidiary or affiliate of Licensee which they may acquire except as may\n      be required pursuant to law and then only upon advance notice to Licensee;\n\n                  (d) Lauren and PFI shall protect, indemnify and save harmless\n      Licensee and each of Licensee's officers, directors, employees and agents\n      against any and all liabilities, claims, damages, penalties, causes of\n      action, costs and expenses, including reasonable attorneys' fees, arising\n      out of the breach or material inaccuracy of any of the representations,\n      warranties, covenants and agreements of (x) Licensor contained in the\n      License Agreement or (y) Lauren or PFI, contained in this letter.\n\n\n                                      3\n\n\n\n      Licensee shall have the right in its discretion, and with counsel of its\n      own choosing, to take any action, legal or otherwise, in its own name\n      and\/or in the name of Lauren or PFI, at Licensee's discretion, to protect\n      any trade name or trademark covered by the License from infringement,\n      counterfeiting or passing off. prior to taking any such action, Licensee\n      shall advise Licensor of its intention to commence the proposed action and\n      thereafter, at Lauren or PFI's request, shall promptly furnish Lauren\n      and\/or PFI with copies of relevant documents and Lauren and PFI advised of\n      developments relating to the action. Lauren and PFI shall cooperate with\n      Licensee, and if requested, shall join in as a plaintiff in any such\n      action with counsel designated by Licensee. Any legal expenses incurred in\n      the prosecution of such action shall be borne by, and any money recoveries\n      received in such action, shall belong to, Licensee (subject only to the\n      rights, if any, of Licensor to a royalty on any such recovery as expressly\n      provided in the License Agreement);\n\n                  (e) Lauren and PFI acknowledge that the Current Names have\n      established prestige and good will in the field of fashion apparel and\n      that it is of major importance to Licensee that the high standards and\n      reputation of the Current Names be maintained. Neither Lauren nor PFI will\n      take action which will be likely to injure or damage the reputation for\n      high quality which has come to be associated with the Current Names.\n      Licensee shall not be entitled to damages by reason of Lauren's or PFI's\n      breach or default of their obligations under this subparagraph (e) and\n      Licensee's sole remedy under the Agreements shall be to terminate the\n      Agreements pursuant to the provisions thereof.\n\n                  (f) Lauren and PFI believe and intend that they have\n      transferred and assigned to Licensor all rights required by Licensor to\n      enable Licensor to fully perform its obligations under the License\n      Agreement. Nevertheless, in confirmation thereof, if Lauren or PFI or any\n      entity owned or controlled by them now has or may hereafter acquire any\n      right or interest in or to any of the Names and if such right or interest\n      is required to or should properly be owned by Licensor under the License\n      Agreement or to otherwise fully perform Licensor's obligations thereunder,\n      then, and in such event, the following provisions shall apply:\n\n                        (i) Lauren and PFI shall promptly transfer and assign\n            such right and interest to Licensor, without cost or expense to\n            Licensee, and (ii) for the purpose of the License Agreement and\n            Licensee's rights thereunder, such rights and interests shall be\n            deemed to be the property of Licensor (whether or not they are\n            actually assigned or transferred to Licensor as provided in clause\n            (i) above);\n\n\n                                      4\n\n                  (g) If Lauren or PFI hereafter register any new Name in any\n      part of the world, they will promptly thereafter advise Licensee of the\n      same;\n\n                  (h) Lauren will not permit his name to be used by any\n      Unaffiliated Third Person as the designer or creator of a line of clothing\n      or any other line of fashion related products owned, manufactured or\n      distributed by such Unaffiliated Third Person, unless such Unaffiliated\n      Third Person agrees, for the benefit of Licensee, that neither Ralph\n      Lauren's name or the name of Ralph Lauren as part of a trade name or\n      trademark used for or in connection with such line of clothing or other\n      line of fashion related products will be used in the Territory by such\n      Unaffiliated Third Person (or by any person licensed or authorized by him)\n      for a line of Licensed Products or in connection with the sale,\n      distribution or promotion thereof. The term 'Unaffiliated Third Person'\n      shall mean every person and business entity except Licensor, the Trustees,\n      Lauren, PFI and each business entity owned or controlled directly or\n      indirectly, by them; and\n\n                  (i) In further confirmation of their prior transfer of rights\n      to Licensor, (i) Lauren and PFI do hereby join in each of the covenants\n      and agreements of Licensor contained in the License Agreement (including,\n      without limitation, the covenants and agreements of the Licensor set forth\n      in paragraphs 2.2, 8.1, 10.4 and 14 of the License Agreement) and (ii)\n      Lauren and PFI expressly consent to all of the other terms and conditions\n      of the License Agreement and will deliver such documents and take such\n      action as may be reasonably requested in order to enable Licensor to fully\n      carry out the intent and accomplish the License Agreement.\n\n            3. Licensee acknowledges that, except as set forth in paragraph 1\nhereof, Lauren and PFI have not represented to Licensee that Licensor, Lauren or\nPFI have any trademarks, trade names or other rights or interests in or to the\nNames or that persons other than Licensor, Lauren or PFI have no such\ntrademarks, trade names or other rights or interests. If Licensee uses any Name\nas a trademark, trade name or product name for a Royalty Product without\nregistration of the same (except as may be necessary to establish its use in\ncommerce) Licensee will protect, defend and save harmless Lauren and PFI from\nand against any claim of third persons for infringement, counterfeiting or\npassing off against Lauren or PFI arising out of the use of such unregistered\nName provided that (x) neither Lauren, PFI nor Licensor shall have\nmisrepresented to Licensee their rights or interests in or to such Name whether\nin this letter, in the License Agreement or any other instrument, and (y) such\nclaim shall not arise by reason of any action taken by Lauren, PFI or Licensor\nin breach of any obligation they may have to Licensee whether arising under this\nletter, the License Agreement or any other instrument.\n\n\n                                      5\n\n            4. In the event of a breach or threatened breach of any of the\ncovenants of Lauren or PFI contained in this letter, Licensee shall have the\nright, without the necessity of proving any actual damages, to obtain temporary\nor permanent injunctive or mandatory relief in a court of competent\njurisdiction, it being the intention of the parties to this Agreement that the\ncovenants and agreements of Lauren and PFI hereunder be specifically enforced to\nthe maximum extent permitted by law.\n\n            If the representations of Lauren herein contained are not true and\ncorrect in any material respect or if there shall be a substantial breach by\nLauren of any of its covenants hereunder, which breach shall not have been cured\nwithin ninety (90) days after Licensee shall have given Lauren notice of same,\nsuch misrepresentation or breach shall be deemed and shall constitute a breach\nof the Design Agreement, and Licensee shall have the right, in addition to any\nand all rights and remedies that Licensee has against Lauren by reason of the\nsame, to (i) terminate the Design Agreement and\/or (ii) set off any and all\ndamages, costs, expenses, losses, and other injuries sustained by Licensee by\nreason of such misrepresentation or breach against any sums payable by Licensee\nunder the Design Agreement, except as otherwise provided in this letter or under\nthe Design Agreement.\n\n            5. In all instances where Lauren has a right of approval herein,\nsuch right may be exercised personally by Lauren or by the Ralph Lauren Design\nStudio. If Lauren or the Ralph Lauren Design Studio fails or is unable to\nexercise such right within thirty (30) days (by informing Licensee whether\nLauren grants or withholds his said approval) Lauren shall be deemed to have\ngiven his approval to Licensee with respect to the matter as to which his\napproval was sought.\n\n            6. Licensee covenants and agrees with Lauren and PFI, as follows:\n\n                  (a) Licensee will not disclose to any person, firm,\n      corporation, or business any confidential information concerning the\n      conduct of the business and affairs of Lauren or PFI which Licensee may\n      acquire; and\n\n                  (b) It is understood that Licensor, Lauren and PFI assume no\n      liability to Licensee or third parties with respect to the performance\n      characteristics of the Royalty Products, and Licensee will protect,\n      defend, indemnify and save harmless, Licensor, Lauren and PFI, their\n      officers, employees and agents, against any and all liabilities, claims,\n      damages, penalties, causes of action, costs and expenses, including\n      reasonable attorneys' fees and disbursements, for product liability or\n      breach of warranty claims of third persons arising out of the use of such\n      Products by such third persons.\n\n\n                                      6\n\n            7. All notices, approvals or other communications required under or\ncontemplated by this Letter shall be in writing and (x) if given to Licensee,\nLicensor or Lauren shall be delivered in the manner provided in the Agreements,\nand (y) if given to PFI shall be transmitted by telex (with confirmed\nanswerback) or delivered in person or sent, postage paid, by registered or\ncertified mail, return receipt requested. as follows:\n\n                        Polo Fashions, Inc.\n                        40 West 55th Street\n                        New York, New York 10019\n                        Attention:  President\n                        Telex:  420747 POLOFAS\n\n                  with a copy to:\n\n                        Mark N. Kaplan, Esq.\n                        Skadden, Arps, Slate, Meagher &amp; Flom\n                        919 Third Avenue\n                        New York, New York 10022\n                        Telex:  645899\n\n            8. All terms used in this Letter Agreement shall be defined for the\npurposes hereof as provided in the Agreements unless otherwise expressly defined\nherein.\n\n            9. This Letter Agreement supersedes a prior letter agreement made\nand dated November 22, 1976 (executed an June 30, 1978) among Cosmair, Inc. (as\nsuccessor to the rights of Warner\/Lauren Ltd.) and Lauren and PFI and the\nrights, duties and obligations of the parties from this date forth shall be\ngoverned by this Letter Agreement.\n\n\n                              Very truly yours,\n\n                              L'OREAL S.A.\n\n\n\n                              By:     \/s\/ Marc de Lacharriere\n                                 ------------------------------------\n\n\n                                      7\n\n\n\nREAD AND AGREED TO:\n\n\n\n   \/s\/ Ralph Lauren\n------------------------------------\nRalph Lauren\n\n\nPOLO FASHIONS, INC.\n\n\n\nBy:   \/s\/ Peter Strom\n------------------------------------\nEncl.\n\n\n                                      8\n\n          [LETTERHEAD OF POLO RALPH LAUREN CORPORATION-VICTOR COHEN]\n\n\n\n\n\n                               September 16, 1994\n\n\nVIA FEDERAL EXPRESS\n\nL'Oreal S.A.\nCentre Eugene Schueller\n41, rue Martre\n92117 Clichy Cedex, France\n\nAttn:  Directeur Juridique et Financier\n\n\n                  Re:   Foreign Design and Consulting Agreement\n                        dated January 1, 1985 ('Design Agreement')\n\nGentlemen:\n\n            We hereby give you notice that Ralph Lauren will, at a closing which\nwe anticipate will take place on or shortly after October 1, 1994 (the\n'Closing'), assign his rights and obligations under the Design Agreement\n(including the right to receive compensation thereunder) to Polo Ralph Lauren\nEnterprises, L.P., a Delaware limited partnership, in which Mr. Lauren will own\nthe controlling interest. Mr. Lauren will continue to perform the services set\nforth in the Design Agreement on the terms set forth therein.\n\n            We will give you further notice promptly after the Closing\nconcerning the effective date of the assignment and all necessary information\nregarding the party to which future correspondence, accountings and payment\nshould be directed.\n\n            Kindly indicate your acknowledge and consent to the consummation of\nthe proposed transaction described above by executing the enclosed copy of this\nletter in the place provided and returning it to us in the enclosed Federal\nExpress envelope at your earliest convenience.\n\n                                    Very truly yours,\n\n                                    \/s\/ Victor Cohen\n                                    ----------------------------\n                                    Victor Cohen\n                                    on behalf of Ralph Lauren\n\n\/db.2878\n\n\n                                      1\n\nEnclosures\n\nAGREED:\n\nL'OREAL S.A.\n\n\nBy:     \/s\/ P. Simoncelli\n   ------------------------------------\n     Name:  P. Simoncelli\n     Date:  September 28, 1994\n\n\n                                      2\n\n                            [LETTERHEAD OF L'OREAL]\n\n\nOctober 25, 1994\n\n\n\nPOLO RALPH LAUREN CORPORATION\n650 Madison Avenue\nNew York, NY  10022\n\nAttn: Mr Victor COHEN,\nVice-President and General Counsel\n\n\nRe: Your letter of September 16, 1994 - Foreign Design and Consulting Agreement\n    dated January 1, 1985 ('Design Agreement').\n\n\nGentlemen,\n\nFurther to your above-referred letter, we are pleased to confirm our consent to\nthe proposed transaction described therein (we enclose herewith such letter\ncountersigned on our side), subject however that:\n\n1\/    As announced by Mr Cohen on behalf of Ralph Lauren, Mr Ralph Lauren\n      undertakes to continue to personally perform the services set forth in the\n      Design Agreement on the terms set forth therein;\n\n2\/    'Polo Ralph Lauren Enterprises, L.P., or any successor or assignee to its\n      rights and duties under the Design Agreement, will in any and all events\n      (i) be able to provide us with the said services of Lauren as provided in\n      the Design Agreement, and (ii) be controlled by Lauren or by the person(s)\n      or entity which controls the Polo\/Ralph Lauren trademarks or by an\n      affiliate of such person(s) or entity'.\n\n\n\n                                          Very truly yours,\n\n                                          \/s\/ P. Simoncelli\n                                          --------------------\n                                          P. SIMONCELLI\n                                          General Counsel\n\nP.S.:  This letter supersedes our former letter dated September 28, 1994, with\n       same object in reference.\n\nEncl.\n\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-42311","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\/42311","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=42311"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42311"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42311"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42311"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}