{"id":42473,"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-tommy-hilfiger-licensing-inc-and-novel-itc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"license-agreement-tommy-hilfiger-licensing-inc-and-novel-itc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/license-agreement-tommy-hilfiger-licensing-inc-and-novel-itc.html","title":{"rendered":"License Agreement &#8211; Tommy Hilfiger Licensing Inc. and Novel-ITC Licensing Ltd."},"content":{"rendered":"<pre>\n                           FIRST AMENDMENT TO LICENSE\n                         AGREEMENT DATED JUNE 24, 1996\n                     BETWEEN TOMMY HILFIGER LICENSING, INC.\n                        AND NOVEL-ITC LICENSING LIMITED\n\n\n\n     AGREEMENT entered into this 14\/th\/ day of September, 1998, by and between\nTOMMY HILFIGER LICENSING, INC., having an address at 913 N. Market Street,\nWilmington, Delaware 19801 (hereinafter referred to as 'Licensor') and NOVEL-ITC\nLICENSING LIMITED, having its offices at 5-1, Kita-Aoyama, 2-Chome, Minato-Ku,\nTokyo 107-77 Japan (hereinafter referred to as 'Licensee').\n\n\n                                 W I T N E S S E T H :\n\n     WHEREAS, Tommy Hilfiger Licensing, Inc. and Novel-ITC Licensing Limited,\nentered into a license agreement dated June 24, 1996; and\n\n     WHEREAS, the parties have agreed to the amendments to said agreement\ncontained herein;\n\n     NOW, THEREFORE, the parties hereto, in consideration of the mutual\nagreements herein contained and promises herein expressed, and for other good\nconsideration acknowledged by each of them to be satisfactory and adequate, do\nhereby agree as follows:\n\n     1.  Unless otherwise specified herein, all capitalized terms used herein\nshall have the meanings ascribed to them in the License Agreement.\n\n     2.  Paragraph 8.9 of the License Agreement shall be deleted in its entirety\nand replaced by the following:\n\n\n\n          '8.9  MANUFACTURE OF LICENSED PRODUCTS.\n\n               (a) For purposes of this Agreement a 'Third Party Manufacturer'\n     shall be defined as an entity or an individual which or whom Licensee or\n     any Sublicensee either hires or pays to manufacture the Licensed Products.\n     A 'subcontractor' shall be defined as an entity or an individual which or\n     whom a Third Party Manufacturer either hires or pays to perform the\n     manufacturing tasks which the Third Party Manufacturer could otherwise\n     perform itself at its own facility or through its own employees and staff.\n     A 'supplier' shall be defined as an individual or entity who produces\n     components for the Licensed Products, and provides such components to\n     manufacturer in order to assemble the finished Licensed Products.  Examples\n     of a supplier include, but are not limited to, fabric\/trim manufacturers,\n     yarn manufacturers, button manufacturers, or zipper\n\n                                       1\n\n \n     manufacturers, provided that such named manufacturers do not contribute\n     further to the manufacture of the finished Licensed Products.\n\n\n\n               (b) Licensee shall not permit Sublicensees to enter into any\n     agreement with any Third Party Manufacturer, subcontractor or supplier for\n     the manufacture of Licensed Products without the prior written consent of\n     Licensor, which consent must be obtained within three (3) months prior to\n     commencing production.  In order to maintain Licensor's high standard of\n     quality control and to insure that appropriate measures are taken against\n     counterfeiting, Licensee's notice to Licensor shall include all of the\n     following information:  (i) name and address of each proposed Third Party\n     Manufacturer, subcontractor or supplier; (ii) type of Licensed Products to\n     be manufactured; (iii)  quantity of Licensed Products to be manufactured;\n     and (iv) any other relevant information.  Licensee will also require\n     Sublicensees to obtain the signature of an authorized representative from\n     each Third Party Manufacturer, subcontractor or supplier used by\n     Sublicensee on a brief agreement, in a form prepared by Licensor,\n     designated to protect Licensor's rights in the Trademark (see Exhibit F).\n     Licensee acknowledges that it shall remain primarily liable and completely\n     obligated under all of the provisions of this Agreement in respect of such\n     subcontracting arrangements.\n\n               (c) Attached hereto as Exhibit G is Licensor's Supplier Code of\n     Conduct (the 'Code') which applies to any entity manufacturing merchandise\n     under the Tommy Hilfiger(R) label (including the components thereof).\n     Licensee shall ensure that Licensee, and all Sublicensees, Third Party\n     Manufacturers, subcontractors and suppliers comply with the terms of the\n     Code and shall evidence such compliance by, (1) upon execution of this\n     Agreement, Licensee executing the Code and having all of Licensee=s\n     Sublicensees, Third Party Manufacturers, subcontractors and suppliers\n     executed the Code in the form as attached or such other form as may be\n     provided by Company from time to time, and returning such document to\n     Licensor, and having all Sublicensees do the same with respect to each of\n     their Third Parties, and (2) publicly displaying and having all of\n     Licensee's Sublicensees, Third Party Manufacturers, subcontractors and\n     suppliers display the Code, in the most current form provided by Licensor,\n     in a clearly visible location in Licensee's manufacturing facilities (if\n     applicable) and in the manufacturing facilities of all of Licensee's\n     Sublicensees, Third Party Manufacturers, subcontractors and suppliers, and\n     having all Sublicensees require their Third Parties to do the same, at all\n     times during the term of this Agreement.\n\n               (d) Licensee acknowledges that it has in effect  (or will\n     promptly develop) and that all of its Sublicensees have in effect (or will\n     promptly develop), to the satisfaction of Licensor, a program of monitoring\n     manufacturing facilities operated by Licensee, Sublicensee, and Licensee's\n     and Sublicensee's Third Party Manufacturers, subcontractors and suppliers\n     which is sufficient to ensure their compliance with the Code and all\n     applicable state, local and foreign laws and regulations pertaining to\n     wages, overtime compensation, benefits, hours, hiring and employment,\n     workplace conditions\n\n                                       2\n\n \n     and safety, the environment, collective bargaining, freedom of association\n     and that their products or and the components thereof are made without the\n     use of child (persons under the age of 15 or younger than the age for\n     completing compulsory education, if that age is higher than 15), prison,\n     indentured, exploited bonded, forced or slave labor.  Such compliance shall\n     be evidenced by Licensee, upon execution of this Agreement, executing and\n     abiding by, and requiring all Sublicensees to execute and abide by, the\n     Certification in the form as attached hereto as Exhibit H, and executing\n     and abiding by, and requiring all Sublicensees to execute and abide by,\n     such other form as may be provided by Licensor from time to time.\n\n          (e) Within thirty (30) days after a new arrangement with a\nSublicensee, Third Party Manufacturer or subcontractor is established, Licensee\nshall inspect each of Licensee's Sublicensee, Third Party Manufacturer or\nsubcontractor and provide approval, in writing, signed by an authorized employee\nor agent of Licensee that such Sublicensee, Third Party Manufacturer or\nsubcontractor is in compliance with Paragraph 8.9(d) above, and shall obtain and\nprovide to Licensor the signature of an authorized representative from each of\nsuch parties on a Third Party Manufacturing Agreement in the form as Exhibit F\nattached hereto, or such other form as may be provided by Licensor from time to\ntime, and Licensee shall require all Sublicensees to do the same with respect to\neach of their Third Party Manufacturers and subcontractors.  Within thirty (30)\ndays after a new arrangement with a supplier is established, Licensee shall\nobtain and provide to Licensor the signature of an authorized representative\nfrom each supplier on a Certification in the form as Exhibit H attached hereto,\nor such other form as may be provided by Licensor from time to time, and\nLicensee shall require all Sublicensees to do the same with respect to each of\ntheir suppliers. In the event that Licensee has knowledge of, has reason to\nbelieve, or should have reason to know that any Sublicensee, Third Party\nManufacturer, subcontractor or supplier of Licensee is in breach of  the Third\nParty Manufacturing Agreement or Certification, or if any Sublicensee has\nknowledge of, has reason to believe, or should have known that any of its Third\nParties is in breach of the Third Party Manufacturing Agreement or\nCertification, Licensee shall immediately notify Licensor and Licensee, shall,\nat its sole expense, take, and shall require its Sublicensee to take, immediate\naction to rectify such breach, including, where Licensor deems it necessary,\nimmediate termination of Licensee's or Sublicensee=s relationship with such\nthird party. If Licensee or any Sublicensee fails to take immediate action or\nsuch action is not successful, Licensee shall  assign its rights to proceed\nagainst such Sublicensee, Third Party Manufacturer, subcontractor or supplier to\nLicensor and shall require its Sublicensee to do the same, and Licensor shall,\nat Licensee's expense, have the right to pursue all available remedies to\nprotect its rights.  Notwithstanding the foregoing,  Licensee acknowledges that\nit shall remain primarily liable and completely obligated under all of the\nprovisions of this Agreement in respect of the production of Licensed Products\nhereunder.\n\n               (f) In order to maintain Licensor's high standard of quality\n     control and to insure that appropriate measures are taken against\n     counterfeiting, Licensee shall provide notice to Licensor, on a quarterly\n     basis, including all of the following information:  (i) the name and\n     address of each Sublicensee, Third Party Manufacturer, subcontractor and\n\n                                       3\n\n \n     supplier of Licensee and any Sublicensee; (ii) the type of Licensed\n     Products manufactured by such Sublicensee, Third Party Manufacturer and\n     subcontractor;  (iii) quantity of Licensed Products to be manufactured by\n     each such entity; (iv) the type of components provided by each supplier;\n     and (iv) any other relevant information regarding all such entities.\n\n               (g) Licensee shall ensure, and will require all Sublicensees\n     shall ensure, that all merchandise manufactured hereunder shall be\n     manufactured in compliance with all federal, state and local laws which\n     pertain to the manufacture of clothing, apparel, and other merchandise\n     including the Flammable Fabrics Act, as amended, and regulations thereunder\n     and Manufacturer guarantees, that with regard to all products, fabrics or\n     related materials used in the manufacture of the Products, for which\n     flammability standards have been issued, amended or continued in effect\n     under the Flammable Fabrics Act, as amended, reasonable and representative\n     tests, as prescribed by the Consumer Product Safety Commission,  have been\n     performed which show that the Products at the time of their shipment or\n     delivery conform to the above-referenced flammability standards as are\n     applicable.\n\n               (h) All Licensed Products manufactured in the United States\n     (whether by Licensee, any Sublicensee, by Licensee's or any Sublicensee's\n     manufacturer or by manufacturers' contractors) shall be in compliance with\n     all applicable requirements of Sections 6, 7, and 12 of the Fair Labor\n     Standards Act, as amended, and all regulations and orders of the United\n     States Department of Labor under Section 14 thereof, and applicable state\n     and local laws pertaining to child labor, minimum wage and overtime\n     compensation; and, all Licensed Products manufactured outside the United\n     States, (whether by Licensee, any Sublicensee, by Licensee's or any\n     Sublicensee's manufacturer or by manufacturers' contractors) shall be\n     manufactured in compliance with the wage, overtime compensation, benefits,\n     hour, hiring and employment, workplace conditions and safety,\n     environmental, collective bargaining, freedom of association laws of the\n     country of manufacture and without the use of child (persons under the age\n     of fifteen or younger than the age for completing compulsory education, if\n     that age is higher than 15), prison, indentured, exploited bonded, forced\n     or slave labor.\n\n               (i) Licensee will require, and shall ensure that all Sublicensees\n     require, that all commercial invoices (bills of  lading) which accompany\n     all Licensed Products must include the following language (either\n     preprinted or 'stamped'):\n\n          'We hereby certify that the merchandise (including components thereof)\n          covered by this shipment was manufactured in compliance with the Tommy\n          Hilfiger Supplier Code of Conduct and: (1) if the merchandise was\n          manufactured in the United States, it was manufactured in compliance\n          with (a) sections 6, 7, and 12 of the Fair Labor Standards Act, as\n          amended and all regulations and orders of the United States Department\n          of Labor under section 14 thereof, and (b) state and\n\n                                       4\n\n \n          local laws pertaining to child labor, minimum wage and overtime\n          compensation; or (2) if the merchandise was manufactured outside the\n          United States, it was manufactured in compliance with the wage and\n          hour laws of the country of manufacture and without the use of child\n          (persons under the age of 15 or younger than the age for completing\n          compulsory education, if that age is higher than 15), prison,\n          indentured, exploited bonded, forced or slave labor.   We further\n          certify that we have in effect a program of monitoring our\n          subcontractors and suppliers and other designated contract facilities\n          which manufacture Tommy Hilfiger\/R\/ brand merchandise for compliance\n          with the foregoing. We also certify that the merchandise is in\n          compliance with all laws governing the designation of country of\n          origin and, if applicable, is being shipped under legally issued and\n          valid export license or visa.'\n\n               (j) Licensee shall not utilize or permit any Sublicensee, Third\n     Party Manufacturer, subcontractor or supplier, and shall require all\n     Sublicensees to not permit any of their Third Parties, to utilize in the\n     manufacture or treatment of any Licensed Products (including the components\n     thereof) manufactured hereunder any Azo dyes that can be split into any of\n     the following amines:\n\n\n\n\n \n                             CAS #\n                             -----\n                          \n\n4-Aminobiphenlyl              92-67-1          \n  Benzidine                   92-87-5               \n4-Chloro-o-toluidine          95-69-2     \n2-Naphthylamin                91-59-8            \no-Aminoazotoluol              97-56-3          \n2-amino-4-nitrotoluol         99-55-8     \np-Chloroaniline              106-47-8          \n2,4-Diaminoanisole           615-05-4       \n4,4'-Diaminodiphenylmethane  101-77-9  \n3,3'-Dichlorbenzidin          91-94-1      \nAminoanabenzane                        \n \n\n\n \n                                        \n                                   CAS # \n                                   -----\n                                \n   \n3,3'-Dimethoxybenzidine            119-90-4 \n3,3'-Dimethylbenzadine             119-93-7  \n3,3'-Dimethyl-                     838-88-0\n4,4'diaminodiphenylmethane        \np-Kresidin                         120-71-8        \n4,4'Methaylen-bis-(2-chloranilin)  101-14-4                 \n4,4'Oxydianiline                   101-80-4       \n4,4'Thiodianiline                  139-65-1       \no-Toluidine                         95-53-4         \n2,4-Toluylenediamine                95-80-7   \n2,4,5-Trimethylaniline             137-17-7            \no-Anisidine                        \n \n\n           (k) Licensee's use or the use by any Sublicensee, Third Party\n Manufacturer, subcontractor or supplier of the following chemicals in\n connection with the manufacturer or treatment of any Licensed Products\n (including the components thereof) manufactured hereunder, shall be in\n accordance with the following standards or such other standards Licensor may\n designate from time to time:                                     \n\n                (i) Formaldehyde: Must be less than 300 p.p.m. when tested in by\n                    ------------ \n                    the Acetylacetone method in accordance with Japanese law\n                    112.\n\n                (ii) Pentachlorophenol (Pesticides): Must be less than 5 p.p.m.\n                     ------------------------------ \n\n                                       5\n\n \n          and;  (iii)  Nickel: In the event any metal parts of a garment or\n                       ------                                              \n                 other merchandise coming into contact with the skin, contain\n                 nickel in excess of 0.5 micrograms per square\n                 centimeter\/week, Company must be so notified and special\n                 warning labels need to be attached to the garment.'\n\n     3.  Paragraph 8.11 of the License Agreement is hereby deleted in its\nentirety and is replaced by the following:\n\n\n\n          '8.11 INSPECTION OF FACILITIES. Licensee shall regularly, and not less\n          than two (2) times per year, inspect the facilities it utilizes and\n          those facilities utilized by all of Licensee's Sublicensees and Third\n          Parties for compliance with this provision and Licensee shall require\n          all Sublicensees to do the same with respect to each of their Third\n          Parties. Licensee shall take all action necessary to cure any\n          deficiencies and shall require all Sublicensees to do the same.\n          Licensee further agrees that it shall terminate and shall require any\n          Sublicensee to terminate any agreement with any third party found to\n          be in default of the terms of this provision on three (3) separate\n          inspections. Licensor and its duly authorized representatives shall\n          have the right, during normal business hours and upon reasonable\n          notice, to inspect all facilities utilized by Licensee, its\n          Sublicensees, and all of Licensee's and any Sublicensee's Third Party\n          Manufacturers, subcontractors and suppliers in connection with the\n          manufacture, sale, storage or distribution of Licensed Products, and\n          to examine (i) Licensee's manufacturing facilities, residential\n          facilities (if any) and any manufacturing and\/or residential facility\n          operated by any Sublicensees, and by any of Licensee's and\n          Sublicensee's Third Party Manufacturers or subcontractors; (ii)\n          Licensee's, any Sublicensee's, and any of Licensee's and Sublicensee's\n          Third Party Manufacturers or subcontractors books, records and\n          documents necessary to evidence such entities compliance with the Code\n          and all applicable laws, rules and regulations including, but not\n          limited to, employee wages, employee timecards, withholding rates and\n          deductions, worker's contracts and\/or agreements, any company policies\n          affecting employees, evidence of employee age, shipping documents,\n          cutting reports and other documentation relating to the manufacture\n          and shipment of the Products; and (iii) Licensee's, any Sublicensee's,\n          and any of Licensee's and Sublicensee's Third Party Manufacturer's or\n          subcontractor's books, records and documents relating to the use of\n          chemicals and dyestuffs in the fabrics, trims, garments and other\n          merchandise manufactured hereunder. For purposes of this Paragraph,\n          all such books, records and documents shall be maintained by Licensee\n          and all Sublicensees in a secure and readily accessible location for a\n          period of three (3) years from their creation.'\n\n     4.  Exhibit F, in the form as attached hereto and such other form as\nprovided by Licensor from time to time, shall be appended to the License\nAgreement.\n\n                                       6\n\n \n     5.  Exhibit G, in the form as attached hereto and such other form as\nprovided by Licensor from time to time, shall be appended to the License\nAgreement.\n\n     6.  Exhibit H, in the form as attached hereto and such other form as\nprovided by Licensor from time to time, shall be appended to the License\nAgreement.\n\n     7.  Except as modified hereby, all other paragraphs contained therein shall\nremain in full force and effect and nothing contained herein shall alter them in\nany way and are hereby in all respects ratified and confirmed.\n\n     IN WITNESS WHEREOF, Licensor and Licensee have respectively signed this\nAmendment as of the date first written above.\n\nTOMMY HILFIGER LICENSING, INC.              NOVEL-ITC LICENSING LIMITED\n\n\nBy:  \/s\/ Virginia M. Cleary                 By:  \/s\/ K. Kojima\n     --------------------------------          -------------------------------\n\nTitle:  Assistant Secretary                 Title:  President\n       ------------------------------              ---------------------------\n\nDate:  Sept. 14, 1998                       Date:  Sep. 02, 1998\n      -------------------------------              ---------------------------\n\n                                       7\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7775],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9613,9616],"class_list":["post-42473","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hilfiger-tommy-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\/42473","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=42473"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42473"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42473"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42473"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}