\n 1985 [***]
\n 1986 and 1987 [***]
\n 1988 [***]
\n 1989 and thereafter [***]
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n 4.4 The Japanese Royalty shall be equal to [***] percent [***]
\nof Licensee’s Net Sales to or in Japan; provided, however, that prior to the
\ntime Licensee shall commence sales of Royalty Products in Japan, Licensor and
\nLicensee shall negotiate in good faith and agree upon an appropriate launch
\nperiod during which the Japanese Royalty shall be waived by Licensor.<\/p>\n
4.5 The Regular Royalty, the Cosmetics Royalty and the
\nJapanese Royalty shall be paid as follows: With respect to each Semi-Annual
\nAccounting Period, the entire Regular Royalty, Cosmetics Royalty and Japanese
\nRoyalty for such Semi-Annual Accounting Period shall be paid on or before the
\nfifteenth day of the third month next following the end of such Semi-Annual
\nAccounting Period.<\/p>\n
13
\n 16<\/p>\n
4.6 The following terms, as used in this Agreement, shall have
\nthe meanings hereinafter set forth:<\/p>\n
(a) The term “Semi-Annual Accounting Period” as used
\n herein shall mean each 6-month period ending June 30 and December 31 of
\n each year during the term of this Agreement, except that the first
\n Semi-Annual Accounting Period hereunder shall be the period from the
\n date hereof through June 30, 1985.<\/p>\n
(b) [Intentionally Omitted]<\/p>\n
(c) The term “Net Sales” as used herein shall mean
\n the gross sales made by Licensee and its Affiliates, and Sublicensees
\n to (i) retailers or to ultimate consumers (as in the case of
\n accommodation sales to their respective employees and to others) of
\n Full-Priced Royalty Products excluding amounts received for shipping
\n charges and sales, excise or other taxes which are collected by them,
\n and less all allowances, discounts, returns and bad debts and (ii) to
\n wholesalers which are not Affiliates or Sublicensees of Full-Priced
\n Royalty Products excluding amounts received for shipping charges and
\n sales, excise or other taxes which are collected by them, and less all
\n allowances, discounts, returns and bad debts. Net Sales shall be
\n calculated on the basis of the local currency in which said Net Sales
\n are made. The term “bad debts” as used in this subparagraph shall mean
\n accounts receivable of Licensee and its Affiliates and Sublicensees
\n arising from the aforesaid sales of Full-Priced Royalty Products which
\n have not been paid within 120 days after the due date; provided,<\/p>\n
14
\n 17<\/p>\n
however, that if any bad debt is subsequently collected, then, and in
\n such event, the amount thereafter collected on account of such bad debt
\n shall, upon collection, be included in the Licensee’s Net Sales for the
\n period collected. Sales of Licensed Products between Licensee and its
\n Affiliates and Sublicensees (or persons, firms, corporations or
\n businesses with rights to use the Names and Licensed Products outside
\n the Territory), or between said Affiliates and Sublicensees, shall not
\n be included in the calculation of Licensee’s Net Sales, provided such
\n sales are made solely for the purpose of further resale.<\/p>\n
(d) [Intentionally Omitted]<\/p>\n
(e) The term “Full Priced Royalty Products” as used
\n herein shall mean all Royalty Products except (i) display materials,
\n samples and dummies and (ii) Promotion Products.<\/p>\n
(f) The term “Promotion Products” shall mean Royalty
\n Products which are sold to retailers (x) at a price yielding less than
\n the mark-up or profit margin generally realized by the Licensee, its
\n Affiliates or Sublicensees (as the case may be) upon the sale by them
\n to retailers of Royalty Products (y) to enable such retailers to resell
\n such products to ultimate consumers in conjunction with the sale by
\n such retailers to ultimate consumers of other Royalty Products (which
\n are not Promotion Products), and (z) for the purpose of promoting the
\n sale of such other Royalty Products; provided, however, that
\n notwithstanding the foregoing if the Cost<\/p>\n
15
\n 18<\/p>\n
of Goods (as hereinafter defined) to Licensee or its Affiliates or
\n Sublicensees (as the case may be) of a Royalty Product is not greater
\n than [***] percent [***] of the price at which such product is sold by
\n them to retailers, then, and in such event, such Royalty Product shall
\n not be deemed a Promotion Product. The “Cost of Goods” of a Royalty
\n Product shall include and consist of (i) the variable costs of
\n materials (including packaging, components, chemicals) and all other
\n manufacturing costs directly traceable to the production of units of
\n the Royalty Product, (ii) all direct labor costs, and (iii) an
\n appropriate allocation of all fixed costs consisting of all
\n manufacturing costs and overhead not traceable to specific units of
\n production (such as rent, heat, plant manager, etc.), all in conformity
\n with normal industry practice. Licensee shall sell or give away
\n products which are not Royalty Products in conjunction with Royalty
\n Products only with Licensor’s prior approval (or with Lauren’s approval
\n given pursuant to paragraphs 2(h) and 4(f) of the Design Agreement), to
\n be exercised in Licensor’s sole discretion. Sales of such products
\n shall nevertheless be subject to royalty payments pursuant to this
\n paragraph 4 unless otherwise agreed by Licensor and Licensee or unless
\n such products are purchased from Licensees of Licensor and Lauren in
\n transactions from which Licensor and Lauren will derive their full
\n royalty and compensation (as the case may be) fees or unless the Cost
\n of Goods of such products to Licensee or its Affiliates or its
\n Sublicensees (as the case may be) is greater than [***] percent [***]
\n of the price at<\/p>\n
16
\n 19<\/p>\n
which such products are sold by them to retailers. Upon Licensor’s
\n request, Licensor and Licensee shall review periodically Licensee’s
\n promotional practices hereunder, and should said review reveal that
\n Licensee is deriving excess profits on sales of said non-Royalty
\n Products, Licensor and Licensee shall negotiate in good faith an
\n appropriate royalty to be paid in connection with said sales.<\/p>\n
5. Foreign Currency.<\/p>\n
5.1 Licensee shall pay (or cause to be paid) Royalties due
\nhereunder pursuant to Article 4 in New York in United States currency in
\naccordance with Licensor’s instructions. If payment of a Royalty is made to
\nLicensor in the United States (not directly from the country in which the sales
\nwere made) in United States currency, the conversion of foreign currency to
\nUnited States dollars shall be at the prevailing exchange rate at Manufacturers
\nHanover Trust Company, New York, New York at the close of business on the last
\nday of each Semi-Annual Accounting Period for which such Royalty payment is
\nmade. In the case of payments of Royalties made directly from the country in
\nwhich Full-Priced Royalty Products are sold, remittances of Royalties to
\nLicensor in United States currency shall be made by converting the currency upon
\nwhich Net Sales are calculated at the prevailing exchange rate at a leading bank
\nin such country normally used by Licensee or its Affiliate or Sub-licensee as a
\ndepository at the close of business on the due date of payment or on the payment
\ndate if prior to the due date of payment. Licensor will cooperate, at Licensee’s
\nexpense, in preparing, filing and executing any documents or<\/p>\n
17<\/p>\n
20<\/p>\n
instruments required by Licensee to convert the funds into United States
\ncurrency or to transfer such funds to Licensor (as the case may be) in the
\nUnited States. It is the intention of the parties hereto that the calculation of
\nRoyalties due to Licensor shall be based upon a conversion to United States
\ndollars from the local currency in which the sales of Royalty Products are made
\nwithout regard to any intermediary currency transactions. It is also the
\nintention of the parties hereto to eliminate any speculative activity of either
\nparty which may be undertaken to the detriment of the other with respect to the
\nexchange rates.<\/p>\n
5.2 In countries where foreign remittances of royalties are
\nprohibited or partially restricted, Royalties shall be paid locally to a bank
\naccount in such country specified by Licensor. If foreign remittances are only
\npartially restricted, Licensor and Lauren (pursuant to the Design Agreement), on
\nthe one hand, and Licensee on the other hand, shall share equally the total
\nproceeds (whether monetary or non-monetary) permitted to be remitted from any
\nsuch country (Licensor’s and Lauren’s combined share (including royalties and
\ncompensation paid locally) not to exceed the Royalty and Compensation payments
\nto which they are entitled pursuant hereto and to the Design Agreement).
\nLicensee shall confer with Licensor at the latter’s request in order to discuss
\navailable alternative procedures, to the extent practicable and permitted by
\nlaw, which would permit the payment of Royalties in the United States. Licensee
\nwill cooperate, at Licensor’s expense, in preparing, filing and executing any
\ndocuments or instruments required by Licensor to convert the funds into United
\nStates currency or to transfer such funds to Licensor in the United States.<\/p>\n
18
\n 21<\/p>\n
5.3 Licensor and Licensee 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 both internally and
\nexternally.<\/p>\n
5.4 Licensee shall use diligent efforts to provide Licensor,
\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 Licensor may
\nhave the opportunity to protect Royalty remittances from currency fluctuations.<\/p>\n
6. Records and Reports.<\/p>\n
6.1 With each payment of a Royalty made pursuant to article 4
\nhereof, Licensee shall furnish to Licensor a statement (the “Royalty Statement”)
\nwhich shall show for the relevant period, separately with respect to each
\ncountry (or groupings of countries where more practicable when currency
\nconversions are not involved), each range of Royalty Products and each kind of
\nPromotion Product: (i) the aggregate amount of Licensee’s gross sales and
\nLicensee’s Net Sales of the same and the aggregate amount of Licensee’s returns
\nof and allowances for such products and the sales by units for each Royalty
\nProduct, and (ii) the aggregate amount of each Affiliate’s and Sublicensee’s Net
\nSales as reflected in Collateral Statements (as hereinafter defined) received by
\nLicensee during the relevant period. Each Royalty Statement shall contain a
\nseparate certificate by an officer of Licensee to the effect that Promotion
\nProducts referred to therein as sold by Licensee comprised “Promotion<\/p>\n
19
\n 22<\/p>\n
Products” as defined in this Agreement. A true and complete copy of each
\nCollateral Statement referred to in a Royalty Statement shall be furnished to
\nLicensor together with the Royalty Statement. Licensor shall have a period of
\none (1) year after receipt of each Royalty Statement to object thereto by
\ndelivering to Licensee a written statement (“Notice of Disagreement”) setting
\nforth in detail the item or items objected to and the Licensor’s reasons
\ntherefor, except that Licensor shall have a period of two (2) years after
\nreceipt of a Royalty Statement to assert a claim (by a Notice of Disagreement)
\nthat Promotion Products referred to in the Royalty Statement were in fact Full
\nPriced Royalty Products. If Licensor does not timely object to items set forth
\nin a Royalty Statement by delivering a Notice of Disagreement within the time
\nallowed, such items contained in the Royalty Statement as to which timely
\nobjection was not made shall be deemed to be conclusive and binding upon
\nLicensor and Licensee.<\/p>\n
Licensee shall require that its Affiliates and Sublicensees
\nfurnish to Licensee a statement (the “Collateral Statement”) on or before the
\nend of the fifteenth day of the second month next following the end of each
\nSemi-Annual Accounting Period which shall show for the Semi-Annual Accounting
\nPeriod then last ended prior to the date of such statement, separately with
\nrespect to each country (or groupings of countries where more practicable when
\ncurrency conversions are not involved), each range of Royalty Products and each
\nkind of Promotion Product, the aggregate amount of the Affiliate’s or
\nSublicensee’s (as the case may be) gross sales and Net Sales of the same and the
\naggregate amount of returns of and<\/p>\n
20
\n 23<\/p>\n
allowances for such products. In addition to the above information, each Royalty
\nStatement and Collateral Statement shall set forth (i) with respect to each
\naccount receivable of the Licensee, Affiliate or Sublicensee, as the case may
\nbe, constituting a bad debt (as hereinabove defined) the following information:
\nthe name and address of the account receivable debtor, the amount of the account
\nreceivable of such debtor constituting a bad debt and the date of the invoice or
\nbill which remains unpaid in whole or in part (thereby creating the bad debt)
\nand (ii) with respect to each bad debt from a prior accounting period which was
\ncollected during the accounting period covered by a Royalty Statement or
\nCollateral Statement the following information: the name and address of the
\naccount receivable debtor, the amount of the bad debt from a prior accounting
\nperiod which was collected during the accounting period covered by the Royalty
\nStatement or Collateral Statement and the date of the earlier Royalty Statement
\nor Collateral Statement on which the bad debt had been charged against
\nLicensee’s, the Affiliate’s or the Sublicensee’s Net Sales.<\/p>\n
6.2 During the term of this Agreement Licensee shall keep at
\nits office complete and accurate books and records pertaining to Licensee’s
\nobligations hereunder. Such books and records shall show, by kind, quantity and
\nname of customer, (i) the volume in local currency of all sales of Royalty
\nProducts and Promotion Products Trade made by Licensee and its Affiliates, (ii)
\nthe Cost of Goods of Promotion Products, (iii) the accounts receivable and bad
\ndebts of Licensee and its Affiliates and (iv) the names and addresses of all<\/p>\n
21
\n 24<\/p>\n
Sublicensees. Licensee shall require that its Sublicensees maintain similar
\nbooks and records.<\/p>\n
Licensor shall have and is hereby granted the right, to be
\nexercised no more frequently than once in any Semi-Annual Accounting Period, to
\nhave Licensee’s said books and records examined by a certified public accountant
\nor other representative selected by Licensor for the purpose of verifying the
\nRoyalty Statements. Licensee shall permit access to its books and records for
\nthe purpose of such examination during the normal hours of business upon receipt
\nof notice from Licensor not less than five (5) business days in advance of the
\nrequested date of examination. Such examination requested by Licensor shall be
\nmade at Licensor’s sole cost and expense, except that if upon any such
\nexamination Licensor shall determine and demonstrate that the amount of
\nLicensee’s Net Sales as set forth in a Royalty Statement has been understated by
\nmore than three (3%) percent then, and in such event, Licensee shall reimburse
\nLicensor for the fair and reasonable cost to Licensor of its examination of
\nLicensee’s books and records for the period covered by such understated Royalty
\nStatement. Licensee shall procure for Licensor a similar right, to be
\nexercisable no less frequently than once in any Semi-Annual Accounting Period,
\nto have the books of each Affiliate and Sublicensee examined for the purpose of
\nverifying Collateral Statements. Each Affiliate and Sublicensee shall further
\nagree that any such examination requested by Licensor shall be made at
\nLicensor’s sole cost and expense, except that if upon any such examination
\nLicensor shall determine and demonstrate that the amount of the Affiliate’s or
\nSublicensee’s<\/p>\n
22
\n 25<\/p>\n
(as the case may be) Net Sales as set forth in a Collateral Statement has been
\nunderstated by more than three (3%) percent then, and in such event, the
\nAffiliate or Sublicensee shall reimburse Licensor for the fair and reasonable
\ncost to Licensor of its examination of the Affiliate’s or Sublicensee’s books
\nand records for the period covered by such understated Collateral Statement.<\/p>\n
7. Representations and Warranties.<\/p>\n
7.1 Licensor hereby makes the following representations and
\nwarranties to Licensee:<\/p>\n
(a) As of November 22, 1976, PFI was the registered
\n owner of, and Lauren had consented to the use of his name in connection
\n with the registration of, among others, the trademarks (i) “Polo (with
\n design) by Ralph Lauren”, United States Patent Office Registration No.
\n 978,166 covering certain products in U.S. Class 39, (ii) “Ralph Lauren”
\n (and Polo Player Design), United States Patent Office Registration No.
\n 984,005 covering certain products in U.S. Class 39, (iii) “Chaps by
\n Ralph Lauren”, United States Patent Office Registration No. 1,016,955
\n covering certain products in U.S. Class 39, and (iv) “Polo by Ralph
\n Lauren” covering certain products in Class 26. PFI and Lauren, by
\n written instrument duly and fully executed by them, have consented to,
\n and have agreed to interpose no objection to, the registration, use and
\n licensing of the foregoing trademarks, the Names and all other names
\n and marks which either or both (or any business entity which is now or<\/p>\n
23
\n 26<\/p>\n
hereafter owned or controlled, directly or indirectly, by either or
\n both of them), may hereafter develop or own (except such other names
\n and marks as are not used in connection with any fashion related
\n product) in connection with the manufacture and\/or distribution and
\n sale of Licensed Products by Licensee, its Affiliates and Sublicensees
\n as contemplated by this Agreement;<\/p>\n
(b) Licensor has the full right, power and authority
\n to execute and deliver, and perform the terms of, this Agreement and
\n the consummation of the transactions contemplated by this Agreement
\n will not violate any agreement to which Licensor is a party or by which
\n it may be bound; and<\/p>\n
(c) Without limiting the generality of the last
\n preceding subparagraph, Licensor has the full right to grant the
\n License. Licensor is not a party to or bound by any agreement in
\n conflict herewith or with any provision hereof. Except to the extent of
\n the restriction referred to in paragraph 2.5(c) hereof, Licensor has
\n not granted to any other person, firm, corporation or business any
\n right, license or privilege to use in the Territory the Names or
\n associated crests, symbols, logos or identifying marks or any name,
\n crest, symbol, logo or identifying mark which would be confusingly
\n similar thereto in correction with any Licensed Product, or which would
\n have the effect of infringing upon the exclusivity of the License
\n granted to Licensee hereunder.<\/p>\n
24
\n 27<\/p>\n
7.2 Licensee hereby makes the following representations and
\nwarranties to Licensor:<\/p>\n
(a) Licensee has the full power and authority to
\n enter into this Agreement and to perform its obligations hereunder and
\n the consummation of the transactions contemplated hereunder will not
\n violate any agreement to which Licensee is a party or by which it may
\n be bound; and<\/p>\n
(b) This Agreement constitutes a valid and binding obligation
\n of Licensee, enforceable in accordance with its terms.<\/p>\n
8. Additional Covenants.<\/p>\n
8.1 Licensor covenants and agrees as follows:<\/p>\n
(a) Except as expressly provided in paragraph 2.5 of
\n this Agreement and only on the terms and conditions set forth therein,
\n Licensor will not, and will not permit any business entity owned or
\n controlled by it to, grant any person, firm, corporation or business
\n (other than Licensee) any right, license or privilege to use in the
\n Territory the Names or associated crests, symbols, logos or identifying
\n marks or any name, crest, symbol, logo or identifying mark which would
\n be confusingly similar thereto in connection with any Licensed Product,
\n or which would have the effect of infringing upon the exclusivity of
\n the License granted to Licensee hereunder;<\/p>\n
25
\n 28<\/p>\n
(b) During the term of this Agreement Licensee shall
\n have and is hereby granted the right, without cost or expense to
\n Licensor, to file or cause its Sublicensees to file for registration of
\n the Names as applied to the Licensed Products in all parts of the
\n Territory where it proposes, directly or through its Sublicensees, to
\n manufacture and\/or market and sell Royalty Products (it being
\n understood that such registrations shall be obtained in the name of
\n Licensor and, accordingly, Licensor shall have the right, title and
\n interest in any trade names or trademarks so registered subject to the
\n exclusive License of Licensee granted hereby). Licensee shall have the
\n right, to the extent permitted by law, to make application to register
\n Licensee and\/or its Sublicensees as permitted users or registered users
\n of such trade names or trademarks in all parts of the Territory and
\n Licensor hereby appoints Licensee as its attorney-in-fact to apply for
\n and register, in the name of Licensor, in any part of the Territory all
\n trade names and trademarks which make use of the Names or are
\n associated therewith as applied to Licensed Products. Licensor shall
\n have the right to approve the form of registered user agreement, which
\n approval will not be unreasonably withheld or delayed by Licensor.
\n Licensee shall provide Licensor with copies of all applications filed
\n and registrations obtained and shall include Licensor on its or its
\n trademark counsel’s trademark watch and distribution list so as to keep
\n Licensor apprised of any applications, registrations, oppositions and
\n proceedings relating to the trade names and trademarks which make use
\n of the Names or are<\/p>\n
26
\n 29<\/p>\n
associated therewith. Licensor will cooperate with Licensee in all
\n manners and respects, but at Licensee’s expense, to enable Licensee to
\n obtain the aforesaid registrations, and Licensor will execute any
\n further agreements, documents and instruments as my be necessary to
\n effect the same. Nothing herein shall (x) subject only to the
\n provisions of paragraph 2.5 of this Agreement, preclude Licensee from
\n using a Name for a Licensed Product in any part of the Territory for
\n the purposes set forth in this Agreement without registration of the
\n same, or (y) preclude Licensor from filing, at Licensor’s own cost and
\n expense, for registration any of the Names in any part of the world; if
\n any name is registered in any part of the Territory at Licensee’s
\n request Licensor will promptly execute and return to Licensee a letter
\n confirming that such registered trade name or trademark is covered by
\n this Agreement;<\/p>\n
(c) Licensor will not during the term of this
\n Agreement, or at any time thereafter, disclose to any person, firm,
\n corporation or business (other than the licensee with respect to
\n Licensed Products in the United States of America, if required in
\n connection with a program for Licensed Products there) any confidential
\n information (including, without limitation, customer lists) concerning
\n the conduct of the business and affairs of Licensee or any Affiliate of
\n Licensee which Licensor may have acquired during the course of this
\n Agreement except as may be required pursuant to law and then only upon
\n advance notice to Licensee;<\/p>\n
27
\n 30<\/p>\n
(d) Licensor shall protect, indemnify and save
\n harmless Licensee and each of Licensee’s officers, directors, employees
\n and agents against any and all liabilities, claims, damages, penalties,
\n causes of action, costs and expenses, including reasonable attorneys’
\n fees, arising out of the breach or material inaccuracy of any of the
\n representations, warranties, covenants and agreements of Licensor
\n contained in this Agreement. Licensee shall have the right in its
\n discretion, and with counsel of its own choosing, to take any action,
\n legal or otherwise, in its own name and\/or in the name of Licensor, at
\n Licensee’s discretion, to protect any trade name or trademark covered
\n by the License from infringement, counterfeiting or passing off. Prior
\n to taking any such action, Licensee shall advise Licensor of its
\n intention to commence the proposed action and thereafter, at Licensor’s
\n request, shall promptly furnish Licensor with copies of relevant
\n documents and keep Licensor advised of developments relating to the
\n action. Licensor shall cooperate with Licensee and, if requested, shall
\n join as a plaintiff in any such action with counsel designated by
\n Licensee. Any legal expenses incurred in the prosecution of such action
\n shall be borne by, and any money recoveries received as a result of
\n such action shall belong to, Licensee; provided, however, that the net
\n amount of any such recovery upon a final, non-appealable judgment,
\n after deducting the aggregate amount of all and every cost and expense
\n of such an action (including attorneys’ fees, court costs, printing<\/p>\n
28
\n 31<\/p>\n
fees, witness fees, etc.), shall be included in Licensee’s Net Sales
\n for the purpose of calculating the Royalty;<\/p>\n
(e) Licensor acknowledges 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. Licensor will not take
\n any action which would 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 Licensor’s
\n breach or default of its obligations under this paragraph 8.1(e) and
\n Licensee’s sole ready shall be to terminate this Agreement not pursuant
\n to paragraph 10.1(b) hereof;<\/p>\n
(f) If Licensor hereafter registers any new Name in
\n any part of the world, Licensor will promptly thereafter advise
\n Licensee; and<\/p>\n
(g) At the request of Licensee, Licensor will from
\n time to time, at no cost or expense to Licensee, deliver promptly to
\n Licensee (i) instruments executed by Licensor granting to Licensee the
\n exclusive license in and to each trade name or trademark (for the
\n classes of use contemplated by this Agreement) used by Licensee
\n hereunder for a Royalty Product and\/or instruments evidencing such
\n grant, which instruments shall be in form and substance satisfactory to
\n Licensee’s trademark counsel in such counsel’s reasonable judgment,
\n (ii) “short form” agreements of this Agreement (for recordings and
\n other reasonable purposes) provided that the same<\/p>\n
29
\n 32<\/p>\n
shall be in all respects consistent with the rights and obligations
\n hereunder of, respectively, Licensor and Licensee, and (iii) such other
\n and additional documents and instruments as may reasonably be requested
\n by Licensee in furtherance of and to implement the purposes and
\n provisions of this Agreement and the transactions provided for herein.<\/p>\n
8.2 Licensee covenants and agrees as follows:<\/p>\n
(a) Licensee will diligently promote the sale of the
\n Royalty Products and will use its best efforts in this regard;<\/p>\n
(b) It is understood that Licensor assumes 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, its employees and agents,
\n against any and all liabilities, claims, damages, penalties, causes of
\n action, costs and expenses, including reasonable attorneys’ fees, for
\n product liability claims of third persons arising out of the use of
\n such products by such third persons. Licensee will carry product
\n liability insurance policies in such amount as Licensee, in its sole
\n judgment and discretion deems adequate and will cause Licensor and
\n Lauren to be included as additional named insureds under such policies
\n and will provide Licensor with copies of insurance certificates
\n evidencing same;<\/p>\n
(c) Licensee will not during the term of this
\n Agreement, or at any time thereafter, disclose to any person, firm,
\n corporation, or business (other than<\/p>\n
30
\n 33<\/p>\n
Licensor’s licensee with respect to Licensed Products in the United
\n States of America) any confidential information concerning the conduct
\n of the business and affairs of Licensor which Licensee my have acquired
\n during the course of this Agreement except as may be required pursuant
\n to law and then only upon advance notice to Licensor;<\/p>\n
(d) The Royalty Products shall be of high quality and
\n workmanship. For the purposes of ascertaining Licensee’s compliance
\n with the last preceding sentence, Licensee and its Sub-licensees will
\n permit duly authorized representatives of Licensor to inspect the
\n Royalty Products and Licensee shall upon request of Licensor submit to
\n Licensor samples of all such products;<\/p>\n
(e) Licensee acknowledges 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 Licensor that in the manufacture,
\n advertising, distribution, promotion and sale of Royalty Products, the
\n high standards and reputation of the Current Names be maintained.
\n Licensee will not take any action which would be likely to injure or
\n damage the reputation for high quality which has come to be associated
\n with the Current Names. Without limiting the generality of the
\n foregoing, Licensee shall maintain the high prestige and good will of
\n the Current Names in all manufacturing, advertising, distribution,
\n promotion and sale of the Royalty Products. Licensor’s remedies for
\n breach or default by Licensee under this paragraph 8.2(e) shall be<\/p>\n
31
\n 34<\/p>\n
limited to termination of this Agreement pursuant to paragraph 10.1(a)
\n hereof and\/or injunctive relief.<\/p>\n
(f) Licensee acknowledges that, except as set forth
\n in paragraph 7.1 hereof, Licensor has not represented to Licensee that
\n Licensor, Lauren or PFI have any trademarks, trade names or other
\n rights or interests in or to the Names or that persons other than
\n Licensor, Lauren or PFI have no such trademarks, trade names or other
\n rights or interest. If Licensee uses any Name as a trademark, trade
\n name or product name for a Royalty Product without registration of the
\n same (except as may be necessary to establish its use in commerce)
\n Licensee will protect, defend, and save harmless Licensor, Lauren and
\n PFI from and against any claim of third persons for infringement,
\n counterfeit or passing off against them arising out of the use of such
\n unregistered Name provided that (x) in correction therewith neither
\n Licensor, Lauren nor PFI shall have misrepresented to Licensee their
\n rights or interests in or to such Name whether in this Agreement or in
\n any other instrument, and (y) such claim shall not arise by reason of
\n any action taken or not taken by Licensor, Lauren, or PFI in breach of
\n any obligation they may have to Licensee whether arising under this
\n Agreement or under any other instrument; and<\/p>\n
(g) Licensee shall protect, indemnify and save
\n harmless Licensor, Lauren and PFI and each of their employees and
\n agents against any and all liabilities, claims, damages, penalties,
\n causes of action, costs and expenses, including reasonable<\/p>\n
32
\n 35<\/p>\n
attorneys’ fees and disbursements, arising out of the breach or
\n material inaccuracy of any of the representations, warranties,
\n covenants and agreements of Licensee contained in this Agreement.<\/p>\n
9. Relationship of Parties.<\/p>\n
This Agreement shall not create nor be considered to create
\nthe relationship of master and servant, principal and agent, partnership or
\njoint venture between the parties hereto, and neither party shall be liable for
\nany obligation, liability, representation, negligent act or omission to act an
\nthe part of the other except as expressly set forth herein.<\/p>\n
10. Termination.<\/p>\n
10.1 This Agreement and License shall continue in full force
\nand effect until terminated in one of the following ways, but in any event shall
\nterminate upon termination of the Design Agreement being executed simultaneously
\nherewith:<\/p>\n
(a) By Licensor, in the event that (i) any royalty is
\n not paid by Licensee when due and such failure to pay is not cured
\n within ten (10) days following notice to the Licensee of such failure
\n (unless such payment is disputed by Licensee in good faith, in which
\n event the time to cure a failure to make payment shall begin after the
\n rendition of an unappealable final judgment by an arbitration panel or
\n court of competent jurisdiction), (ii) the Design Agreement being
\n executed simultaneously herewith is terminated pursuant to the
\n provisions of paragraph 8(a) thereof, (iii) in each of any two (2)
\n consecutive fiscal years of the Licensee commencing after<\/p>\n
33
\n 36
\n December 31, 1986, the aggregate sum of Licensee’s Net Sales under this
\n Agreement shall average less than [***] Dollars per year, (iv) Licensee
\n fails or refuses to maintain high standards of quality for Royalty
\n Products as provided by subparagraph 8.2(d) hereof, unless such failure
\n or refusal is cured within one hundred and twenty (120) days after
\n notice of the same has been given by Licensor (with respect to products
\n sold after the end of such period), (v) Licensee makes an assignment
\n for the benefit of creditors or is adjudged in any legal proceeding to
\n be a voluntary or involuntary bankrupt, (vi) the representations of
\n Licensee herein are not true and correct in any material respect, or
\n (vii) there shall be a substantial breach by Licensee of any other
\n material provision of this agreement which breach shall not have been
\n cured within ninety (90) days after Licensor shall have given Licensee
\n notice of the same;<\/p>\n
(b) By Licensee, in the event that (i) Licensor,
\n Lauren or PFI makes an assignment for the benefit of creditors or is
\n adjudged in any legal proceeding to be voluntarily or involuntarily
\n bankrupt, (ii) the Design Agreement being executed simultaneously
\n herewith is terminated pursuant to the provisions of paragraph 8(b)
\n thereof, (iii) the representations of Licensor herein are not true and
\n correct in any material respect, or (iv) there shall be a substantial
\n breach by Licensor of any other material provision of this Agreement,
\n which breach shall not have been<\/p>\n
34
\n 37<\/p>\n
cured within ninety (90) days after Licensee shall have given Licensor
\n notice of the same; and<\/p>\n
(c) For the purpose of subparagraphs (a) and (b) of
\n this paragraph 10.1, a breach of this Agreement shall be deemed to be
\n cured if the course of conduct or mission comprising or causing such
\n breach is timely brought to an end whether or not the effects of such
\n prior conduct or omission continue thereafter.<\/p>\n
10.2 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. The failure by either party
\nto 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.<\/p>\n
10.3 During the “Post-Termination Period” referred to in
\nparagraph 10.4 hereof, Licensee, 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 Disposal Period (i)
\nthe License and all Sub-licenses shall terminate and Licensee, its Affiliates
\nand its Sub-licensees shall be prohibited from making any further use of the
\nNames or associated crests, symbols, logos and identifying marks, and (ii) all
\nrights and interests in<\/p>\n
35
\n 38<\/p>\n
and to the Names shall belong to and be the property of Licensor, and Licensee,
\nits Affiliates and its Sub-licensees shall have no further or continuing right
\nor interest therein (subject only to the rights of Licensee under paragraph 10.4
\nhereof).<\/p>\n
10.4 Notwithstanding anything to the contrary elsewhere herein
\ncontained, Licensor will not, will not authorize or license anyone else to, and
\nwill not permit any business entity owned or controlled by it to, (i) use any
\n“Restricted Name” (as hereinafter defined) for or in connection with a Licensed
\nProduct marketed during the “Post-Termination Period” (as hereinafter defined),
\n(ii) grant any person, firm, corporation or business any right, license or
\nprivilege to use during the Post-Termination Period any Restricted Name for or
\nin connection with a Licensed Product, (iii) use any “Restricted Package Design”
\n(as hereinafter defined) for a Licensed Product marketed during the
\nPost-Termination Period, or (iv) grant any person, firm, corporation or business
\nany right, license or privilege to use any Restricted Name for or in connection
\nwith a Licensed Product unless such person, firm, corporation or business
\nagrees, for the benefit of Licensee, that it will not use a Restricted Package
\nDesign during the Post-Termination Period. For the purposes of this paragraph
\n10.4, the term (x) “Restricted Name” shall mean each and any Name and associated
\ncrest, symbol, logo or identifying mark used by Licensee as a trade name,
\ntrademark or product name for or in connection with a Royalty Product prior to
\nthe termination of this Agreement, (y) “Post-Termination Period” shall mean the
\nperiod of one hundred and eighty (180) days after date of termination of this
\nAgreement if this Agreement<\/p>\n
36
\n 39<\/p>\n
is terminated by Licensor under the provisions of subparagraph 10.1(a) hereof or
\nthe period of three hundred and sixty-five (365) days after the date of
\ntermination of this Agreement if this Agreement is terminated by Licensee under
\nthe provisions of subparagraph 10.1(b) hereof, and (z) “Restricted Package
\nDesign” shall mean the design of any cap, bottle and\/or carton used by Licensee
\nfor any Royalty Product prior to the termination of this Agreement and any
\ndesign for a cap, bottle and\/or carton which would be confusingly similar
\nthereto. For the purposes of this paragraph 10.4 a product shall be deemed to be
\nmarketed as of and on the date when a shipment is first made to a retailer or
\nother wholesale customer.<\/p>\n
10.5 Within forty-five (45) days following the date of
\ntermination of this Agreement if this Agreement is terminated by Licensor under
\nthe provisions of subparagraph 10.1(a) hereof and within one hundred and eighty
\n(180) days after the date of termination of this Agreement if this Agreement is
\nterminated by Licensee under the provisions of subparagraph 10.1(b) hereof,
\nLicensee shall furnish to Licensor a certificate of Licensee listing its
\ninventories (and those of its Affiliates and Sub-licensees) of Royalty Products
\n(which defined term for purposes of this paragraph shall include all packaging
\nwhich is used in the manufacture and marketing of Royalty Products) on hand or
\nin process wherever situated. Licensor or Licensor’s designee shall have the
\noption (but not the obligation) to purchase from Licensee and its Affiliates and
\nSub-licensees all of their (and that of its Affiliates and Sub-licensees) then
\nexisting inventory of Royalty Products upon the following terms and conditions:<\/p>\n
37
\n 40<\/p>\n
(i) Licensor shall notify Licensee of its or
\n its designee’s intention to exercise the foregoing option
\n within 30 days of delivery of the certificate referred to
\n above.<\/p>\n
(ii) The price for Royalty Products
\n manufactured by Licensee or its Affiliates or Sub-licensees on
\n hand or in process shall be the Cost of Goods (as defined in
\n paragraph 4.6(f)) for each such Royalty Product. The price for
\n all other Royalty Products which are not manufactured by
\n Licensee or its Affiliates or Sub-licensees shall be the
\n landed costs therefor. Landed costs for the purposes hereof
\n means the F.O.B. price of the Royalty Products together with
\n customs, duties, and brokerage, freight and insurance.<\/p>\n
(iii) Within fifteen (15) days of receipt of
\n the notice referred to in clause (i) above, Licensee shall
\n deliver or cause to be delivered the Royalty Products
\n purchased at a place to be designated by Licensor. Payment of
\n the purchase price for the Royalty Products so purchased by
\n Licensor or its designee shall be payable upon delivery
\n thereof, provided that Licensor shall be entitled to deduct
\n for such purchase price any amounts owed it by Licensee.
\n Notwithstanding anything else to the contrary elsewhere herein
\n contained, once Licensee shall have received the notice
\n referred to in clause (i) above, the provisions contained in
\n paragraph 10.4 hereof and in the first sentence of paragraph
\n 10.3 hereof shall no longer be applicable.<\/p>\n
38
\n 41<\/p>\n
11. Assignment; Sub-licenses.<\/p>\n
11.1 Licensor may assign its rights to royalties under this
\nAgreement, but such assignment shall not have the effect of releasing or
\ndischarging Licensor from its obligations hereunder unless Licensee shall
\nexpressly so agree in writing.<\/p>\n
11.2 Licensee my assign its rights and obligations under this
\nAgreement only (i) to a transferee of substantially all of its business or
\nassets and upon the express assumption of all of Licensee’s obligations
\nhereunder by such transferee or to a successor to Licensee’s business by way of
\nmerger, consolidation or other business combination or (ii) to an Affiliate, in
\nwhich case Licensee shall remain liable hereunder.<\/p>\n
11.3 Licensee and its Affiliates who have entered into
\nsub-license agreements hereunder shall have the right to grant sub-licenses
\nconsistent with the uses permitted by the License to sub-licensees, subject to
\nthe following terms and conditions:<\/p>\n
(a) Each sub-license shall state that the sub-license
\n is issued pursuant to this Agreement as it shall be amended from time
\n to tire, and shall incorporate and be subject to the relevant terms and
\n provisions of this Agreement, as it may be amended from time to time,
\n and shall further state that to the extent the sub-license conflicts
\n with this Agreement or the Design Agreement, the terms of this
\n Agreement or the Design Agreement, as the case may be, shall control;<\/p>\n
(b) Each sub-license shall provide that it shall
\n terminate upon the termination of this Agreement and shall give
\n Licensee the same rights of termination<\/p>\n
39
\n 42<\/p>\n
with respect to the sub-licensees which Licensor has under this
\n Agreement with respect to Licensee;<\/p>\n
(c) Each sub-license shall be consistent with the
\n provisions of the License in all other respects;<\/p>\n
(d) Each sub-license shall not release or discharge
\n Licensee from any of its obligations hereunder and Licensee shall
\n remain directly and primarily liable to Licensor under this Agreement
\n regardless of such sub-license;<\/p>\n
(e) Licensee shall furnish to Licensor an executed
\n copy of each sub-license as soon as practicable after the execution
\n thereof; and<\/p>\n
(f) Each sub-license shall expressly provide that
\n Licensor and Lauren are third party beneficiaries of the sub-license
\n and entitled to enforce the sub-license and protect any and all
\n interests they may have therein under this Agreement or under the
\n Design Agreement, as the case may be. Licensor and Lauren shall not
\n institute any action against a sub-licensee to enforce a sub-license or
\n to protect their interests without first extending to Licensee an
\n opportunity to take such actions of its own as may be appropriate under
\n the circumstances. The commencement of an action by Licensor or Lauren
\n against a sub-licensee shall not in and of itself be deemed to
\n constitute a breach by Licensee hereunder or under the Design
\n Agreement.<\/p>\n
Prior to executing a sub-license, Licensee shall advise Licensor of the identity
\nof the proposed sub-licensee which Licensee shall reasonably believe to be
\neconomically sound and<\/p>\n
40
\n 43<\/p>\n
capable of performing under the sub-licensee agreement. Prior notice will not be
\nrequired if the proposed sub-licensee is an affiliate of Licensee, or is a
\ncompany which is included in the L’Oreal Group of companies as identified on
\nSchedule C annexed hereto. Each person or entity which is authorized by or
\nthrough Licensee to manufacture (or cause to be manufactured) Licensed Products
\nor which pays a percentage royalty (or similar form of compensation) to Licensee
\nor its Affiliates based on net sales of Licensed Products shall enter a
\nsub-license pursuant to the foregoing provisions of this paragraph 11.3 and is
\nreferred to in this Agreement as a “Sub-licensee.” Licensee shall have, and is
\nhereby granted, the right and privilege to cause Licensor to grant a license,
\nconsistent with the uses permitted by the License, to any person (whether an
\nindividual, firm, joint venture, corporation or other entity, and whether or not
\naffiliated with Licensee) to whom a sub-license could be granted pursuant to the
\nprovisions of this paragraph 11.3, which license will be granted by Licensor on
\nsuch terms and conditions as Licensee may reasonably require provided the same
\nare not inconsistent with the rights and obligations hereunder of, respectively,
\nLicensor and Licensee, and provided further that Licensor approves the form of
\nsuch license which approval will not be unreasonably withheld or delayed by
\nLicensor. All references in this Agreement to Sub-licensee(s) include any such
\nperson (whether or not an Affiliate) to whom a license is granted by Licensor
\npursuant to the last preceding sentence.<\/p>\n
41
\n 44<\/p>\n
12. Arbitration, Equitable Remedies and Damages.<\/p>\n
12.1 Any controversy, claim or dispute arising out of or
\nrelating to this Agreement or breach thereof, except with respect to an
\napplication pursuant to paragraph 12.2 hereof, shall be settled by binding
\narbitration in accordance with the rules of the International Chamber of
\nCommerce, by three arbitrators selected in accordance with such rules, and
\nJudgment upon any award so rendered may be entered in any court having
\njurisdiction thereof. The arbitration shall be held in New York, New York.
\nNotice of arbitration shall be sufficient if made or given in accordance with
\nthe provisions of article 15 hereof.<\/p>\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.<\/p>\n
12.3 If the representations of Licensor contained herein are
\nnot true and correct in any material respect or if there shall be a substantial
\nbreach by Licensor of any covenant contained herein, which breach shall not have
\nbeen cured within ninety (90) days after Licensee shall have given Licensor
\nnotice of the same then, and in such event, Licensee shall have the right, in
\naddition to any and all other rights and remedies the Licensee has against
\nLicensor by reason of the same, to set off any and all damages, costs, expenses,<\/p>\n
42
\n 45<\/p>\n
losses and other injuries sustained by Licensee by reason of such
\nmisrepresentation or breach against any sums payable by Licensee to Licensor
\nunder this Agreement.<\/p>\n
13. Licensor’s Right of Approval.<\/p>\n
Licensor has been given the right of approval in this
\nAgreement with respect to various actions and classes of actions which may be
\ntaken or are proposed to be taken by Licensee during the term hereof. If
\nLicensor fails to exercise such right within thirty (30) days (by informing
\nLicensee whether Licensor grants or withholds its said approval) Licensor shall
\nbe deemed to have given its approval to Licensee with respect to the Letter as
\nto which its approval was sought.<\/p>\n
14. Further Assurances.<\/p>\n
Each of the parties hereto forthwith upon request from the
\nother shall execute and deliver such documents and take such action as may be
\nreasonably requested in order fully to carry out the intent and accomplish the
\npurposes of this Agreement.<\/p>\n
15. Notices.<\/p>\n
All notices, approvals or other communications required under
\nor contemplated by this Agreement shall be in writing and shall be deemed given
\nwhen transmitted by telex (with confirmed answerback) or delivered in person or
\nfifteen (15) days after sent, postage prepaid, by registered mail, as follows:<\/p>\n
43
\n 46<\/p>\n
(a) If to Licensor, addressed as follows:
\n The Polo\/Lauren Company
\n 40 West 55 Street
\n New York, New York 10019
\n Attention: President
\n Telex: 420747 POLOFAS<\/p>\n
with a copy to:<\/p>\n
Mark N. Kaplan, Esq.
\n Skadden, Arps, Slate, Meagher & Flom
\n 919 Third Avenue
\n New York, New York 10022
\n Telex: 645899<\/p>\n
(b) If to Licensee, addressed as follows:<\/p>\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<\/p>\n
with a copy to:<\/p>\n
John F. Flaherty, Esq.
\n Gibney Anthony & Flaherty
\n 420 Lexington Avenue
\n New York, New York 10170
\n Telex: 649388<\/p>\n
Any party to this Agreement may change the address to which notices or other
\ncommunications are to be sent to it hereunder by notice similarly given.<\/p>\n
44
\n 47<\/p>\n
16. Binding Effect.<\/p>\n
This Agreement shall be binding upon and inure to the benefit
\nof the successors and permitted assigns of the parties hereto.<\/p>\n
17. Governing Law.<\/p>\n
This Agreement shall be construed and governed in accordance
\nwith the internal laws of the State of New York without regard to choice of law
\nprovisions.<\/p>\n
18. Entire Agreement.<\/p>\n
This Agreement contains the entire agreement between the
\nparties hereto with respect to the transactions contemplated hereby and may not
\nbe changed or terminated orally. No modification or waiver of any provisions
\nhereof shall be valid unless signed by the party to be charged therewith.<\/p>\n
19. Severability.<\/p>\n
The provisions of this Agreement are severable, and if any
\nprovision shall be held invalid or unenforceable in whole or in part in any
\njurisdiction, then such invalidity or unenforceability shall affect only such
\nprovision, or part thereof, in such jurisdiction and shall not in any manner
\naffect such provision in any other jurisdiction, or any other provision in this
\nAgreement in any jurisdiction.<\/p>\n
45
\n 48<\/p>\n
20. Counterparts.<\/p>\n
This Agreement may be executed in one or more counterparts,
\neach of which shall be deemed to be an original, but all of which shall
\nconstitute one and the same instrument.<\/p>\n
IN WITNESS WHEREOF, the parties hereto have executed this
\nAgreement or caused the same to be executed by a duly authorized person as of
\nthe 1st day of January, 1985.<\/p>\n
L’OREAL S.A.<\/p>\n
By: \/s\/ Marc de Lacherriere
\n ———————————–<\/p>\n
Date: October 8, 1985
\n ———————————–<\/p>\n
THE POLO\/LAUREN COMPANY, a New
\n York Limited Partnership<\/p>\n
By: Polo Fashions, Inc.,
\n General Partner<\/p>\n
By: \/s\/ Peter Strom
\n ———————————–<\/p>\n
Date: October 8, 1985
\n ———————————–<\/p>\n
46
\n 49<\/p>\n
SCHEDULE A<\/p>\n
LICENSED PRODUCTS<\/p>\n
Fragrances and Scents<\/p>\n
Perfume
\nCologne
\nToilet Water
\nAftershave lotion<\/p>\n
Cosmetic Preparations<\/p>\n
Eyebrow coloring
\nEye Highlighter
\nEyelashes
\nEyeliner
\nEyeshadow or Contour
\nMascara
\nLipstick
\nLip gloss
\nLip undercoat
\nCheek Color – Blushers, Gels, Rouges
\nFace powder
\nMake-up foundation\/Base\/Lightner
\nFalse fingernails
\nNail polish
\nNail hardener
\nNail polish remover
\nCuticle remover\/Softener
\nNail polish undercoat\/Base coat
\nLeg and Body Make-up
\nMasks and Peelers\/Firmers
\nMassages
\nMake-up remover
\nFormulated special facial preparations
\nDepilatories
\nWrinkle, Line, Stretch mark, and Cellulite preparations
\n 50<\/p>\n
Personal Hygiene Products<\/p>\n
Mouthwash\/Breath freshener\/Throat lozenges
\nUnderarm deodorant\/Antiperspirant
\nTalcum\/Bath powder\/Spray
\nBlemishes\/Pores\/Acne preparations
\nTherapeutic preparations
\nEyedrops (non-prescription)
\nFeminine hygiene deodorant
\nDouches
\nFoot powder\/spray
\nBubble bath\/oil\/capsule
\nHand or body lotion\/oil\/cream<\/p>\n
Toiletries<\/p>\n
Soap, plain\/deodorant
\nSuntan preparations\/sun screen\/bronzing agents
\nHair shampoo
\nShave cream\/Gel\/Soap
\nPre-shave\/beard softener
\nAstringents, Fresheners, Toners
\nHand, Face and Body cleansers
\nMoisturizers\/Protectors
\nLubricants\/Night preparations
\nBody preparations
\nAppliances\/Devices Applicators
\nNail clippers and files
\nCuticle tools
\nCombs and Brushes
\nHair spray\/lacquer
\nHair color\/Dye\/Lightner
\nHair dressing
\nHair Setting\/Waving gel\/Solution
\nHome permanent
\nHair straightener\/relaxer
\nHair cream rinse\/conditioner<\/p>\n
2
\n 51<\/p>\n
Schedule B<\/p>\n
The Polo\/Lauren Company
\n1107 Fifth Avenue
\nNew York, New York 10028<\/p>\n
Mr. Ralph Lauren
\nc\/o Polo Fashions, Inc.
\n40 West 55th Street
\nNew York, New York 10019<\/p>\n
Gentlemen:<\/p>\n
Reference is made to the fragrance and cosmetics trademark
\nlicense agreement, dated January 1, 1985 (the “Foreign License Agreement”),
\nbetween The Polo\/Lauren Company (“PLC”), a New York limited partnership, and
\nL’Oreal S.A. (“L’Oreal”), a corporation organized under the laws of France.
\nL’Oreal wishes to create a French corporation under the name “Parfume Ralph
\nLauren et Cie.” (“PRL”), pursuant to which it shall conduct all operations
\nrelating to the Foreign License Agreement. You are hereby requested to
\nacknowledge below your consent to the use of the name “Ralph Lauren” as part of
\nthe foregoing corporate name of PRL, subject to the provisions hereinafter set
\nforth.<\/p>\n
1. L’Oreal agrees to promptly execute, deliver and\/or file and
\nto cause PRL to promptly execute, deliver and\/or file (i) any documents
\nnecessary to effect the change of PRL’s corporate name, so as to delete
\ntherefrom, the name “Ralph Lauren,” or any reference, direct or indirect,
\nthereto, as promptly as practicable after, but in no event later than the
\nearlier of (x) sixty (60) days after its receipt of a written communication from
\nPLC or Ralph Lauren requesting that PRL terminate its use of such name or
\nreference or (y) fifteen (15) days following the termination of the Foreign
\nLicense Agreement and (ii) any consents or similar instruments requested by PLC
\nor Ralph Lauren in connection with the use of the name “Ralph Lauren” as part of
\na corporate name or trademark by any third party or third parties. In
\nconjunction with any change of name required hereunder, L’Oreal shall cause PRL
\nto cease to use in any manner the name “Ralph Lauren” unless otherwise agreed.
\nPLC shall not unreasonably make a request pursuant to the foregoing clause (i)
\nfor PRL to terminate its use of the aforementioned name.<\/p>\n
2. L’Oreal agrees that for so long as the name “Ralph Lauren”
\ncomprises a part of PRL’s corporate name, PRL shall not engage or be involved,
\ndirectly or indirectly,
\n 52<\/p>\n
in any business other than the sale of products manufactured by or under license
\nfrom PLC, such business to be conducted only in accordance with the Foreign
\nLicense Agreement.<\/p>\n
3. L’Oreal recognizes that the name “Ralph Lauren” is
\nassociated with, and forms a part of, numerous registered trademarks and service
\nmarks presently being used in connection with, among other things, various
\narticles of wearing apparel and free standing stores (the “Marks”). L’Oreal
\nfurther acknowledges that the Marks have acquired valuable secondary meanings
\nand goodwill with the public and that products and stores bearing the Marks have
\nacquired a reputation of high quality and style. To the extent any rights in and
\nto any of the Marks are deemed to accrue to L’Oreal or PRL by virtue of the
\nadoption of the name “Ralph Lauren” by PRL as part of its corporate name, this
\nletter agreement or otherwise, L’Oreal shall cause any and all such rights, at
\nsuch time as they may be deemed to accrue, to be assigned to PLC. L’Oreal and
\nPRL will execute any instruments requested by PLC which PLC deems necessary,
\nproper or appropriate to accomplish or confirm the foregoing. Any such
\nassignment, transfer or conveyance shall be without consideration other than the
\nmutual agreements contained herein.<\/p>\n
4. L’Oreal agrees to cause PRL, upon PRL’s formation, to
\nexecute an agreement by which PRL will agree to be bound by the terms of this
\nletter agreement.<\/p>\n
Without in any manner limiting any of the rights granted to
\nL’Oreal pursuant to the Foreign License Agreement, L’Oreal hereby acknowledges
\nand agrees that, except as specifically provided herein, nothing contained in
\nthis letter agreement shall be construed to grant L’Oreal or PM the right or
\nauthority to (i) use any of the Marks for any purpose whatsoever or (ii) use the
\nname “Ralph Lauren”.<\/p>\n
Very truly yours,<\/p>\n
L’OREAL S.A.<\/p>\n
By:
\n ———————-<\/p>\n
B-2
\n 53<\/p>\n
AGREED AND CONSENTED TO:<\/p>\n
THE POLO\/LAUREN COMPANY
\nBy: Polo Fashions, Inc.,
\n General Partner<\/p>\n
By:
\n ———————————<\/p>\n
————————————-
\nRalph Lauren<\/p>\n
B-3
\n 54<\/p>\n
Schedule C<\/p>\n
\n\nList 1 List 2
\n—— ——
\nCountries in which the L’OREAL Group Countries in which L’OREAL operates
\noperates through affiliated companies. through agents under marketing control.<\/p>\n
\nARGENTINA CANADA
\nAUSTRIA SWITZERLAND
\nAUSTRALIA
\nBELGIUM
\nBRAZIL
\nCHILE
\nDENMARK
\nFINLAND
\nFRANCE
\nGERMANY (West)
\nGREECE
\nHOLLAND
\nHONG KONG
\nITALY
\nJAPAN
\nLUXEMBURG
\nMEXICO
\nNEW ZEALAND
\nPORTUGAL
\nSOUTH AFRICA
\nSPAIN
\nSWEDEN
\nUNITED KINGDOM
\nURUGUAY
\nVENEZUELA
\n<\/c><\/s><\/caption>\n<\/table>\n 55<\/p>\n
L’OREAL S.A.
\n Centre Eugene Schueller
\n 41, Rue Martre
\n 92117 Clichy Cedex
\n France<\/p>\n
As of January 1, 1985<\/p>\n
Mr. Ralph Lauren
\n1107 Fifth Avenue
\nNew York, New York 10028<\/p>\n
and<\/p>\n
Polo Fashions, Inc.
\n40 West 55th Street
\nNew York, New York 10019<\/p>\n
Gentlemen:<\/p>\n
Reference is made (i) to a restated foreign license agreement
\n(the “License Agreement”) dated January 1, 1985 between L’Oreal S.A., a
\ncorporation organized under the laws of France (the “Licensee”), and The
\nPolo\/Lauren Company, a New York limited partnership (the “Licensor”), which
\nLicense Agreement is being executed simultaneously herewith and (ii) a foreign
\ndesign and consulting agreement (the “Design Agreement”) dated as of January 1,
\n1985 between Ralph Lauren (“Lauren”) individually and doing business under the
\nname Ralph 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.<\/p>\n
In order to induce the Licensee to enter into the Agreements
\nand to perform the obligations imposed on the Licensee thereunder, the Licensor
\nhas requested 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.<\/p>\n
56<\/p>\n
NOW, THEREFORE, the parties hereto agree as follows:<\/p>\n
1. Lauren and PFI, jointly and severally, hereby make the
\nfollowing representations and warranties to Licensee, which are confirmatory of
\nthe rights received by the Licensor under various agreements (the “Transfer
\nAgreements”) among the Licensor, Ricky Lauren and Mark N. Kaplan as trustees
\nunder an Agreement dated September 21, 1976 (the “Trustees”), Lauren and PFI
\neach of which shall be deemed to be independently material and relied upon by
\nthe Licensee, regardless of any investigation made or information obtained by
\nthe Licensee:<\/p>\n
(a) As of November 12, 1976, PFI was the registered
\n owner of, and Lauren had consented to the use of his name in connection
\n with the registration of, the trademarks (i) “Polo (with design) by
\n Ralph Lauren”, United States Patent Office Registration No. 978,166
\n covering certain products in U.S. Class 39, (ii) “Ralph Lauren” (and
\n Polo Player Design), United States Patent Office Registration No.
\n 984,005 covering certain products in U.S. Class 39, (iii) “Chaps by
\n Ralph Lauren”, United States Patent Office Registration No. 1,016,955
\n covering certain products in U.S. Class 39 and (iv) “Polo by Ralph
\n Lauren” covering certain products in U.S. Class 26. PFI and Lauren, by
\n written instrument duly executed by them in favor of Licensor, have
\n given their consent and agreement to interpose no objection to the
\n registration, use and licensing of the foregoing trademarks, the Names
\n and all other names and marks which either or both (or any business
\n entity which is now or hereafter owed or controlled, directly or
\n indirectly, by either or both of them), may hereafter develop or own
\n (except such other names and marks as are not used in connection with
\n any fashion related product) in connection with the manufacture and\/or
\n distribution and sale of Licensed Products, as contemplated by the
\n License Agreements;<\/p>\n
(b) Licensor has the full right, power and authority
\n to execute and deliver, and perform the terms of, the License Agreement
\n and the consummation of the transactions contemplated by the License
\n Agreement will not violate any agreement to which Licensor, Lauren or
\n PFI is a party or by which they, it or he may be bound;<\/p>\n
(c) Without limiting the generality of the last
\n preceding subparagraph, Licensor has the full right to grant the
\n License and neither Licensor, Lauren nor PFI is a party to or bound by
\n any agreement in conflict with the License Agreement or with any
\n provision thereof. Except as may be provided in the Agreements, neither
\n Licensor, Lauren nor PFI has granted to any other person, firm,
\n corporation or business any right, license or privilege to use the
\n Names or associated<\/p>\n
2
\n 57<\/p>\n
crests, symbols, logos or identifying marks, or any crest, symbol, logo
\n or identifying marks which would be confusingly similar thereto in
\n connection with any Licensed Product, or which would have the effect of
\n infringing upon the exclusivity of the License granted to Licensee
\n under the License Agreement;<\/p>\n
2. In further confirmation of their prior transfer of rights
\nto Licensor, Lauren and PFI, jointly and severally, covenant and agree with
\nLicensee as follows:<\/p>\n
(a) Lauren and PFI will not, and will not permit any
\n business entity owned or controlled by them to, grant any person, firm,
\n corporation or business (other than Licensee) any right, license or
\n privilege to use in the Territory the Names or associated crests,
\n symbols, logos or identifying marks or any name, crest, symbol, logo or
\n identifying mark which would be confusingly similar thereto in
\n connection with any Licensed Product, or which would have the effect of
\n infringing upon the exclusivity of the License granted to Licensee
\n under the License Agreement;<\/p>\n
(b) Lauren and PFI hereby confirm Foreign Licensor’s
\n authority to appoint Licensee as its attorney-in-fact to apply for and
\n register, in accordance with the provisions of the Agreements, in the
\n name of Licensor, in any part of the Territory all trade names and
\n trademarks which make use of the Names or are associated therewith as
\n applied to Licensed Product. Lauren and FFI will cooperate with
\n Licensee in all manners and respects, but at Licensee’s expense, to
\n enable Licensee to obtain the aforesaid registrations, and Lauren and
\n PFI will execute any further agreements, documents and instruments as
\n may be necessary to effect the same;<\/p>\n
(c) Lauren and PFI will not at any time disclose to
\n any person, firm, corporation or business (other than to the licensee
\n with respect to Licensed Products in the United States of America, if
\n required in connection with a program for the Licensed Products there)
\n any confidential information (including, without limitation, customer
\n lists) concerning the conduct of the business and affairs of Licensee
\n or of any subsidiary or affiliate of Licensee which they may acquire
\n except as may be required pursuant to law and then only upon advance
\n notice to Licensee;<\/p>\n
(d) Lauren and PFI shall protect, indemnify and save
\n harmless Licensee and each of Licensee’s officers, directors, employees
\n and agents against any and all liabilities, claims, damages, penalties,
\n causes of action, costs and expenses, including reasonable attorneys’
\n fees, arising out of the breach or material inaccuracy of any of the
\n representations, warranties, covenants and agreements of (x) Licensor
\n contained in the License Agreement or (y) Lauren or PFI, contained in
\n this letter.<\/p>\n
3
\n 58<\/p>\n
Licensee shall have the right in its discretion, and with counsel of
\n its own choosing, to take any action, legal or otherwise, in its own
\n name and\/or in the name of Lauren or PFI, at Licensee’s discretion, to
\n protect any trade name or trademark covered by the License from
\n infringement, counterfeiting or passing off. prior to taking any such
\n action, Licensee shall advise Licensor of its intention to commence the
\n proposed action and thereafter, at Lauren or PFI’s request, shall
\n promptly furnish Lauren and\/or PFI with copies of relevant documents
\n and Lauren and PFI advised of developments relating to the action.
\n Lauren and PFI shall cooperate with Licensee, and if requested, shall
\n join in as a plaintiff in any such action with counsel designated by
\n Licensee. Any legal expenses incurred in the prosecution of such action
\n shall be borne by, and any money recoveries received in such action,
\n shall belong to, Licensee (subject only to the rights, if any, of
\n Licensor to a royalty on any such recovery as expressly provided in the
\n License Agreement);<\/p>\n
(e) Lauren and PFI acknowledge that the Current Names
\n have established prestige and good will in the field of fashion apparel
\n and that it is of major importance to Licensee that the high standards
\n and reputation of the Current Names be maintained. Neither Lauren nor
\n PFI will take action which will be likely to injure or damage the
\n reputation for high quality which has come to be associated with the
\n Current Names. Licensee shall not be entitled to damages by reason of
\n Lauren’s or PFI’s breach or default of their obligations under this
\n subparagraph (e) and Licensee’s sole remedy under the Agreements shall
\n be to terminate the Agreements pursuant to the provisions thereof.<\/p>\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
\n any entity owned or controlled by them now has or may hereafter acquire
\n any right or interest in or to any of the Names and if such right or
\n interest is required to or should properly be owned by Licensor under
\n the License Agreement or to otherwise fully perform Licensor’s
\n obligations thereunder, then, and in such event, the following
\n provisions shall apply:<\/p>\n
(i) Lauren and PFI shall promptly transfer
\n and assign such right and interest to Licensor, without cost
\n or expense to Licensee, and (ii) for the purpose of the
\n License Agreement and Licensee’s rights thereunder, such
\n rights and interests shall be deemed to be the property of
\n Licensor (whether or not they are actually assigned or
\n transferred to Licensor as provided in clause (i) above);<\/p>\n
4
\n 59<\/p>\n
(g) If Lauren or PFI hereafter register any new Name
\n in any part of the world, they will promptly thereafter advise Licensee
\n of the same;<\/p>\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
\n clothing or any other line of fashion related products owned,
\n manufactured or distributed by such Unaffiliated Third Person, unless
\n such Unaffiliated Third Person agrees, for the benefit of Licensee,
\n that neither Ralph Lauren’s name or the name of Ralph Lauren as part of
\n a trade name or trademark used for or in connection with such line of
\n clothing or other line of fashion related products will be used in the
\n Territory by such Unaffiliated Third Person (or by any person licensed
\n or authorized by him) for a line of Licensed Products or in connection
\n with the sale, distribution or promotion thereof. The term
\n “Unaffiliated Third Person” shall mean every person and business entity
\n except Licensor, the Trustees, Lauren, PFI and each business entity
\n owned or controlled directly or indirectly, by them; and<\/p>\n
(i) In further confirmation of their prior transfer
\n of rights to Licensor, (i) Lauren and PFI do hereby join in each of the
\n covenants and agreements of Licensor contained in the License Agreement
\n (including, without limitation, the covenants and agreements of the
\n Licensor set forth in paragraphs 2.2, 8.1, 10.4 and 14 of the License
\n Agreement) and (ii) Lauren and PFI expressly consent to all of the
\n other terms and conditions of the License Agreement and will deliver
\n such documents and take such action as may be reasonably requested in
\n order to enable Licensor to fully carry out the intent and accomplish
\n the License Agreement.<\/p>\n
3. Licensee acknowledges that, except as set forth in
\nparagraph 1 hereof, Lauren and PFI have not represented to Licensee that
\nLicensor, Lauren or PFI have any trademarks, trade names or other rights or
\ninterests in or to the Names or that persons other than Licensor, Lauren or PFI
\nhave no such trademarks, trade names or other rights or interests. If Licensee
\nuses any Name as a trademark, trade name or product name for a Royalty Product
\nwithout registration of the same (except as may be necessary to establish its
\nuse in commerce) Licensee will protect, defend and save harmless Lauren and PFI
\nfrom and 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.<\/p>\n
5
\n 60<\/p>\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.<\/p>\n
If the representations of Lauren herein contained are not true
\nand correct 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.<\/p>\n
5. In all instances where Lauren has a right of approval
\nherein, such right may be exercised personally by Lauren or by the Ralph Lauren
\nDesign Studio. 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.<\/p>\n
6. Licensee covenants and agrees with Lauren and PFI, as
\nfollows:<\/p>\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<\/p>\n
(b) It is understood that Licensor, Lauren and PFI
\n assume no liability to Licensee or third parties with respect to the
\n performance characteristics of the Royalty Products, and Licensee will
\n protect, defend, indemnify and save harmless, Licensor, Lauren and PFI,
\n their officers, employees and agents, against any and all liabilities,
\n claims, damages, penalties, causes of action, costs and expenses,
\n including reasonable attorneys’ fees and disbursements, for product
\n liability or breach of warranty claims of third persons arising out of
\n the use of such Products by such third persons.<\/p>\n
6
\n 61<\/p>\n
7. All notices, approvals or other communications required
\nunder or contemplated by this Letter shall be in writing and (x) if given to
\nLicensee, Licensor or Lauren shall be delivered in the manner provided in the
\nAgreements, and (y) if given to PFI shall be transmitted by telex (with
\nconfirmed answerback) or delivered in person or sent, postage paid, by
\nregistered or certified mail, return receipt requested. as follows:<\/p>\n
Polo Fashions, Inc.
\n 40 West 55th Street
\n New York, New York 10019
\n Attention: President
\n Telex: 420747 POLOFAS<\/p>\n
with a copy to:<\/p>\n
Mark N. Kaplan, Esq.
\n Skadden, Arps, Slate, Meagher & Flom
\n 919 Third Avenue
\n New York, New York 10022
\n Telex: 645899<\/p>\n
8. All terms used in this Letter Agreement shall be defined
\nfor the purposes hereof as provided in the Agreements unless otherwise expressly
\ndefined herein.<\/p>\n
9. This Letter Agreement supersedes a prior letter agreement
\nmade and dated November 22, 1976 (executed an June 30, 1978) among Cosmair, Inc.
\n(as successor 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.<\/p>\n
Very truly yours,<\/p>\n
L’OREAL S.A.<\/p>\n
By: \/s\/ Marc de Lacherriere
\n ——————————<\/p>\n
7
\n 62<\/p>\n
READ AND AGREED TO:<\/p>\n
\/s\/ Ralph Lauren
\n—————————–
\nRalph Lauren<\/p>\n
POLO FASHIONS, INC.<\/p>\n
By: \/s\/ Peter Strom
\n ————————-<\/p>\n
8
\n 63<\/p>\n
SUPPLEMENTARY AGREEMENT
\n TO THE RESTATED FOREIGN LICENSE AGREEMENT
\n DATED AS OF JANUARY 1, 1985<\/p>\n
AGREEMENT, dated as of October 1, 1991, supplementing the
\nRestated Foreign License Agreement (the “License Agreement”) dated as of January
\n1, 1985 by and between L’OREAL SA (“Licensee”) and The POLO\/LAUREN COMPANY
\n(“Licensor”). All terms used but not defined herein shall have the respective
\nmeanings ascribed to them in the License Agreement.<\/p>\n
Licensee desires Licensor to obtain DOS MUNECOS’ consent,
\npursuant to paragraph 2.5 (c) of the License Agreement, to Licensee’s
\nmanufacturing, promoting, marketing and selling Licensed Products in Argentina.<\/p>\n
Licensor desires Licensee to supply Licensor’s store licensees
\nin Argentina with Licensed Products.<\/p>\n
NOW, THEREFORE, the parties hereto hereby agree as follows:<\/p>\n
1\/ Licensor hereby gives Licensee notice that DOS
\n MUNECOS has consented to Licensee’s manufacturing,
\n promoting, marketing and selling Licensed Products in
\n Argentina and therefore to Licensee’s using any Name
\n or any associated crests, symbols, logos or
\n identifying marks in Argentina and, if need be,
\n having itself recognized by the relevant Argentinian
\n authorities as the Registered (or official) user of
\n same for so long as, and on the condition that,
\n Licensee supplies the retail stores listed on
\n Schedule A hereto, and such other retail stores as
\n may hereafter be opened and operated in South America
\n under authority and control of Licensor and will not
\n materially adversely affect Licensee’s distribution
\n plans or interests for Licensed Products in South
\n America (collectively, “Store Licensees”) with
\n Licensed Products at a price equal to the price at
\n which Licensee sells such Licensed Products to other
\n retailers not affiliated with Licensee.<\/p>\n
64<\/p>\n
2\/ All sales by Licensee to Store Licensees hereunder
\n shall be on the same terms and conditions as those
\n set forth in the License Agreement and the Foreign
\n Design and Consulting Agreement dated as of January
\n 1, 1985 between Ralph LAUREN and Licensee, with no
\n other or extra payment whatsoever from Licensee to
\n either Licensor, Ralph LAUREN or DOS MUNECOS (other
\n than such payments as are required under such
\n Agreements).<\/p>\n
3\/ Licensee’s agreement to supply Store Licensees as set
\n forth herein is subject to DOS MUNECOS causing each
\n proposed Store Licensee to execute an agreement in
\n the form annexed hereto as Schedule B and to strictly
\n comply with its terms and conditions. Licensor shall
\n also have DOS MUNECOS instruct the Store Licensees to
\n collaborate with Licensee in order to harmonize the
\n Licensed Products’ marketing, merchandising and
\n retail price policies, to the possible and lawful
\n extent in each country. In addition, if a Store
\n Licensee should materially adversely affect
\n Licensee’s distribution plans or interests for
\n Licensed Products in South America, then Licensee and
\n Licensor shall endeavor to take such steps as may be
\n reasonable or necessary to settle the problem.<\/p>\n
4\/ To the extent any distribution of Licensed Products
\n by any Store Licensee as contemplated herein may be
\n inconsistent with the regulations of the country in
\n which such Store Licensee is located, Licensee and
\n Licensor, with DOS MUNECOS’ cooperation, shall
\n conform such distribution to such regulations.<\/p>\n
5\/ Licensee acknowledges that DOS MUNECOS’ permission
\n may, if Licensee fails to supply Licensed Products to
\n Store Licensees in the manner set forth herein for
\n another cause than set forth in Point 3 above, be
\n revoked, whereupon all rights of Licensee to
\n manufacture,<\/p>\n
2
\n 65<\/p>\n
promote, market and sell Licensed Products in
\n Argentina shall terminate within the 90 days
\n following the receipt by Licensee of the
\n corresponding written notice of revocation.<\/p>\n
3
\n 66<\/p>\n
IN WITNESS WHEREOF, the parties have caused this Agreement to
\nbe signed as of the date first above written.<\/p>\n
L’OREAL S.A. THE POLO\/LAUREN COMPANY
\n BY : POLO RALPH LAUREN
\n CORPORATION<\/p>\n
By: \/s\/ P. Castres Saint Martin By: \/s\/ Cheryl L. Sterling
\n ——————————— ————————-
\n P. CASTRES SAINT MARTIN
\n Vice-President, Directeur General
\n de l’Administration et des Finances<\/p>\n
4
\n 67<\/p>\n
SCHEDULE A<\/p>\n
\n\nName and Address of Store Owner<\/p>\n
\nPolo\/Ralph Lauren Ariel and Marta Feldsztejn
\nCallao 1200 Esq. Arenales
\nBuenos Aires, Argentina<\/p>\nPolo\/Ralph Lauren Polo Ralph Lauren Sudamericana
\nUnicenter Shopping
\nParana 3745
\nMartinez-Buenos Aires, Argentina<\/p>\n
Polo\/Ralph Lauren Jose Carlos Kalil
\nRua Oscar Freire 789
\n01456-Sao Paulo-SP, Brazil<\/p>\n
Polo\/Ralph Lauren Jose Carlos Kalil
\nShopping Center Iguatemi
\nAvenida Brigadiero Faria Lima
\n1191-Loja X53
\nCEP. – 01451
\nSao Paulo, Brazil<\/p>\n
Polo\/Ralph Lauren Cecilia T. D’Orey Veiga
\nRua Visconde de Piraja # 401
\nIpanema
\nCEP – 22410, Brazil<\/p>\n
Polo\/Ralph Lauren Jose Carlos Kalil
\nPark Shopping Loja 112
\nBrasilia, CEP 70000, Brazil<\/p>\n
Polo\/Ralph Lauren Americo E Tanta Buaiz
\nRua Aleixo Neto
\n773-Praia Do Canto
\n29055-Vitoria-ES, Brazil<\/p>\n
Polo\/Ralph Lauren Carlos Alberto Cartoni
\nEl Bosque Morte 0275
\nLas Condes, Santiago, Chile
\n<\/c><\/s><\/caption>\n<\/table>\n
68<\/p>\n
\n
\nPolo\/Ralph Lauren Juan Alberto Etcheverrito
\nCalle 18, Esq. 29
\nPunta del Este, Uruguay
\n<\/c><\/s><\/table>\n 2
\n 69<\/p>\n
SCHEDULE B<\/p>\n
(ENGLISH TRANSLATION)<\/p>\n
AGREEMENT L’OREAL’S SUBSIDIARIES \/ POLO SHOPS<\/p>\n
Gentlemen,<\/p>\n
We have accepted to allow you to sell the fragrances known and marketed under
\nthe “POLO-RALPH LAUREN” trademarks in your shop located at :……….<\/p>\n
In this way your shop is able to offer, within the very peculiar surroundings of
\nthe trademarks, all the items which contribute to the trademarks’ value and
\nwhich illustrate, for the consumer, the RALPH LAUREN style.<\/p>\n
We have drawn your attention to the fact that because of their nature, these
\nhigh class fragrances are destined to a selective distribution and that they are
\nusually marketed only through specialized retailers which enter into special
\nagency agreements with our company. Accordingly the presence of these fragrances
\nin your shop is exceptional and is justified by our willing of enhancing the
\ntrademarks’ value by gathering together different classes of items marketed
\nunder the trademarks in the very few privileged sales points which use the names
\n“POLO\/RALPH LAUREN”.<\/p>\n
The fragrances are sold to your shop in the aforesaid framework only and with a
\nview to satisfying a normal demand from the consumers.<\/p>\n
Therefore you may not, under any circumstances, make any sale of the fragrances
\nwhich would not be intended for individuals, for their personal use. The purpose
\nof this provision is to warn you against possible attempts from third parties
\n“to pick up” the fragrances and resell them outside from the authorized agents
\nnetwork.<\/p>\n
We remain at your disposal for any further information.<\/p>\n
Please confirm your agreement to the foregoing by returning to us a copy of this
\nletter duly approved and signed by you.<\/p>\n
70<\/p>\n
Yours faithfully,<\/p>\n
Made in two original copies
\nIn……………………
\nOn …………………<\/p>\n
2
\n 71<\/p>\n
SCHEDULE B<\/p>\n
CONTRAT ENTRE LES FILIALES DE L’OREAL ET LES BOUTIQUES POLO<\/p>\n
Monsieur,<\/p>\n
Nous avons accepte de vous permettre la vente des Parfums “POLO-RALPH LAUREN”
\ndans votre boutique :
\n ……………………………………
\n ……………………………………
\n ……………………………………<\/p>\n
Cette boutique offre ainsi dans l’ambiance propre a la marque, une presentation
\nde 1’ensemble des produits qui participent a sa valeur et situe, pour le
\nconsommateur le Style RALPH LAUREN.<\/p>\n
Nous avons attire votre attention sur le fait que les produits de Parfumerie
\nPOLO\/RALPH LAUREN appartiennent par vocation a une distribution selective et
\nqu’ils ne sont commercialises que par l’intermediaire de parfumeurs ayant signe
\nun contrat de distributeur agree. La presence de ces produits dans votre magasin
\nrevet un caractere tres exceptionnel justifie par le souci d’une valorisation de
\nla marque par la reunion dans quelques points de vente privilegies a son
\nenseigne, des differents produits qui la portent.<\/p>\n
Les produits de parfumerie susvises ne vous sont vendus que dans ce contexte et
\npour repondre a une demande de votre clientele.<\/p>\n
Il est bien convenu que vous vous interdisez en particulier toute vente qui ne
\nserait pas destinee a un consommateur pour son usage personnel ou celui de ses
\nproches. Nous entendons par cette clause vous mettre en garde contre
\nd’eventuelles tentatives dites “de ramassage” par lesquelles nos produits
\nrisqueraient de se trouver en vente en dehors du reseau de distributeurs agrees,
\nce que nous sommes tres attentifs a controler.<\/p>\n
Nous sommes bien evidemment a votre disposition pour tout renseignement a cet
\negard.<\/p>\n
Nous vous prions de bien vouloir marquer votre accord en nous retournant un des
\ndeux exemplaires de la presente sur lequel vous aurez fait preceder votre
\nsignature au bas de celle-ci de la mention “lu et approuve”.<\/p>\n
Nous vous prions d’agreer, Monsieur, 1’expression de nos sentiments distingues.<\/p>\n
Fait en deux exemplaires, a………
\n le ……………………………<\/p>\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":[9613,9616],"class_list":["post-42313","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__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42313","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=42313"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42313"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42313"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42313"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}