{"id":42470,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/license-agreement-ralph-lauren-home-collection-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"license-agreement-ralph-lauren-home-collection-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/license-agreement-ralph-lauren-home-collection-inc-and.html","title":{"rendered":"License Agreement &#8211; Ralph Lauren Home Collection Inc. and WestPoint Stevens Inc."},"content":{"rendered":"<pre>\n         THIS AGREEMENT made as of January 1, 1998 between RALPH LAUREN HOME\nCOLLECTION, INC., with offices at 103 Foulk Road, Wilmington, Delaware, 19899\n('RLHC'), and WESTPOINT STEVENS, INC., with a principal place of business at\n1185 Avenue of the Americas, New York, New York 10036 ('Company').\n\n                                                 WITNESSETH:\n\n         WHEREAS, RLHC is a subsidiary of PRL USA Holdings, Inc., a Delaware\ncorporation ('Polo'); and\n\n         WHEREAS, Polo owns, and RLHC is the exclusive licensee of the rights to\nuse, the 'Licensed Marks', hereinafter defined, in connection with the\nmanufacture and sale in the United States of certain items of home furnishings,\nincluding the 'Licensed Products', hereinafter defined; and\n\n         WHEREAS, Company desires to obtain, and RLHC is willing to grant, an\nexclusive sublicense, to use the Licensed Marks in connection with the\nmanufacture and sale of Licensed Products in the United States;\n\n         NOW, THEREFORE, in consideration of the premises and of the mutual\ncovenants and undertakings hereinafter set forth, the parties hereto agree as\nfollows:\n\n         1.  Definitions.  As used in this Agreement, the term:\n\n         1.1.  'Licensed Products' shall mean those items listed on Schedule A\nattached hereto, all bearing the Licensed Marks, hereinafter defined.\n\n         1.2. 'Licensed Marks' shall only the trademarks 'Ralph Lauren Home\nCollection', 'Ralph Lauren', 'Ralph (Polo Player Design) Lauren', and the\nrepresentation of the Polo Player Design, and unless the context indicates\notherwise, all of such trademarks, and only such other trademarks as RLHC may,\nfrom time to time at its sole discretion, specifically authorize for use by\nCompany. Polo shall have the sole right to determine which trademark shall be\nused in connection with each particular Licensed Product. From time to time RLHC\nmay authorize Company to manufacture and distribute products bearing the\nLicensed Marks not expressly listed in Schedule A hereto. Absent an agreement\nwith respect to such products signed by RLHC and Company, all such products\nshall be deemed Licensed Products for all purposes hereunder; provided, however,\nthat Company's rights with respect to such products (i) shall be non-exclusive\nand (ii) may be terminated by Company upon 90 days written notice.\n\n         1.3. 'Territory' shall mean the United States of America, Canada and\nMexico; provided, however, that (i) Company may sell Licensed Products in Mexico\nsolely through RLHC's exclusive distributor in Mexico or as otherwise\nspecifically authorized\n\n\n\n                                        \n\n\n\n\nin advance by RLHC and (ii) Company shall have no right to sell any Licensed\nProducts directly, and RLHC shall be free to sell or authorize the sale of\nLicensed Products, to hotels, motels and other lodging facilities for use in\nsuch facilities (but not for retail sale at such facilities). From time to time\nRLHC may authorize Company to sell certain Licensed Products to specific\npurchasers outside the Territory. Absent an agreement with respect to such sales\nsigned by RLHC and Company, all such sales shall be made on all of the terms and\nconditions set forth in this Agreement; provided, however, that Company's right\nto make such sales shall be non-exclusive and may be terminated by RLHC\nimmediately upon written notice to Company. Any such termination shall not apply\nto orders already taken by Company in accordance with RLHC's prior\nauthorization.\n\n         2.  Grant of License.\n\n         2.1. Subject to the terms and provisions hereof, RLHC hereby grants\nCompany, and Company hereby accepts, the exclusive, non-assignable right to use\nthe Licensed Marks for the term of this Agreement, in connection with the\nmanufacture and sale to the trade of Licensed Products in the Territory.\n\n         2.2. The sublicense granted herein applies solely to the use of the\nLicensed Marks in connection with the manufacture and sale to the trade of the\nLicensed Products. No use of any other trademark of RLHC, Polo or of any of\ntheir affiliates, and no use of the Licensed Marks in connection with the\nmanufacture and sale of any other products, shall be authorized or permitted\npursuant to this sublicense.\n\n         2.3. RLHC reserves all rights granted to it under its agreements with\nPolo which are not expressly and exclusively granted to Company hereunder, and\nRLHC may grant sublicenses to others in the Territory in connection with the\nitems of home furnishings designated in such agreements, except for the Licensed\nProducts specifically licensed hereunder.\n\n         2.4. It is understood and agreed that all right, title and interest in\nand to the Licensed Marks are reserved by Polo for its own use or for the use of\nany other licensee, whether within or outside the Territory, in connection with\nany and all products and services other than the rights granted to Company\nherein. Without limiting the generality of the foregoing, Company understands\nand agrees that RLHC or Polo may manufacture or authorize third parties to\nmanufacture, in the Territory, Licensed Products for ultimate sale outside the\nTerritory.\n\n         2.5. Company shall not without RLHC's prior written approval sell any\nLicensed Products bearing the Mark to any third party which, directly or\nindirectly, sells or proposes to sell such Licensed Products outside the\nTerritory. Company shall use its best efforts to prevent any such resale outside\nthe Territory and shall,\n\n\n\n                                        2\n\n\n\n\n\nimmediately upon learning or receiving notice from RLHC that a customer is\nselling Licensed Products outside the Territory, cease all sales and deliveries\nto such customer.\n\n         2.6. RLHC shall not, without Company's consent, grant to others the\nright and license to use a trademark which bears the words 'Polo' or 'Ralph\nLauren' in connection with the Licensed Products within the Territory. To the\nextent that it is legally possible to do so, no license is granted hereunder for\nthe manufacture, sale or distribution of Licensed Products to be used for\npublicity purposes, other than publicity of Licensed Products, in combination\nsales, as premiums or giveaways or to be disposed of under or in connection with\nsimilar methods of merchandising, such rights being specifically reserved for\nRLHC.\n\n         2.7. Company shall not purport to grant any right, permission or\nsublicense hereunder to any third party, whether at common law or otherwise. In\nthe event of any attempted assignment or sublicense by Company without RLHC's\nprior written consent, RLHC may at its option immediately terminate such\nsublicense and this Agreement by written notice to Company to such effect; any\nsuch attempted assignment or sublicense shall otherwise be null, void and of no\nforce or effect.\n\n         2.8. Company shall not use, or permit another person or entity in its\ncontrol to use, the words 'Polo' or 'Ralph Lauren' as part of a corporate name\nor trade name and Company shall not otherwise permit use of the Licensed Marks\nin such a way so as to give the impression that the names 'Polo' or 'Ralph\nLauren', or the Licensed Marks, or any modification thereof, is the property of\nCompany.\n\n         2.9. Company shall not have the right to use Company's name on the\nLicensed Products, except with the prior approval by RLHC of the use and\nplacement of Company's name. Company shall, at the option of RLHC, include on\nits business materials and\/or the Licensed Products an indication of the\nrelationship of the parties hereto in a form approved by RLHC.\n\n         2.10. Notwithstanding anything to the contrary herein contained, RLHC\nhereby reserves the right from time to time to authorize others to manufacture\nand sell Licensed Products as part of a combination sale, or premium or giveaway\nwith certain products other than Licensed Products bearing the Ralph Lauren\nname.\n\n         2.11. Company shall not without RLHC's prior written approval, directly\nor indirectly, manufacture, distribute, sell or advertise, during the term of\nthis Agreement, any items which bear or are associated with any of the following\ntrademarks: [ * * * ], or any other fashion apparel or home furnishings designer\nwhose products are sold primarily through department store distribution. In the\nevent that during the term hereof Company shall desire, directly or indirectly,\nto manufacture, distribute, sell\n\n\n\n                                        3\n\n\n\n\n\nor advertise any items which bear the name or are associated with the name of\nany fashion apparel or home furnishings designer other than those specifically\nnamed above in markets outside of department store distribution, Company shall\nnotify RLHC in writing of the identity of the designer and the nature of the\nproposed transaction not less than sixty (60) days prior to concluding an\nagreement with respect to such transaction, and during such period shall discuss\nwith RLHC in good faith any reasonable concerns RLHC may have with respect\nthereto. The provisions of this paragraph 2.11 shall not be deemed to prohibit\nCompany from acquiring or merging with any other entity, or engaging in any\nother transaction, which results in Company directly or indirectly acquiring\nownership of any trademark set forth in this paragraph 2.11 or acquiring the\nright to use any such trademark in connection in connection with products in the\nsame categories as Licensed Products; provided, however, that Company shall\npromptly notify RLHC in writing of any such transaction and RLHC shall, for\nsixty (60) days after its receipt of such notice, have the right to terminate\nthis Agreement by written notice to Company, such termination to become\neffective thirty (30) days after the date notice of termination is received by\nCompany.\n\n         2.12. RLHC represents and warrants to Company that it has full legal\nright, power and authority to grant the sublicense hereby granted by RLHC to\nCompany, to enter into this Agreement, to perform all of its obligations\nhereunder, and to consummate all of the transactions contemplated herein.\n\n         2.13. Company represents and warrants to RLHC that it has full legal\nright, power and authority to enter into this Agreement, to perform all of its\nobligations hereunder and to consummate all of the transactions contemplated\nherein. Company further represents and covenants that it is now and at times\nshall be adequately capitalized so as to be able to conduct its operations\ncontemplated hereunder and to meet the requirements of its suppliers in\nconnection therewith.\n\n         2.14. Company recognizes that there are many uncertainties in the\nbusiness contemplated by this Agreement. Company agrees and acknowledges that\nother than those representations explicitly contained in this Agreement, if any,\nno representations, warranties or guarantees of any kind have been made to\nCompany, either by RLHC, Polo or the 'Design Company' (as hereinafter defined),\nor by anyone acting on their behalf. Without limitation, no representations\nconcerning the value of the Licensed Products or the prospects for the level of\ntheir sales or profits have been made and Company has made its own independent\nbusiness evaluation in deciding to manufacture and distribute the Licensed\nProducts on the terms set forth herein.\n\n         3.  Design Standards and Prestige of Licensed Products.\n\n         3.1. Ralph Lauren ('Lauren') is an internationally famous designer who\nhas been twice inducted into the Coty Hall of Fame for his creation and design\nof men's\n\n\n\n                                        4\n\n\n\n\n\nand women's fashions and is a creator of original designs for cosmetics, jewelry\nand other products. The value of the Licensed Marks is largely derived from the\nreputation, skill and design talents of Lauren, and Lauren, directly and through\nhis designees, provides design services through Polo Ralph Lauren Corporation\n(the 'Design Company').\n\n         3.2. RLHC agrees to provide Company with the benefit of the services of\nPRLC in connection with the creation and design of Licensed Products, subject to\nthe terms and provisions hereof, in order to enable Company to exploit the\nrights granted to it under this Sublicense Agreement and to manufacture Licensed\nProducts in conformity with the established prestige and good will of the\nLicensed Marks. In the event Ralph Lauren dies or becomes incapacitated, RLHC\nshall continue to provide the design services of PRLC and the Company shall\naccept the services of PRLC. All Licensed Products manufactured or caused to be\nmanufactured and sold by Company shall be made in accordance with the design and\nother information approved under this Agreement, and in all other respects in\nconformity with the terms hereof. In addition, RLHC shall provide the services\nof PRLC's sales force as set forth in paragraph 4.1 hereof.\n\n         3.3. Company acknowledges that the Licensed Marks has established\nprestige and good will and is well recognized in the trade and the public, and\nthat it is of great importance to RLHC that in the manufacture and sale of the\nvarious lines of products bearing the Licensed Marks, including the Licensed\nProducts, the high standards and reputation Polo and Lauren have established be\nmaintained. Accordingly, all items of Licensed Products manufactured by Company\nhereunder shall be of high quality workmanship with adherence to all details and\ncharacteristics embodied in the designs furnished pursuant to the provisions of\nthis Agreement. Company shall, upon RLHC's request, supply RLHC with samples of\nLicensed Products (including samples of labeling and packaging used in\nconnection therewith) prior to production and from time to time during\nproduction, and shall, at all times during the term hereof, upon RLHC's request,\nmake its manufacturing facilities available to RLHC, Polo and\/or PRLC, and shall\nuse its best efforts to make available each subcontractor's manufacturing\nfacilities, for inspection by representatives of RLHC, Polo and\/or PRLC during\nusual working hours. No sales of Licensed Products as miscuts, damaged or\ndefective merchandise shall contain any labels or other identification bearing\nthe Licensed Marks without Polo's prior written approval.\n\n\n\n\n\n                                        5\n\n\n\n\n\n         4.  Marketing; Advertising.\n\n         4.1. Except as may otherwise be agreed by RLHC and Company in writing,\nLicensed Products shall be marketed and sold only by RLHC or PRLC and the PRLC\nhome collection sales group. No commission or other compensation shall be due to\nRLHC or PRLC in connection with such marketing and sales services, other than\nthe royalty payments set forth herein. Company shall not offer for sale or\npromote the sale of Licensed Products in any manner without RLHC's prior\napproval. Company shall have no marketing or selling responsibility for Licensed\nProducts, but shall be the manufacturer of all Licensed Products sold in the\nTerritory. At Company's request, RLHC will provide Company with a list of all\napproved accounts it plans to sell for that season. RLHC will notify Company of\nany additions or deletions to the list. Company shall reserve the right to\nrefuse to ship any customer if they do not meet Company's normal credit\ncriteria; provided however that Company shall first notify RLHC of its decision\nand Company shall give RLHC the opportunity to assist in rectifying the credit\nsituation.\n\n         4.2. Company shall maintain the high standards of the Licensed Marks as\napplied to Licensed Products, in all packaging and, to the extent permitted by\nRLHC, promotion of the Licensed Products. Company shall not employ or otherwise\nrelease any of such packaging or other business materials relating to any\nLicensed Products and bearing the Licensed Marks unless and until Company shall\nhave made a request to RLHC in writing for approval. Approval or disapproval of\nany such proposed use shall be given by RLHC as promptly as reasonably\npracticable after receipt of Company's request in connection therewith, but in\nall cases within twenty-one (21) business days after receipt by RLHC of\nCompany's request; if neither approval nor disapproval has been given within\nsuch time, approval shall be deemed to have been given. Any such approval shall\nbe effective until revoked by RLHC; provided, however, to the extent RLHC's\napproval relates only to a seasonal collection of Licensed Products, Company\nshall not thereafter use said packaging or business materials without RLHC's\nfurther approval.\n\n         4.3. Provided approval to use the Licensed Marks as part of a specific\npiece of packaging or business material remains effective, it shall not be\nnecessary to obtain prior approval for each separate, substantially similar use\nof the Licensed Marks containing immaterial changes from the use of the Licensed\nMarks so approved. Notwithstanding the foregoing, Company shall, as soon as is\nreasonably possible, either prior to publication, release or other public\nshowing or immediately thereafter, deliver to RLHC a tear sheet, proof or\n'mock-up' of any such changed use of the Licensed Marks, which shall be subject\nto disapproval by RLHC; if such disapproval shall be expressed, the same shall\nnot be used at any later time unless approval thereof shall be later obtained.\n\n\n\n\n                                        6\n\n\n\n\n\n         4.4. Anything in this Agreement to the contrary notwithstanding, as\nbetween RLHC and Company, RLHC shall have sole and exclusive right to prepare or\nplace any and all advertising of any nature with respect to the Licensed\nProducts. Any and all cooperative advertising campaigns supported or approved by\nCompany shall be subject to the prior approval of RLHC. In the event RLHC during\nthe term hereof authorizes Company to prepare and place any advertising with\nrespect to the Licensed Products, Company shall not place any such advertising\nunless and until Company shall have made a request in writing to RLHC for\napproval of such advertising detailing the use to be made of the advertising\nmaterial (e.g. TV, print, radio), and RLHC shall have approved the same in\nwriting. Any approval granted hereunder shall be limited to use during the\nseasonal collection of Licensed Products to which such advertising relates and\nshall be further limited to the use (e.g. TV, print, radio) for which approval\nby RLHC was granted.\n\n         4.5. Company shall maintain the highest quality and standards of the\nLicensed Products and shall exercise its best efforts to safeguard the\nestablished prestige and good will of the name Ralph Lauren and the Lauren image\nat least at the same level of prestige and good will as heretofore maintained.\n'Image', as used herein, refers primarily to quality and style of packaging,\nshipping, customer service, promotion, selling tools, creation and introduction\nof new products and types of outlets (with reference to quality of service\nprovided by retail outlets and quality of presentation of Lauren merchandise in\nretail outlets). Company shall take all necessary steps, and all steps\nreasonably requested by RLHC, to prevent or avoid any misuse of the Licensed\nMarks by any of its customers, contractors or other resources.\n\n         4.6. To the extent permitted by applicable law, RLHC may from time to\ntime, and in writing, promulgate uniform rules and regulations to Company\nrelating to the manner of use of the Licensed Marks. Company shall comply with\nsuch rules and regulations.\n\n         4.7. Company agrees to make available for purchase, and to sell on its\ncustomary price, credit and payment terms, all lines and styles of Licensed\nProducts to retail stores in the Territory bearing any trademark of Polo or its\naffiliates pursuant to a license from Polo or any of its affiliates and to any\nstores or facilities operated or owned by Polo and\/or its affiliates, which are\nauthorized to sell Licensed Products within such retail stores. Notwithstanding\nanything to the contrary contained herein, in the event that any such Licensed\nProducts are not so made available by Company to such stores or facilities, and\nin addition to any other remedy available to RLHC hereunder, such Licensed\nProducts may be made available to such stores by RLHC (or its affiliates or\nother licensees).\n\n         4.8. Company shall offer Licensed Products for sale to employees of\nPolo and its licensees for the personal use of such employees at Company's\nregular invoice\n\n\n\n                                        7\n\n\n\n\n\nprice to unaffiliated retail accounts.\n\n         4.9. Company shall make a non-refundable contribution toward RLHC's\nadvertising expenses on the first day of each year during the term hereof, as\n<font size=\"2\">follows:\n\n         January 1, 1998            $ [ * * * ]\n         January 1, 1999            $ [ * * * ]\n         January 1, 2000            $ [ * * * ]\n\n<\/font>Except as otherwise agreed, Company's contributions shall be used for consumer\nadvertising which features Licensed Products, although such advertising may also\ninclude products of other RLHC licensees in order to reflect RLHC design\nconcepts and lifestyles.\n\n         5.  Trademark and Copyright Protection.\n\n         5.1. All uses of the Licensed Marks by Company, including, without\nlimitation, use in any business documents, invoices, stationery, advertising,\npromotions, labels, packaging and otherwise, shall be subject to paragraph 4\nhereof and shall require RLHC's prior written consent, and all uses of the\nLicensed Marks by Company in advertising, promotions, labels and packaging shall\nbear the notation, 'Ralph (Polo Player design) Lauren', the representation of\nthe Polo Player Design, or 'Ralph Lauren'. Company acknowledges and agrees that\nits use of the Licensed Marks shall at all times be as sublicensee of RLHC for\nthe account and benefit of RLHC, Polo and PRLC. All uses of the Licensed Marks\npursuant to this Agreement shall be for the sole benefit of Polo and shall not\nvest in Company any title to or right or presumptive right to continue such use.\nFor the purposes of trademark registrations, sales by Company or RLHC shall be\ndeemed to have been made by Polo.\n\n         5.2. Company will cooperate fully and in good faith with RLHC for the\npurpose of securing and preserving RLHC's and Polo's rights in and to the\nLicensed Marks. Nothing contained in this Agreement shall be construed as an\nassignment or grant to Company of any right, title or interest in or to the\nLicensed Marks or any of RLHC's or Polo's other trademarks, and all rights\nrelating thereto are reserved by RLHC and Polo, relative to their respective\ninterests therein, except for the sublicense hereunder to Company of the right\nto use the Licensed Marks only as specifically and expressly provided herein.\nCompany acknowledges that only Polo may file and prosecute a trademark\napplication or applications to register the Licensed Marks for Licensed\nProducts.\n\n         5.3. Company will not, during the term of this Agreement or thereafter,\n(a) attack Polo's title or rights, or RLHC's rights, in and to the Licensed\nMarks in any jurisdiction, or attack the validity of this Sublicense or of the\nLicensed Marks, or (b)\n\n\n\n                                        8\n\n\n\n\n\ncontest the fact that Company's rights under this Agreement (i) are solely those\nof a manufacturer or distributor, and (ii) subject to the provisions of\nparagraph 14 hereof, terminate upon termination of this Agreement. The\nprovisions of this paragraph 5.3 shall survive the termination or expiration of\nthis Agreement.\n\n         5.4. All right, title and interest in and to all samples, sketches,\ndesigns, art work, logos and other materials furnished by or to PRLC or RLHC,\nwhether created by PRLC, RLHC or Company, are hereby assigned in perpetuity to,\nand shall be the sole property of, Polo, RLHC and\/or PRLC, as the case may be;\nprovided, however, that all rights (including copyrights and design patent\nrights) in designs, and all sketches, artwork and other materials embodying such\ndesigns, first proposed by the Company to RLHC which are rejected by RLHC and\nwhich are not substantially similar to designs (i) first proposed by RLHC or\nPRLC or (ii) proposed by Company and accepted by RLHC in whole or in part for\nuse in connection with Licensed Products, shall be owned exclusively by Company.\nCompany will assist RLHC, Polo and PRLC, at RLHC's, Polo's or PRLC's expense, as\nthe case may be, (provided that RLHC, Polo and\/or PRLC shall not be responsible\nfor the cost of the time and effort expended by Company's officers and employees\nin connection with furnishing such assistance) to the extent necessary in the\nprotection of or the procurement of any protection of the rights of Polo or\nPRLC, as the case may be, to the Licensed Marks or the designs, design patents\nor copyrights furnished hereunder, as well as to the rights of RLHC to the same.\nRLHC, Polo and PRLC, as their interests may appear, may commence or prosecute\nany claims or suits in their own names and may join Company as a party thereto.\nCompany shall promptly notify RLHC and Polo in writing of any uses which may be\ninfringements or imitations by others of the Licensed Marks on articles similar\nto those covered by this Agreement, and of any uses which may be infringements\nor imitations by others of the designs, design patents and copyrights furnished\nhereunder, which may come to the attention of Company. As between Company and\nRLHC, RLHC shall have the sole right with respect to the Licensed Marks,\ndesigns, design patents and copyrights furnished hereunder, to determine whether\nor not any action shall be taken on account of such infringements or imitations.\nCompany shall not institute any suit or take any action without first obtaining\nRLHC's written consent to do so.\n\n         6.  Designs.\n\n         6.1. At any time or from time to time Company shall provide RLHC with a\nlist or lists setting forth those Licensed Products for which Company shall\nrequire designing by PRLC.\n\n         6.2. At any time or from time to time within a reasonable period\nfollowing receipt by RLHC of the aforesaid lists or lists, RLHC shall provide\nCompany, directly or through PRLC, with PRLC's program of suggested, broad\ndesign themes and\n\n\n\n                                        9\n\n\n\n\n\nconcepts with respect to the design of the 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 PRLC\ndeems appropriate. PRLC shall have full discretion with respect to the manner in\nwhich the Design Concepts shall be formulated and presented to Company but may\nundertake to prepare and provide finished artwork with respect to the design of\nLicensed Products. RLHC shall make PRLC available for consultation with Company\non Design Concepts for the purpose of making such modifications to the Design\nConcepts as are required to meet PRLC's approval.\n\n         6.3. PRLC may engage such employees, agents, and consultants operating\nunder PRLC's supervision and control as it may deem necessary and appropriate.\n\n         6.4. From time to time while this Agreement is in effect, PRLC may (a)\ndevelop or modify and implement designs from PRLC, or (b) develop and implement\nnew designs.\n\n         6.5. If Company wishes to prepare a design for each of its lines of\nLicensed Products, it shall submit to RLHC for PRLC's approval Company's\nproposed design therefor. PRLC may, in its sole discretion, by written notice,\napprove any of the designs so furnished, with such modifications as it shall\ndeem appropriate, or it may disapprove any or all of the designs.\n\n         6.6. All patents and copyrights on designs, and all art work, sketches,\nlogos and other materials depicting the designs or Design Concepts shall only be\napplied for by PRLC, at its discretion and expense, and shall designate PRLC as\nthe patent or copyright owner, as the case may be, thereof.\n\n         6.7. Company shall include within its collection of Licensed Products\neach design designated by PRLC for inclusion therein. The foregoing\nnotwithstanding, in the event Company is unable, in good faith and due only to\nphysical impossibility or economic impracticability, to include within a\ncollection of Licensed Products a particular Licensed Product which PRLC has\ndesigned or designated for inclusion in such collection, RLHC shall be entitled\nto authorize third parties to manufacture and sell such Licensed Products within\nthe Territory and Company shall display and present such Licensed Products in\nits showroom for Licensed Products.\n\n         7.  Design Legends:  Copyright Notice and Grant.\n\n         7.1. All designs, and all art work, sketches, logos and other materials\ndepicting the designs or Design Concepts created by PRLC, or created by or for\nCompany and reviewed and approved by PRLC or developed by or for Company from\nDesign Concepts or subsequent design concepts furnished or approved by PRLC,\nshall be\n\n\n\n                                       10\n\n\n\n\n\nsubject to the provisions of this paragraph 7 and shall be owned exclusively by\nPRLC.\n\n         7.2. Company shall cause to be placed on all Licensed Products, when\nnecessary, appropriate notices designating PRLC as the copyright or design\npatent owner thereof, as the case may be. Prior to use thereof by Company, the\nmanner of presentation of said notices must be reviewed and approved in writing\nby PRLC.\n\n         7.3. RLHC hereby grants to Company the exclusive right, sublicense and\nprivilege in connection with Licensed Products in the Territory to use the\ndesigns furnished hereunder and all copyrights, if any, therein, and hereby\nsublicenses to Company the right to use all patents on such designs, and shall\nexecute and deliver to Company all documents and instruments necessary to\nperfect or evidence such sublicense; provided, however, that all such right,\ntitle and interest therein shall revert to PRLC upon termination of this\nAgreement for any reason whatsoever, and Company shall thereupon execute and\ndeliver to PRLC all documents and instruments necessary to perfect or evidence\nsuch reversions and, provided, further, that such sublicense is limited to use\nin connection with Licensed Products authorized to be manufactured and sold from\ntime to time pursuant to this Sublicense Agreement. Such sublicense shall\ncontinue only during the term of this Agreement.\n\n         8.  Licensed Products.\n\n         8.1. Company shall, through RLHC, obtain the written approval of PRLC\nof all Licensed Products, by submitting a Prototype, as hereinafter defined, of\neach different design or model of a Licensed Product, including, but not limited\nto, the type and quality of materials, colors and workmanship to be used in\nconnection therewith, prior to any commercial production thereof. In the event\nthat PRLC rejects a particular Prototype or Prototypes, Company shall be\nnotified of the reasons for rejection and Company may be provided with\nsuggestions for modifying the particular Prototype or Prototypes which PRLC is\nrejecting. Company shall promptly correct said Prototype or Prototypes and\nresubmit said Prototype or Prototypes for PRLC's approval under the same terms\nand conditions 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 from which the first\ncommercial production thereof will be made and which has been approved by PRLC\nprior to the first commercial production thereof pursuant to paragraphs 8 and 9\nhereof.\n\n         8.2. The written approval of PRLC of the Prototypes for each seasonal\ncollection shall be evidenced by a written list, signed on behalf of PRLC,\nsetting forth those Prototypes that have been approved for inclusion in such\ncollection. Prototypes so approved shall be deemed Final Prototypes in respect\nof such collection. Approval\n\n\n\n                                       11\n\n\n\n\n\nof any and all Prototypes as Final Prototypes shall be in the sole discretion of\nPRLC. Company shall present for sale, through the showing of each seasonal\ncollection to the trade, all Final Prototypes so approved in respect of such\ncollection.\n\n         8.3. The Licensed Products thereafter manufactured and sold by Company\nshall strictly adhere, in all respects, including without limitation, with\nrespect to materials, colors, workmanship dimensions, styling, detail and\nquality, to the Prototypes approved by PRLC.\n\n         8.4. Company shall comply with all laws, rules, regulations and\nrequirements of any governmental body which may be applicable to the\nmanufacture, distribution, sale or promotion of Licensed Products. Company shall\nadvise RLHC to the extent any Final Prototype does not comply with any such law,\nrule, regulation or requirement.\n\n         8.5. Company shall make its personnel, and shall use its best efforts\nto make the personnel of any of its contractors, suppliers and other resources,\navailable by appointment during normal business hours for consultation with\nPRLC. Company shall make available to RLHC, upon reasonable notice, marketing\nplans, reports and information which Company may have with respect to Licensed\nProducts. In addition, when requested by PRLC, Company shall arrange meetings\nbetween PRLC and senior executive personnel of Company to discuss and pursue in\ngood faith the resolution of problems encountered by PRLC in connection with\nthis Agreement during the term hereof.\n\n         9.  Quality of Licensed Products.\n\n         9.1. PRLC shall have the right of approval of the styles, designs,\ncolors, materials, workmanship and quality of all Licensed Products to insure\nthat all Licensed Products manufactured, sold or distributed are of the highest\nquality and are consistent with the highest standards and reputation and\nestablished prestige and good will connected with the name 'Ralph Lauren'. In\nconnection with the production of each item of Licensed Products, Company shall\nuse only such materials as PRLC shall have previously approved pursuant to the\nFinal Prototype with respect to such item of Licensed Products.\n\n         9.2. In the event that any Licensed Product is, in the judgment of\nPRLC, not being manufactured or sold in adherence to the materials, colors,\nworkmanship, design, dimensions, styling, detail and quality embodied in the\nFinal Prototypes, or is otherwise not in accordance with the Final Prototypes,\nRLHC shall notify Company thereof in writing and Company shall promptly repair\nor change such Licensed Product to conform strictly thereto. If an item of\nLicensed Product as repaired or changed does not strictly conform to the Final\nPrototypes and such strict conformity\n\n\n\n                                       12\n\n\n\n\n\ncannot be obtained after at least one (1) resubmission, the Licensed Marks shall\nbe promptly removed from the item, at the option of PRLC, in which event the\nitem may be sold by Company, subject to the royalty provisions of Paragraph 10\nhereof, provided it is in no way identified as a Licensed Product.\n\n         9.3. RLHC and PRLC and their duly authorized representatives shall have\nthe right, upon reasonable notice during normal business hours, to inspect all\nfacilities utilized by Company (and its contractors and suppliers) in connection\nwith the preparation of Prototypes and the manufacture, sale, storage or\ndistribution of Licensed Products pursuant hereto and to examine Licensed\nProducts in the process of manufacture and when offered for sale within\nCompany's operations. Company hereby consents to examination by RLHC and PRLC of\nLicensed Products held by Company's customers for resale provided Company has\nsuch right of examination. Company shall take all necessary steps, and all steps\nreasonably requested by RLHC and PRLC, to prevent or avoid any misuse of the\nlicensed designs by any of its customers, contractors or other resources.\n\n         10.   Royalties.\n\n         10.1. Company shall pay to RLHC minimum royalties each year during the\nterm of this Sublicense Agreement.  The minimum royalty\n\n         a.       for the first year (as hereinafter defined) shall be $ \n                  [ * * * ]; and\n\n         b.       for the second year shall be $ [ * * * ]; and\n\n         c.       for the third year shall be $ [ * * * ].\n\nMinimum royalties for each year shall be paid on a quarterly basis, beginning\nwith the minimum royalty payment to be made for the first calendar quarter of\n1998, in the manner set forth in paragraph 10.2 below. No credit shall be\npermitted against minimum royalties payable in any year on account of earned or\nminimum royalties paid in any other year and minimum royalties shall not be\nreturnable. For the purposes of this Agreement, a 'year' shall mean a period of\ntwelve (12) months commencing on each January 1 during the term hereof.\n\n         10.2. Company shall pay to RLHC earned royalties based on the Net Sales\nPrice, as hereinafter defined, of all Licensed Products sold hereunder. Earned\nroyalties shall equal [ * * * ] percent ([***]%) of the Net Sales Price of all\nLicensed Products sold under this Agreement, including without limitation any\nsales made pursuant to the terms of paragraphs 3.3, 9.2 and 14 hereof; provided,\nhowever, that no royalties shall be due with respect to sales of Licensed\nProducts sold at a price equal to or less than [ * * * ] percent ([***]%) off\nthe regular wholesale price (although\n\n\n\n                                       13\n\n\n\n\n\nall such discounted sales shall be separately reflected in Company's accounting\nstatements). Company shall prepare or cause to be prepared statements of\noperations for each month during the term hereof, which statements shall be\nfurnished to RLHC together with the earned royalties due for each such month on\nthe last day of the following month. The statement and royalty payment provided\non the last day of each April (for the month of March), July (for the month of\nJune), October (for the month of September) and January (for the month of\nDecember) during the term shall also include Licensee's minimum royalty\nobligation for the preceding calendar quarter, less the aggregate earned\nroyalties paid for such calendar quarter; provided, however, that any payment of\nminimum royalties required hereunder may be set off against any excess of earned\nroyalties over minimum royalties in any subsequent quarter of the same year, it\nbeing the parties intent that at the end of each year during the term hereof\nCompany shall have paid RLHC an amount equal to the greater of (i) the aggregate\nearned royalties for the year or (ii) the minimum royalty obligation set forth\nin paragraph 10.1 above. The term 'Net Sales Price' shall mean the gross sales\nprice to retailers or, with respect to Licensed Products that are not sold\ndirectly or indirectly to retailers, other ultimate consumers (as in the case of\naccommodation sales by Company to its employees), of all sales of Licensed\nProducts sold under this Agreement, less trade discounts actually taken and\nmerchandise returns. The Net Sales Price of any Licensed Products sold by\nCompany to affiliates of Company shall, for purposes of this Agreement, be\ndeemed to be the higher of (a) the actual gross sales price, or (b) Company's\nregular selling price for such Licensed Products sold to unaffiliated parties\nfor sale at retail. Merchandise returns shall be credited in the quarterly\nperiod in which the returns are actually made.\n\n         10.3. Company shall make a non-refundable contribution each year during\nthe term hereof toward RLHC's travel expenses incurred with respect to design\ndevelopment and approval pursuant to this Agreement (including travel to mills\nfor strike off approvals), in the amount of $40,000, which amount shall be paid\ntogether with Company's first royalty payment for each year during the term\nhereof as set forth in paragraph 10.2 hereof.\n\n         10.4. If the payment of any installment of royalties is delayed for any\nreason, interest shall accrue on the unpaid principal amount of such installment\nfrom and after the date on which the same became due pursuant to paragraphs 10.1\nand 10.2 hereof at the lower of the highest rate permitted by law in New York\nand 2% per annum above the rate of interest published from time to time by\nChemical Bank, New York, New York (or any successor bank) as its reference rate,\nor, if such rate is not published, then the nearest equivalent rate thereto then\npublished by Chemical Bank.\n\n         10.5. The obligation of Company to pay royalties hereunder shall be\nabsolute notwithstanding any claim Company may assert against RLHC, Polo, Lauren\nor\n\n\n\n                                       14\n\n\n\n\n\nPRLC.  Company shall not have the right to set off, compensate or make any\ndeduction from such royalty payments for any reason whatsoever.\n\n         10.6. In consideration of the rights granted herein, Company shall sell\nand timely ship to 'New Stores' (as hereinafter defined) such Licensed Products\nas they may wish to purchase, at a discount of at least thirty-five percent\n(35%) off the regular wholesale price with respect to all Bedroom Products other\nthan solid color sheets and bedding accessories with a 250 thread count ('250\nsheets') and at least thirty percent (30%) off the regular wholesale price with\nrespect to 250 Sheets and all Bathroom Products. As used herein, the term 'New\nStores', including the one in Oakbrook, Illinois, shall mean all full price\nfree-standing stores operating under any service mark or tradename associated\nwith Ralph Lauren which is opened or relocated on or after May 1, 1997,\nregardless of the product mix, size, location or configuration of such stores\nand 'free-standing stores' shall mean stores which are operating as separate\nunits not a department or sub-unit of a larger store. No royalty shall be due\npursuant to paragraph 10.2 hereof with respect to any sales by Company to New\nStores pursuant to this paragraph 10.6, but Company shall separately report all\nsuch sales in the accounting statements required hereunder. Also in\nconsideration of the rights granted herein, Company shall sell and timely ship\nLicensed Products to 'Polo Outlet Stores' (as each such term is hereinafter\ndefined), to the extent of their requirements on a priority basis in relation to\nany other secondary distribution of Licensed Products, at a discount which,\nunless otherwise agreed by Company and RLHC, shall be equal to 25% off the\nregular wholesale price therefore based on a weighted average, it being\nunderstood that (i) larger discounts may be negotiated on a case-by-case basis\nin respect of excess and irregular inventory taking into account the age,\ncondition and quantity of merchandise to be disposed of and (ii) smaller\ndiscounts may be negotiated in exceptional cases for products currently sold in\ndepartment stores which have been merchandised to hit critical price points. All\nsuch sales shall be separately reported by Company in its accounting statements\npursuant to paragraph 10.2 hereof, and such sales shall be subject to the\nroyalty obligations set forth herein unless otherwise agreed by RLHC and\nCompany. 'Polo Outlet Stores', as used herein, shall mean all 'outlet' or\n'factory' stores doing business under any Polo\/Ralph Lauren service mark or\ntradename.\n\n         11.  Accounting; Records.\n\n         11.1. Company shall at all times keep an accurate account of all\noperations within the scope of this Agreement and shall prepare and furnish to\nRLHC full statements of operations with respect to each month in each year\nduring the term of this Agreement within thirty (30) days of the end of such\nperiod. Such statements shall include, on a country-by-country basis, all\naggregate gross sales, trade discounts, merchandise returns and the Net Sales\nPrice of all sales of License Products for the previous month. Such statements\nshall be in sufficient detail to be\n\n\n\n                                       15\n\n\n\n\n\naudited from the books of Company and shall be certified by a financial officer\nof Company. Once each year, which may be in connection with the regular annual\naudit of Company's books, Company shall furnish an annual statement of the\naggregate gross sales, trade discounts, merchandise returns and Net Sales Price\nof all sales of Licensed Products made by Company certified by the independent\npublic accountant of Company.\n\n         11.2 RLHC and its duly authorized representatives, on reasonable\nnotice, shall have the right, no more than once in each year during regular\nbusiness hours, for the duration of the term of this Agreement and for three (3)\nyears thereafter, to examine the books of account and records and all other\ndocuments, materials and inventory in the possession or under the control of\nCompany and its successors with respect to the subject matter of this Agreement.\nAll such books of account, records and documents shall be maintained and kept\navailable by Company for at least the duration of this Agreement and for three\n(3) years thereafter. RLHC shall have free and full access thereto in the manner\nset forth above and shall have the right to make copies and\/or extracts\ntherefrom. If as a result of any examination of Company's books and records it\nis shown that Company's payments to RLHC hereunder with respect to any twelve\n(12) month period were less than or greater than the amount which should have\nbeen paid to RLHC by an amount equal to two percent (2%) of the amount which\nshould have been paid during such twelve (12) month period, Company will, in\naddition to reimbursement of any underpayment, with interest from the date on\nwhich each payment was due at the rate set forth in paragraph 6.3 hereof,\npromptly reimburse RLHC for the cost of such examination.\n\n         11.3. Company shall provide to RLHC in the form requested such\ninformation as RLHC may reasonably request with respect to the manufacture,\ndistribution and sale of Licensed Products.\n\n         12.  Term.\n\n         The initial term of this Agreement shall commence on the date hereof\nand shall terminate on December 31, 2000, unless earlier terminated in\naccordance with the terms hereof. It is expressly understood that only the\ncompany (which may be Company) whose licensed term covers the period subsequent\nto the expiration of this Agreement shall be entitled to receive designs for\nLicensed Products intended to be sold after the expiration of this Agreement,\nand to make presentations of such Licensed Products during the market\npresentation weeks that relate to such subsequent period, even if such market\npresentation occurs prior to the termination of this Agreement. Without limiting\nthe generality of the foregoing, in the event the term hereof is not renewed or\nextended, the last season for which the Company shall be entitled to receive\ndesigns and, during the term hereof, to manufacture and sell Licensed Products\nshall be the [Fall 2000] season, and RLHC shall be entitled to\n\n\n\n                                       16\n\n\n\n\n\nundertake, directly or through a successor licensee, all activities associated\nwith the design, manufacture and sale Licensed Products commencing with the\n[Spring 2001] season.\n\n         13.  Default; Change of Business.\n\n         13.1. Each of the following shall constitute an event of default\n('Event of Default') hereunder;\n\n         (i)      Royalty payments are not paid when due and such default\n                  continues for more than ten (10) days after notice thereof;\n\n         (ii)     Company shall fail to timely present for sale to the trade a\n                  broadly representative and fair collection of each seasonal\n                  collection of Licensed Products designed by PRLC or Company\n                  shall fail to timely ship to its customers a material portion\n                  of the orders of Licensed Products it has accepted;\n\n         (iii)    Company fails within ten (10) days after written notice from\n                  RLHC that payment is overdue to pay for any Licensed Products\n                  or materials, trim, fabrics, packaging or services relating to\n                  Licensed Products purchased by Company from RLHC or Polo or\n                  any agent or licensee of RLHC or Polo or any other supplier of\n                  such items unless Company is in good faith contesting the\n                  amount or liability for such payment;\n\n         (iv)     If Company shall, after achieving distribution and sale of the\n                  Licensed Products throughout the Territory, thereafter fail\n                  for a consecutive period in excess of two (2) months to\n                  continue the bona fide manufacture, distribution and sale of\n                  the Licensed Product; or\n\n         (v)      If a deliberate deficiency in reported Net Sales occurs or if\n                  any other deliberate misstatements are made in reports\n                  required or requested hereunder; or\n\n         (vi)     If the quality of the Licensed Products should become lower\n                  than that in the approved Prototypes referred to in paragraph\n                  8 hereof; or\n\n         (vii)    If Company shall use the Licensed Marks in an unauthorized or\n                  improper manner and\/or if Company shall make an unauthorized\n                  disclosure of confidential information or materials given or\n\n\n\n                                       17\n\n\n\n\n\n                  loaned to Company by Polo, PRLC and or RLHC; or\n\n         (viii)   Company defaults in performing any of the terms of this\n                  Agreement and continue in default for a period of thirty (30)\n                  days after notice thereof (unless the default cannot be\n                  totally cured within the initial thirty (30) day period after\n                  notice and Company diligently and continuously proceeds to\n                  cure and does in fact cure such default, but within no later\n                  than ninety (90) days following such initial period); or\n\n         (ix)     Company institutes proceedings seeking relief under the\n                  Bankruptcy Code or any similar law, or consents to entry of an\n                  order for relief against it in any bankruptcy or insolvency\n                  proceeding or similar proceeding, or files a petition or\n                  answer or consents for reorganization or other relief under\n                  any bankruptcy act or other similar law, or consents to the\n                  filing against it of any petition for the appointment of a\n                  receiver, liquidator, assignee, trustee, sequestrator (or\n                  other similar official) of it or of any substantial part of\n                  its property, or makes an assignment for the benefit of\n                  creditors, or admits in writing its inability to pay its debts\n                  as they become due, or takes any action in furtherance of the\n                  foregoing; or\n\n         (x)      Company transfers or agrees to transfer a substantial part of\n                  its property (except as provided in paragraph 13.3 below); or\n\n         (xi)     The calling of a meeting of creditors, appointment of a\n                  committee of creditors or liquidating agents, or offering of a\n                  composition or extension to creditors by, for, or of Company;\n                  or\n\n         (xii)    Company shall have failed to perform any material term,\n                  covenant or agreement on its part to be performed under any\n                  agreement or instrument (other than this Agreement) evidencing\n                  or securing or relating to any indebtedness owing by Company,\n                  if the effect of such failure is to accelerate the maturity of\n                  such indebtedness, or to permit the holder or holders of such\n                  indebtedness to cause such indebtedness to become due prior to\n                  the stated maturity thereof, regardless of whether or not such\n                  failure to perform will be waived by the holder or holders of\n                  such indebtedness.\n\n         13.2. If any Event of Default shall occur, RLHC, Polo or PRLC, or any\nof them, shall have the right, exercisable in its discretion, immediately to\nterminate this\n\n\n\n                                       18\n\n\n\n\n\nAgreement and the sublicense upon ten (10) days written notice to Company of its\nintention to do so, and upon the expiration of such ten (10) day period, this\nAgreement and the sublicense, including, without limitation, all rights of\nCompany in and to the Licensed Marks, and in and to the designs furnished or\nused hereunder and all copyrights therein and design patents thereon, shall\nterminate and come to an end without prejudice to any remedy of RLHC for the\nrecovery of any monies (including attorneys' fees for collection) then due it\nunder this Agreement or in respect of any antecedent breach of this Agreement,\nand without prejudice to any other right of RLHC, including without limitation,\ndamages for breach to the extent that the same may be recoverable. No assignee\nfor the benefit of creditors, receiver, liquidator, sequestrator, trustee in\nbankruptcy, sheriff or any other officer of the court or official charged with\ntaking over custody of Company's assets or business shall have any right to\ncontinue the performance of this Agreement.\n\n         13.3. During the term of this Agreement, Company shall not dissolve,\nliquidate or wind-up its business. In addition, Company shall not, without prior\nwritten notice to RLHC, (i) merge or consolidate with or into any other\ncorporation, or (ii) directly or indirectly sell or otherwise dispose of all or\na substantial portion of its business or assets. In the event Company sells or\ntransfers, or suffers a sale or transfer of, by operation of law or otherwise,\ndirectly or indirectly, control of either its Sheets &amp; Bedroom Accessories\nDivision or its Terry Bath &amp; Kitchen Products Division (or such other divisions\nas may at any time be responsible for any Licensed Products) to a third party,\nCompany shall advise RLHC thereof in writing within ten (10) days of such sale\nor transfer. Such notice shall identify the name and address of the third party.\nWithin sixty (60) days of its receipt of such notice, RLHC shall have the right\nto terminate this Agreement, such termination to become effective thirty (30)\ndays after the date of notice of termination is received by Company. Subject to\nthe next following sentence, the transfer of both the aforementioned divisions\nto a direct or indirect wholly-owned subsidiary of Company will not constitute a\nsale or transfer to a 'third party' under this subparagraph. The parties agree\nthat the acquisition of a controlling interest in Company or its direct or\nindirect parents by a third party shall be deemed a transfer of control of the\naforesaid divisions pursuant to the first sentence of this paragraph 13.3. In\naddition to, and not in substitution of, its right to terminate this Agreement\nupon receipt of notice of any such sale or transfer of control, RLHC shall have\nthe option to require Company to offer to the landlord of the premises at 1185\nAvenue of the Americas a five-year sublease of the ninth floor on the same terms\nas contained in the lease therefor between the Company and the landlord, for the\npurpose of permitting RLHC to sublease the space from the landlord for such\nperiod and on such terms.\n\n\n\n\n                                       19\n\n\n\n\n\n         14.  Disposal of Stock upon Termination or Expiration.\n\n         14.1. Within ten (10) days following the termination of this Agreement\nfor any reason whatsoever including the expiration of the term hereof, and on\nthe last day of each month during the disposal period set forth in paragraph\n14.2 hereof, Company shall furnish to RLHC a certificate of Company listing its\ninventories of Licensed Products (which defined term for purposes of this\nparagraph 14.1 shall include all materials, trim and packaging which are used in\nthe manufacture and marketing of Licensed Products) on hand or in process\nwherever situated. RLHC shall have the right to conduct a physical inventory of\nLicensed Products in Company's possession or under Company's control. RLHC or\nRLHC's designee shall have the option (but not the obligation) to purchase from\nCompany all or any part of Company's then existing inventory of Licensed\nProducts upon the following terms and conditions:\n\n         (i)      RLHC shall notify Company of its or its designee's intention\n                  to exercise the foregoing option within thirty (30) days of\n                  delivery of the certificate referred to above and shall\n                  specify the items of Licensed Products to be purchased.\n\n         (ii)     The price for Licensed Products manufactured by Company or its\n                  affiliates on hand or in process shall be Company's standard\n                  cost (the actual manufacturing cost) for each such Licensed\n                  Product. The price for all other Licensed Products which are\n                  not manufactured by Company or its affiliates shall be\n                  Company's landed costs therefor. Landed costs for the purposes\n                  hereof means the F.O.B. price of the Licensed Products\n                  together with customs, duties, brokerage, freight and\n                  insurance costs.\n\n         (iii)    Company shall deliver the Licensed Products purchased within\n                  fifteen (15) days of receipt of the notice referred to in\n                  clause (i) above. Payment of the purchase price for the\n                  Licensed Products so purchased by RLHC or its designee shall\n                  be payable upon delivery thereof, provided, that RLHC shall be\n                  entitled to deduct from such purchase price any amounts owed\n                  it by Company (and\/or to direct payment of any part of such\n                  merchandise to any supplier of Licensed Products in order to\n                  reduce an outstanding balance due to such supplier from\n                  Company).\n\n         14.2. In the event RLHC chooses not to exercise the option referred to\nin paragraph 14.1 hereof with respect to all or any portion of Licensed\nProducts, for a period of ninety (90) days after termination of this Agreement\nfor any reason\n\n\n\n                                       20\n\n\n\n\n\nwhatsoever, except on account of breach of the provisions of paragraphs 3, 4 or\n10 hereof, Company may dispose of Licensed Products which are on hand or in the\nprocess of being manufactured at the time of termination of this Agreement,\nprovided Company fully complies with the provisions of this Agreement, including\nspecifically those contained in paragraphs 3, 4 or 10 hereof in connection with\nsuch disposal. Such sales shall be subject to the payment of earned royalties\npursuant to paragraph 10.2. Failure by Company to timely submit the certificates\nof inventory as set forth in paragraph 14.1 hereof shall deprive Company of its\nright of disposal of stock pursuant to this paragraph 14.\n\n         14.3. Notwithstanding anything to the contrary contained herein, in the\nevent that upon the expiration or termination of the term hereof for any reason\nCompany has not rendered to RLHC all accounting statements then due, and paid\n(i) all royalties and other amounts then due to RLHC and (ii) all amounts then\ndue to any affiliate of or supplier to RLHC or its affiliates (collectively,\n'Payments'), Company shall have no right whatsoever to dispose of any inventory\nof Licensed Products in any manner. In addition, if during any disposal period\nCompany fails timely to render any accounting statements or to make all Payments\nwhen due, Company's disposal rights hereunder shall immediately terminate\nwithout notice.\n\n         15.  Effect of Termination.\n\n         15.1. Except for the sublicense to use the Licensed Marks and the\ndesigns furnished hereunder only as specifically provided in this Agreement,\nCompany shall have no right, title or interest in or to the Licensed Marks, the\ndesigns furnished hereunder and design patents thereon, and all copyrights\nlicensed hereby. Upon and after the termination of this sublicense, all rights\ngranted to Company hereunder, including without limitation all right, title and\ninterest in or with respect to all designs, art works, sketches and other\nmaterials depicting or relating to the Licensed Products, together with any\ninterest in and to the Licensed Marks Company may acquire, shall forthwith\nautomatically and without further action or instrument be assigned to and revert\nto Polo, PRLC and RLHC, as their interests may appear. Company will execute any\ninstruments requested by RLHC to accomplish or confirm the foregoing. Any such\nassignment, transfer or conveyance shall be without consideration other than the\nmutual agreements contained herein. RLHC shall thereafter be free to license to\nothers the use of the Licensed Marks in connection with the manufacture and sale\nof the Licensed Products covered hereby, and Company will, except as\nspecifically provided in paragraph 14 hereof, (i) refrain from any further use\nof the Licensed Marks or any reference to it, direct or indirect, or anything\ndeemed by RLHC or Polo to be similar to the Licensed Marks, (ii) refrain from\nfurther use of any of the Design Concepts, and (iii) refrain from manufacturing,\nselling or distributing any products (whether or not they bear the Licensed\nMarks) which are confusingly similar to, or derived from, the Licensed Products\nor Design Concepts, in connection with the\n\n\n\n                                       21\n\n\n\n\n\nmanufacture, sale or distribution of Company's products. Upon termination of\nthis Agreement, Company shall forthwith cease the use of the words 'Ralph\nLauren' and\/or the Polo Player Design in any and all respects. It is expressly\nunderstood that under no circumstances shall Company be entitled, directly or\nindirectly, to any form of compensation or indemnity from RLHC, Lauren, Polo,\nPRLC or their affiliates, as a consequence to the termination of this Agreement,\nwhether as a result of the passage of time, or as the result of any other cause\nof termination referred to in this Agreement. Without limiting the generality of\nthe foregoing, by its execution of the present Agreement, Company hereby waives\nany claim which it has or which it may have in the future against RLHC, Polo,\nPRLC, Lauren or their affiliates, arising from any alleged goodwill created by\nCompany for the benefit of any or all of the said parties or from the alleged\ncreation or increase of a market for Licensed Products.\n\n         15.2. Notwithstanding any termination or expiration of this Agreement\n(whether by reason of the expiration of the stated term of this Agreement, by\nearlier termination of this Agreement pursuant to paragraph 13 hereof, or\notherwise) (a) RLHC shall have and hereby reserves all rights and remedies which\nit may have, at law or in equity, with respect to the collection of royalties or\nother funds payable by Company pursuant to this Agreement and the enforcement of\nall rights relating to the establishment, maintenance or protection of the\nLicensed Marks and the designs furnished hereunder, and (b) Company and RLHC\nshall continue to have rights and remedies with respect to damages for breach of\nthis Agreement on the part of the other.\n\n         16.  Remedies.\n\n         Company acknowledges and admits that there would be no adequate remedy\nat law for its failure (except as otherwise provided in paragraph 14 hereof) to\ncease the use of the Licensed Marks, or the designs, or the manufacture and sale\nof the Licensed Products covered by this Agreement at the termination or\nexpiration hereof, and Company agrees that in the event of such failure RLHC,\nPolo and PRLC, or any of them, shall be entitled to equitable relief by way of\ntemporary and permanent injunction and such other and further relief as any\ncourt with jurisdiction may deem just and proper. Such relief shall be in\naddition to and not in substitution of any other remedies available to RLHC,\nPolo and PRLC, or any of them, pursuant to this Agreement or otherwise.\n\n         17.  Certain Employees.\n\n         17.1 At all time during the term of this Agreement, Company shall\nemploy seven individuals, each of which shall be approved in advance by RLHC,\nand who shall be subject to RLHC's continuing approval through the term hereof,\nwhose sole responsibility shall be for the following aspects of the business\ncontemplated\n\n\n\n                                       22\n\n :  PAGE&gt;   24\n\n\n\nhereunder:\n\n         a.  Vice President -- oversees entire RLHC-related operation\n         b.  Business Manager -- for Bedroom Products\n         c.  Business Manager -- for Bathroom Products\n         d.  Marketing Manager -- for all Licensed Products\n         e.  Sourcing Manager -- for all Licensed Products\n         f.  Planner -- for Bedroom Products\n         g.  Planner -- for Bathroom Products\n\n         17.2. During at least the first year of the term hereof, Company shall\nemploy a CADCAM operator approved in advance by RLHC who shall be entirely\ndedicated to the development of Licensed Products and shall be located in the\nRLHC design department. Upon the expiration of the first year of the term\nhereof, Company and RLHC shall consult with each other in good faith regarding\nwhether or not the position for such CADCAM operator should be continued.\n\n         18.  Indemnity.\n\n         18.1. RLHC shall indemnify and hold harmless Company from and against\nany and all liability, claims, causes of action, suits, damages and expenses\n(including reasonable attorneys' fees and expenses in actions involving third\nparties or between the parties hereto) which Company is or becomes liable for,\nor may incur solely by reason of its use within the Territory, in strict\naccordance with the terms and conditions of this Agreement, of the Licensed\nMarks or the designs furnished to Company by RLHC or PRLC, to the extent that\nsuch liability arises through infringement of another's design patent,\ntrademark, copyright or other proprietary rights; provided that Company gives\nRLHC prompt notice of, and full cooperation in the defense against, such claim.\nIf any action or proceeding shall be brought or asserted against Company in\nrespect of which indemnity may be sought from RLHC under this paragraph 18.1,\nCompany shall promptly notify RLHC thereof in writing, and RLHC shall assume and\ndirect the defense thereof. Company may thereafter, at its own expense, be\nrepresented by its own counsel in such action or proceeding. RLHC's liability\npursuant to this paragraph 18.1 shall be limited to and offset against the\naggregate of all royalties (whether minimum or earned) heretofore paid by\nCompany to RLHC hereunder.\n\n         18.2. To the extent not inconsistent with paragraph 18.1 hereof,\nCompany shall indemnify and save and hold RLHC, Polo, PRLC and Lauren,\nindividually, harmless from and against any and all liability, claims, causes of\naction, suits, damages and expenses (including reasonable attorneys' fees and\nexpenses in actions involving third parties or between the parties hereto),\nwhich they, or any of them, are or become liable for, or may incur, or be\ncompelled to pay by reason of any\n\n\n\n                                       23\n\n\n\n\n\nacts, whether of omission or commission, that may be committed or suffered by\nCompany or any of its servants, agents or employees in connection with Company's\nperformance of this Agreement, including Company's use of Company's own designs,\nin connection with Licensed Products manufactured by or on behalf of Company or\notherwise in connection with Company's business.\n\n         18.3. Company shall carry product liability insurance with limits of\nliability in the minimum amount, in addition to defense costs, of $3,000,000 per\noccurrence and $3,000,000 per person and RLHC, Polo, PRLC and Ralph Lauren,\nindividually, shall be named therein as insureds, as their interests may appear.\nCompany shall, promptly after the signing of this Agreement, deliver to RLHC a\ncertificate of such insurance from the insurance carrier, setting forth the\nscope of coverage and the limits of liability and providing that the policy may\nnot be canceled or amended without at least thirty (30) days prior written\nnotice to RLHC, Polo, PRLC and Lauren.\n\n         19.  Disclosure.\n\n         RLHC and Company, and their affiliates, employees, attorneys and\naccountants, shall hold in confidence and not use or disclose, except as\npermitted by this Agreement, (i) confidential information of the other, or (ii)\nthe terms of this Agreement, except upon consent of the other or pursuant to or\nas may be required by law, or in connection with regulatory or administrative\nproceedings and only then with reasonable advance notice of such disclosure to\nthe other. Company shall take all reasonable precautions to protect the secrecy\nof the designs, art work, sketches and other materials used pursuant to this\nAgreement prior to the commercial distribution or the showing of samples for\nsale, and shall not sell any merchandise employing, or adapted from or resulting\nfrom the use of any such designs, art work, sketches or other material, except\nunder the Licensed Marks. All press releases and other public announcements\nshall be subject to the prior approval of RLHC. Every request for a statement,\nrelease or other inquiry shall be sent in writing whenever practicable to the\nadvertising\/publicity director of RLHC for handling.\n\n         20.  Brokers.\n\n         Each of RLHC and Company hereby represents and warrants to the other\nthat it has not employed or dealt with any broker or finder in connection with\nthis Agreement or the transactions contemplated hereby, and agrees to indemnify\nthe other and hold it harmless from any and all liabilities (including, without\nlimitation, reasonable attorneys' fees and disbursements paid or incurred in\nconnection with any such liabilities) for any brokerage commissions or finders'\nfees in connection with this Agreement or the transactions contemplated hereby,\ninsofar as such liabilities shall be based on the arrangements or agreements\nmade by it or on its behalf.\n\n\n\n\n                                       24\n\n\n\n\n\n         21.  Manufacture; Distribution; Sale.\n\n         Consistent with the high quality and prestige of the Licensed Marks and\nproducts manufactured by, or under license from, Polo and its affiliates,\nCompany undertakes, during the term hereof, diligently to manufacture and sell\neach and every Licensed Product listed in Schedule A, to use its best efforts to\ncreate a demand therefor, supply such demand, and maintain adequate arrangements\nand facilities for the distribution of Licensed Products throughout the\nTerritory. As an essential part of its distribution program, Company agrees to\nmaintain adequate inventories (consistent with good industry practice) of all\nsuch Licensed Products at distribution points adequate to satisfy the\nrequirements of its customers for a full line of such Licensed Products and to\nexpedite the delivery thereof.\n\n         22.  Showroom; Samples.\n\n         22.1 Company shall display its Licensed Products at the showroom to be\njointly operated and maintained by RLHC and Company on the ninth floor at 1185\nAvenue of the Americas (hereinafter referred to as the 'Home Collection\nShowroom' or 'Showroom'). Company shall also display at the Home Collection\nShowroom products other than Licensed Products which comprise the Ralph Lauren\nHome Collection and which are manufactured by other sublicensees of RLHC. The\nparties acknowledge that it is of substantial benefit to the Company that the\n'Collection' be displayed and sold as an entirety in order to create the\ngreatest demand for all Collection products, including Licensed Products, and to\npromote the image of the Collection as a complete Ralph Lauren lifestyle of\nproducts.\n\n         22.2 Notwithstanding the provisions of paragraph 10.5 of this\nAgreement, Company shall be entitled to deduct from earned royalties due each\nmonth pursuant to paragraph 10.2 hereof one-twelfth (1\/12) of the annual\n'Qualified Showroom Expenses' (as hereinafter defined) for providing space and\nmaintaining the Home Collection Showroom referred to in paragraph 22.1 hereof.\nThe term 'Qualified Showroom Expenses' shall mean the proportionate share (based\non the square feet of space actually occupied by RLHC) for rent and leasehold\noperating expenses (i.e. building, utilities, water, taxes and cleaning, etc.)\ncomputed on a basis consistent with current practices as of the execution of\nthis Agreement with respect to such Showroom. The term 'Qualified Showroom\nExpenses' shall exclude, however, any allocable cost of 600 square feet of\nstorage space which Company shall make available without charge at 1185 Avenue\nof the Americas for storage of samples and stock, and exclude all other basement\nspace which RLCH may occupy from time-to-time pursuant to a separate agreement\nwith Company. In addition to the foregoing, Company shall be entitled to deduct\nfrom monthly earned royalties $2,000 for office services provided by WestPoint\nStevens Inc. to the Home Collection Showroom. Company shall, upon request, make\navailable for inspection by RLHC records\n\n\n\n                                       25\n\n\n\n\n\nsubstantiating the charges for rent, leasehold operating expenses and office\nservices.\n\n         22.3 Together with each quarterly royalty remittance, the Company shall\nsubmit to RLHC a separate statement, certified by a financial officer of the\nCompany, setting forth the computation of the Qualified Showroom Expenses and\ncharges for office services for the then-ended quarter. Within sixty (60) days\nof the end of each year, Company shall submit to RLHC a statement setting forth\nin reasonable detail the total Qualified Showroom Expenses for the year then\nended. If during the year Company shall have deducted in excess of the actual\ntotal Qualified Showroom Expenses, Company's statement shall be accompanied by a\ncheck in the amount of such excess. If there shall have been a shortage of the\naggregate deductions in relation to the total Qualified Showroom Expenses and\noffice service charges, RLHC shall, within fifteen (15) days of its receipt of\nCompany's statement, remit a check in the amount of the shortage.\n\n         22.4 Upon the expiration of this Agreement, at RLHC's option,\nexercisable by notice in writing to Company given no later than 90 days prior to\nsuch expiration, Company shall, subject to the approval of, and under the terms\nand conditions required by, Company's landlord, continue to maintain and operate\nthe Home Collection Showroom with RLHC for a period not to exceed three (3)\nmonths following such expiration, during which time RLHC may show and sell the\nRalph Lauren Home Collection in such showroom. In the event this Agreement is\nterminated by RLHC as a result of an Event of Default on the part of the\nCompany, RLHC shall be entitled to request in writing, given simultaneously with\nits notice of termination to Company, that Company continue to maintain and\noperate the Home Collection Showroom with RLHC for a period of up to twelve (12)\nmonths after such termination. To the extent that RLHC requests an extension\nhereunder, Company shall request approval therefor from its landlord. RLHC shall\non the first of each month of any such extension remit to Company one-twelfth of\nthe annual Qualified Showroom Expenses for maintaining and operating such\nshowroom, adjusted according to the terms and conditions required by the\nlandlord, if any, and the parties shall at the end of each three-month period\nreconcile the aggregate amount actually paid by RLHC in relation to the total of\nthe actual Qualified Showroom Expenses, as adjusted.\n\n         22.5 Company shall provide, at no charge, samples for the Home\nCollection Showroom and for advertising and editorials relating to Licensed\nProducts. All normal expenses with respect to shipping shall be the\nresponsibility of Company and Company may, at its option, insure the samples for\nrisk of damage or loss (including by theft) during shipment and while at the\nRLHC showroom, but RLHC shall have no liability with respect thereto. All items\nwill be inventoried by RLHC and, at RLHC's discretion, (i) held in storage for\nfuture use, (ii) sold at sample sales, or (iii) returned to Company at Company's\nexpense. In the event of a sale at a sample sale, RLHC shall remit to Company,\nwithin forty-five (45) days thereof, fifty percent (50%) of the\n\n\n\n                                       26\n\n\n\n\n\nprofits therefrom. In addition, Company shall supply at its own expense, such\nsamples as may be reasonably necessary for RLHC salesmen.\n\n         23.  Miscellaneous.\n\n         23.1. All notices, requests, consents and other communications\nhereunder shall be in writing and shall be deemed to have been properly given or\nsent (i) on the date when such notice, request, consent or communication is\npersonally delivered and acknowledged, or (ii) five (5) days after the same was\nsent, if sent by certified or registered mail, or (iii) one (1) day after the\nsame was sent, if sent by overnight courier delivery or confirmed telecopier as\nfollows:\n\n         (a)      If to RLHC addressed as follows:\n\n                           Ralph Lauren Home Collection, Inc.\n                           103 Foulk Road\n                           Wilmington, Delaware, 19899\n                           Attention: President\n                           Telecopier: 302.652.8667\n\n         (b)      With a courtesy copy to:\n\n                           Victor Cohen, Esq.\n                           650 Madison Avenue\n                           New York, New York 10022\n                           Telecopier: 212.318.7183\n\n         (c)      If to Company, addressed as follows:\n\n                           WestPoint Stevens, Inc.\n                           1185 Avenue of the Americas\n                           New York, New York 10036\n                           Attention: Mr. Thomas Ward\n                           Telecopier: 212.930.3876\n\n\n\n\n\n                                       27\n\n\n\n\n\n         (d)      With a courtesy copy to:\n\n                           WestPoint Stevens, Inc.\n                           1185 Avenue of the Americas\n                           New York, New York 10036\n                           Attention: Assistant General Counsel\n                           Telecopier: 212.930.3898\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         23.2. Nothing herein contained shall be construed to place Company,\nRLHC, Polo and\/or PRLC in the relationship of partners or joint venturers, and\nneither Company, RLHC, Polo nor PRLC shall have the power to obligate or bind\nany other party in any manner whatsoever, except as expressly provided herein.\n\n         23.3. None of the terms hereof can be waived or modified except by an\nexpress agreement in writing signed by the party to be charged. The failure of\neither party hereto to enforce, or the delay by either party in enforcing, any\nof its rights hereunder shall not be deemed a continuing waiver, modification\nhereof, or a waiver of any other right or remedy hereunder, and either party\nmay, within the time provided by applicable law, commence appropriate legal\nproceedings to enforce any and all such rights. All rights and remedies provided\nfor herein shall be cumulative and in addition to any other rights or remedies\nsuch parties may have at law or in equity. Either party hereto may employ any of\nthe remedies available to it with respect to any of its rights hereunder without\nprejudice to the use by it in the future of any other remedy with respect to any\nsuch rights. Except as provided herein, no person, firm or corporation, other\nthan the parties hereto, shall be deemed to have acquired any rights by reason\nof anything contained in this Agreement.\n\n         23.4. RLHC may assign all or any portion of the royalties payable to it\nhereunder, as designated by RLHC, and in addition, RLHC may assign all of its\nrights, duties and obligations hereunder to any entity to which the Licensed\nMarks, or the right to use the Licensed Marks, has been transferred, or to an\naffiliate of any such entity. The rights granted to Company are personal in\nnature, and neither this Agreement nor the sublicense may be assigned by Company\nwithout the prior written consent of RLHC, Polo and PRLC. Company may employ\nsubcontractors for the manufacture of the Licensed Products with the prior\napproval of RLHC, provided, however, that (i) Company shall not employ any\nsubcontractor for the manufacture of Licensed Products until such subcontractor\nhas executed a Trademark and Design Protection Agreement for the benefit of RLHC\nin such form as RLHC may require, (ii) Company shall maintain appropriate\nquality controls and such subcontractors shall\n\n\n\n                                       28\n\n\n\n\n\ncomply with the quality requirements of this Agreement and (iii) Company shall\nnot itself sell or otherwise dispose of, and shall be responsible for preventing\nall subcontractors from selling or otherwise disposing of, any seconds,\nirregulars or rejected merchandise except with RLHC's prior written consent.\n\n         23.5. This Agreement shall be binding upon and inure to the benefit of\nthe successors and permitted assigns of the parties hereto.\n\n         23.6. Company shall comply with all laws, rules, regulations and\nrequirements of any governmental body which may be applicable to the operations\nof Company contemplated hereby, including, without limitation, as they relate to\nthe manufacture, distribution, sale or promotion of Licensed Products,\nnotwithstanding the fact that RLHC may have approved such item or conduct.\n\n         23.7. This Agreement shall be construed in accordance with the laws of\nthe State of New York applicable to contracts made and performed therein without\nregard to principles of conflict of laws.\n\n         23.8 The parties hereby consent to the jurisdiction of the United\nStates District Court for the Southern District of New York and of any of the\ncourts of the Southern District of New York and of any of the courts of the\nState of New York located within the Southern District in any dispute arising\nunder this Agreement and agree further that service of process or notice in any\nsuch action, suit or proceeding shall be effective if in writing and delivered\nas provided in paragraph 23.1 hereof.\n\n         23.9. 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 this Agreement in any other jurisdiction.\n\n         23.10. The paragraph headings contained in this Agreement are for\nreference purposes only and shall not affect in any way the meaning or\ninterpretation of this Agreement.\n\n         23.11. This Agreement may be executed in one or more counterparts, each\nof which shall be deemed an original, but all of which together shall constitute\none and the same instrument.\n\n\n\n\n\n                                       29\n\n\n\n\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement or\ncaused the same to be executed by a duly authorized officer on the day and year\nfirst set forth above.\n\n                                    RALPH LAUREN HOME COLLECTION, INC.\n\n\n                                    By:   \/s\/ David C. Eppes\n                                            Title: Vice President\n\n\n                                    WESTPOINT STEVENS, INC.\n\n\n                                    By:    \/s\/ Thomas J. Ward\n                                            Title: President\n\n\n\n                                       30\n\n\n\n\n                                   SCHEDULE A\n                               'LICENSED PRODUCTS'\n                           (pursuant to paragraph 1.1)\n\n\n         1.  Bathroom Products consisting of:\n\n                  (a)       bath towels (non-embellished)\n                  (b)      bath sheets (non-embellished)\n                  (c)      fingertip towels (non-embellished)\n                  (d)      hand towels (non-embellished)\n                  (e)      face cloths (non-embellished)\n                  (f)      tub mats\n                  (g)      men's and women's robes made from towels, it being\n                           understood that Company's rights with respect to\n                           robes shall be non-exclusive and shall be limited to\n                           the sale of robes in the same departments of stores\n                           in which other Licensed Products are sold.\n\n         2.  Bedroom Products consisting of:\n\n                  (a)      sheets\n                  (b)      pillow cases (but not pillows)\n                  (c)      The following bedroom products to the extent they\n                           match sheets that are made under license from Polo:\n\n                           (1)      shams\n                           (2)      ruffles\n                           (3)      comforters\n                           (4)      bedspreads\n                           (5)      bed skirts\n                           (6)      night spreads\n                           (7)      comforter and blanket covers\n                           (8)      European squares\n                           (9)      valances and draperies\n                           (10)     flocked blankets\n\n\n\n                                       31\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8547,9322],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9613,9616],"class_list":["post-42470","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-polo-ralph-lauren-corp","corporate_contracts_companies-westpoint-stevens-inc","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\/42470","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=42470"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42470"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42470"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42470"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}