{"id":42475,"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-pepe-jeans2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"license-agreement-tommy-hilfiger-licensing-inc-and-pepe-jeans2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/license-agreement-tommy-hilfiger-licensing-inc-and-pepe-jeans2.html","title":{"rendered":"License Agreement – Tommy Hilfiger Licensing Inc. and Pepe Jeans London Corp."},"content":{"rendered":"\n LICENSE AGREEMENT\n\n BETWEEN\n\n TOMMY HILFIGER LICENSING, INC.\n\n AND\n\n PEPE JEANS LONDON CORPORATION\n\n\n\n\n\n\n\n ARTICLE 1. DEFINITIONS...............................................2\n 1.1 AFFILIATES OF LICENSEE....................................2\n 1.2 AGREEMENT.................................................3\n 1.3 ANNUAL PERIOD.............................................3\n 1.4 CLOSE-OUTS................................................3\n 1.5 FULL PRICE SALES..........................................3\n 1.6 GROSS SALES...............................................3\n 1.7 GUARANTEED MINIMUM ROYALTY................................3\n 1.8 INDEX.....................................................3\n 1.9 INVENTORY.................................................3\n 1.10 INVENTORY SCHEDULE........................................3\n 1.11 LABELS....................................................3\n 1.12 LICENSED PRODUCTS.........................................3\n 1.13 MANUFACTURED PRODUCTS ....................................3\n 1.14 MINIMUM SALES LEVEL.......................................3\n 1.15 NET SALES.................................................4\n 1.16 OFF-PRICE SALES...........................................4\n 1.17 PERCENTAGE ROYALTY........................................4\n 1.18 PURCHASED PRODUCTS .......................................4\n 1.19 SEASONAL COLLECTIONS......................................4\n 1.20 SECONDS...................................................4\n 1.21 TERM......................................................4\n 1.22 TERRITORY.................................................4\n 1.23 TRADE SECRETS.............................................4\n 1.24 TRADEMARK.................................................4\n\n ARTICLE 2. GRANT.....................................................4\n 2.1 LICENSE...................................................4\n 2.2 RESERVATIONS..............................................5\n 2.3 TERRITORY.................................................5\n 2.4 FIRST REFUSAL.............................................5\n 2.5 EXCLUSIVITY...............................................5\n 2.6 DEFINITIONAL DISPUTES.....................................6\n 2.7 BEST EFFORTS..............................................6\n 2.8 SHOWROOMS AND IN-STORE SHOPS..............................6\n 2.9 SALES AND DELIVERIES......................................7\n 2.10 ORGANIZATION..............................................7\n 2.11 USE OF LICENSED LEGEND....................................7\n 2.12 PURCHASE OF LICENSED PRODUCTS.............................7\n\n ARTICLE 3. TERM OF THE AGREEMENT.....................................8\n 3.1 INITIAL TERM..............................................8\n 3.2 EXTENSION.................................................8\n\n\n\n\n\n\n\n ARTICLE 4. SALES.....................................................8\n 4.1 SALES\/MARKETING AND PRODUCTION PLANS......................8\n 4.2 MINIMUM SALES LEVELS......................................9\n 4.3 CERTIFICATION.............................................9\n\n ARTICLE 5. LICENSE FEES..............................................9\n 5.1 REQUIREMENT OF ROYALTIES..................................9\n 5.2 GUARANTEED MINIMUM ROYALTY................................9\n 5.3 ACTUAL ROYALTIES.........................................10\n 5.4 ROYALTY STATEMENTS.......................................10\n 5.5 BOOKS AND RECORDS........................................11\n 5.6 TAXES....................................................11\n 5.7 UNDERPAYMENTS............................................11\n 5.8 MANNER OF PAYMENT........................................11\n 5.9 INTEREST ON LATE PAYMENTS................................11\n 5.10 NO SET-OFF...............................................12\n 5.11 PURCHASES BY LICENSOR'S FLAGSHIP STORES..................12\n 5.12 FINANCIAL STATEMENTS.....................................12\n\n ARTICLE 6. REPRESENTATIONS AND WARRANTIES...........................12\n 6.1 WARRANTIES AND REPRESENTATIONS OF LICENSOR...............12\n 6.2 WARRANTIES AND REPRESENTATIONS OF LICENSEE...............14\n\n ARTICLE 7. ADVERTISING..............................................14\n 7.1 ADVERTISING..............................................14\n 7.2 ADVERTISING EXPENDITURE..................................15\n 7.3 APPROVAL OF PACKAGING, LABELING AND ADVERTISING..........15\n 7.4 USE OF TRADEMARK ON INVOICES, ETC........................15\n 7.5 LAUNCH...................................................16\n\n ARTICLE 8. QUALITY AND STANDARDS....................................16\n 8.1 DISTINCTIVENESS AND QUALITY OF THE TRADEMARK.............16\n 8.2 SHOPS, STORES, RETAIL OUTLETS............................16\n 8.3 SAMPLES OF MANUFACTURED PRODUCTS.........................17\n 8.4 NON-CONFORMING PRODUCTS..................................17\n 8.5 APPROVALS................................................18\n 8.6 APPROVAL WITHDRAWAL......................................18\n 8.7 SAMPLES, ARTWORK AND KNOW-HOW............................18\n 8.8 CONFIDENTIALITY..........................................19\n 8.9 MANUFACTURE OF LICENSED PRODUCTS BY THIRD PARTIES........19\n 8.10 MARKING, LABELING AND PACKAGING IN ACCORDANCE\n WITH APPLICABLE LAWS.....................................20\n 8.11 DISPOSAL OF SECONDS AND CLOSE-OUTS.......................20\n 8.12 ASSISTANCE BY LICENSOR...................................21\n 8.13 MEETINGS.................................................21\n 8.14 DESIGN RIGHTS............................................21\n\n\n\n\n\n\n\n 8.15 PRICING..................................................22\n\n ARTICLE 9. THE TRADEMARK............................................22\n 9.1 RIGHTS TO THE TRADEMARK..................................22\n 9.2 PROTECTING THE TRADEMARK.................................22\n 9.3 COMPLIANCE WITH LEGAL REQUIREMENTS.......................22\n 9.4 OWNERSHIP OF COPYRIGHT...................................23\n 9.5 NOTICE OF INFRINGEMENT...................................23\n 9.6 COUNTERFEIT PROTECTION...................................23\n 9.7 USE OF OTHER TRADEMARKS..................................23\n 9.8 USE OF TRADEMARK ON INVOICES, ETC........................24\n 9.9 MONITORING...............................................24\n\n ARTICLE 10. INSOLVENCY...............................................24\n 10.1 EFFECT OF PROCEEDING IN BANKRUPTCY, ETC..................24\n 10.2 RIGHTS, PERSONAL.........................................24\n 10.3 TRUSTEE IN BANKRUPTCY....................................24\n\n ARTICLE 11. TERMINATION..............................................25\n 11.1 OTHER RIGHTS UNAFFECTED..................................25\n 11.2 TERMINATION WITHOUT NOTICE...............................25\n 11.3 TERMINATION WITH NOTICE..................................26\n 11.4 EFFECT OF TERMINATION....................................26\n 11.5 INVENTORY UPON TERMINATION...............................26\n 11.6 CONTRIBUTION FROM SEL....................................27\n 11.7 FREEDOM TO LICENSE.......................................27\n 11.8 EQUITABLE RELIEF.........................................27\n 11.9 TERMINATION WITHOUT PREJUDICE............................27\n 11.10 WAIVER...................................................27\n\n ARTICLE 12. RELATIONSHIP BETWEEN THE PARTIES.........................28\n 12.1 NO AGENCY................................................28\n\n ARTICLE 14. BENEFIT..................................................28\n 14.1 BENEFIT..................................................28\n\n ARTICLE 15. ENTIRE AGREEMENT; AMENDMENT..............................28\n 15.1 ENTIRE AGREEMENT; AMENDMENT..............................28\n\n ARTICLE 16. NON-WAIVER...............................................28\n 16.1 NON-WAIVER...............................................28\n\n ARTICLE 17. ASSIGNMENT...............................................28\n 17.1 NO ASSIGNMENT WITHOUT CONSENT............................28\n 17.2 SALE OF ASSETS...........................................29\n\n\n\n\n\n\n\n 17.3 SALE OF STOCK\/INTEREST...................................29\n 17.4 ASSIGNMENT BY LICENSOR...................................29\n\n ARTICLE 18. INDEMNIFICATION AND INSURANCE............................29\n 18.1 INDEMNIFICATION BY LICENSEE..............................29\n 18.2 NOTICE OF SUIT OR CLAIM..................................30\n 18.3 INDEMNIFICATION BY LICENSOR..............................30\n 18.4 INSURANCE................................................30\n\n ARTICLE 19. SEVERABILITY.............................................31\n 19.1 SEVERABILITY.............................................31\n\n ARTICLE 20. NOTICES..................................................31\n 20.1 NOTICES..................................................32\n\n ARTICLE 21. SUSPENSION OF OBLIGATIONS................................32\n 21.1 SUSPENSION OF OBLIGATIONS................................32\n\n ARTICLE 22. EXHIBITS.................................................33\n 22.1 EXHIBITS.................................................33\n\n ARTICLE 23. OTHER PROVISIONS.........................................33\n 23.1 HEADINGS.................................................33\n 23.2 COUNTERPARTS.............................................33\n 23.3 CONSTRUCTION.............................................33\n 23.4 JURISDICTION.............................................33\n 23.5 COMPLIANCE WITH LAWS.....................................33\n\n EXHIBITS\n EXHIBIT A..................................................TRADEMARKS\n EXHIBIT B......................................STATEMENT OF ROYALTIES\n EXHIBIT C........................................SAMPLE APPROVAL FORM\n EXHIBIT D......................................MANUFACTURER AGREEMENT\n EXHIBIT E............................................ADVERTISING FORM\n EXHIBIT F.................................................TERRITORIES\n EXHIBIT G...............................................CERTIFICATION\n\n EXHIBIT 10 (b)\n\n\n\n\n\n\n\n LICENSE AGREEMENT\n\n\n\n AGREEMENT made effective as of the 1st day of\n February, 1997, by and between TOMMY HILFIGER LICENSING, INC.,\n having an address at 913 N. Market Street, Wilmington, Delaware\n 19801 (hereinafter referred to as \"Licensor\") and Pepe Jeans\n London Corporation, a British Virgin Islands corporation,\n having its registered address at Craigmuir Chambers, P.O. Box\n 71, Road Town, Tortola, British Virgin Islands (hereinafter\n referred to as \"Licensee\").\n\n W I T N E S S E T H :\n\n WHEREAS, the TOMMY HILFIGER trademarks, as\n hereinafter defined (collectively the \"Trademark\"), are unique,\n extraordinary and have an established, outstanding reputation\n in connection with certain items of clothing and other\n products; and\n\n WHEREAS, Licensor has the right to enter into this\n Agreement; and\n\n WHEREAS, Licensee recognizes the great value and\n goodwill associated with the Trademark and that all rights to\n the Trademark and the associated goodwill belong exclusively to\n the Licensor and that the Trademark has acquired a secondary\n meaning to the public; and\n\n WHEREAS, Licensee desires to obtain an exclusive\n right to use the Trademark, on and in connection with the\n manufacture, sale and distribution of Licensed Products (as\n hereinafter defined) bearing, incorporating or otherwise\n utilizing the Trademark in the Territory; and\n\n WHEREAS, Licensor has agreed to grant to Licensee\n such license under and subject to the terms and conditions\n hereinafter set forth;\n\n NOW, THEREFORE, the parties hereto, in consideration\n of the mutual agreements herein contained and promises herein\n expressed, and for other good consideration acknowledged by\n each of them to be satisfactory and adequate, do hereby agree\n as follows:\n\n\n ARTICLE 1. DEFINITIONS\n\n Definitions. The following terms shall have the\n following meanings when used in this Agreement attached hereto:\n\n 1.1 AFFILIATES OF LICENSEE shall mean all persons\n and business entities, whether corporations, partnerships,\n joint ventures or otherwise, which now or hereafter control, or\n are owned or controlled, directly or indirectly by Licensee, or\n are under common control with Licensee.\n\n\n -2-\n\n\n\n\n\n\n\n\n 1.2 AGREEMENT shall mean this agreement.\n\n 1.3 ANNUAL PERIOD shall mean each twelve month\n period commencing on April 1 and ending on March 31, except\n that the first Annual Period shall be the period commencing on\n the date hereof and ending on March 31, 1998.\n\n 1.4 CLOSE-OUTS shall mean first quality Licensed\n Products which cannot reasonably be sold to regular customers.\n\n 1.5 FULL PRICE SALES shall mean sales of Licensed\n Products at less than * off of the standard selling price in\n the then current line sheet, as amended from time to time.\n\n 1.6 GROSS SALES shall mean the invoiced amount of\n Licensed Products shipped by Licensee before any deductions for\n discounts and returns, insurance and freight.\n\n 1.7 GUARANTEED MINIMUM ROYALTY shall mean the\n minimum royalties payable in each Annual Period as set forth in\n Article 5.2.\n\n 1.8 INDEX shall mean the Consumer Price Index for\n the United States. If publication of the Index is\n discontinued, the parties hereto shall accept comparable\n statistics for the United States as computed and published by\n an agency or a responsible financial periodical or recognized\n authority then to be selected by the parties.\n\n 1.9 INVENTORY shall mean Licensee's inventory of\n Licensed Products and of related work in progress.\n\n 1.10 INVENTORY SCHEDULE shall mean a complete and\n accurate schedule of Inventory.\n\n 1.11 LABELS shall mean all labels, tags, packaging\n material, business supplies and advertising and promotional\n materials and all other forms of identification bearing the\n Trademark.\n\n 1.12 LICENSED PRODUCTS shall mean mens and boys\n sportswear (excluding jeanswear and jeans related apparel). In\n addition, Licensed Products shall, to the extent permitted by\n Licensor from time to time, include accessories and other\n products which are produced by other licensees of Licensor.\n\n 1.13 MANUFACTURED PRODUCTS shall mean Licensed\n Products which are manufactured by or for Licensee through\n sources approved by Licensor other than Tommy Hilfiger (Eastern\n Hemisphere) Limited (\"THEH\") and Tommy Hilfiger U.S.A., Inc.\n (\"THUSA\").\n\n 1.14 MINIMUM SALES LEVEL shall mean the minimum Net\n Sales of Licensed Products during each Annual Period as set\n forth in Article 4.2.\n\n\n * This information has been omitted pursuant to a request\n for confidential treatment filed with the Securities and\n Exchange Commission.\n\n\n -3-\n\n\n\n\n\n\n\n\n 1.15 NET SALES shall mean the gross sales price of\n Licensed Products to retailers who are not Affiliates of\n Licensee, less returns actually allowed and actually received\n by Licensee, price allowances and customary and usual trade\n discounts granted. Taxes on Net Sales such as value added\n taxes or its equivalent shall be deducted and separately\n listed. No other deductions shall be taken. It is the\n intention of the parties that royalties will be based on the\n bona fide wholesale prices at which Licensee sells Licensed\n Products to independent retailers in arms' length transactions.\n In the event Licensee shall sell Licensed Products to its\n Affiliates, royalties shall be calculated on the basis of such\n a bona fide wholesale price irrespective of Licensee's internal\n accounting treatment of such sale. Licensee shall identify\n separately in the statements of operations provided to Licensor\n pursuant to Article 5.4 hereof, all sales to Affiliates.\n\n 1.16 OFF-PRICE SALES shall mean sales at * or more\n off of the standard selling price in the then current\n linesheet, as amended from time to time.\n\n 1.17 PERCENTAGE ROYALTY shall have the definition\n given that term in Article 5.3.\n\n 1.18 PURCHASED PRODUCTS shall means Licensed\n Products which are sourced through THEH or THUSA in accordance\n with Article 2.12(a).\n\n 1.19 SEASONAL COLLECTIONS shall mean at least four\n (4) collections per annum.\n\n 1.20 SECONDS shall mean damaged, imperfect, non-\n first quality or defective goods.\n\n 1.21 TERM shall mean the Initial Term as defined\n Article 3.1 and shall, if not otherwise specifically excluded,\n include all Extensions hereinafter defined in Article 3.2.\n\n 1.22 TERRITORY shall mean those countries set forth\n on Exhibit F, attached hereto.\n\n 1.23 TRADE SECRETS shall mean information including\n a formula, pattern, compilation, program, device, method,\n technique, or process, that derives independent economic value,\n actual or potential, from not being generally known to the\n public or to other persons who can obtain economic value from\n its disclosure or use; and is the subject of efforts that are\n reasonable under the circumstances to maintain its secrecy.\n\n 1.24 TRADEMARK shall mean the trademark\n registrations which are set forth in the annexed Exhibit A and\n such trademarks in classes covering the Licensed Products\n whether or not registered with the relevant authority in the\n Territory, and all combinations, forms and derivatives thereof\n which may be hereafter approved by Licensor for use by Licensee\n in connection with the Licensed Products subject to any\n conditions set forth in any written approval.\n\n\n * This information has been omitted pursuant to a request\n for confidential treatment filed with the Securities and\n Exchange Commission.\n\n\n -4-\n\n\n\n\n\n\n\n ARTICLE 2. GRANT\n\n 2.1 LICENSE. Licensor hereby grants to Licensee an\n exclusive license during the Term of the Agreement, subject to\n all of the terms and conditions contained in this Agreement to\n use the Trademark in connection with the manufacture, distribu-\n tion and sale of the Licensed Products in the Territory. Li-\n censor further grants to Licensee the right to use the Trade-\n mark, subject to Article 11.4 hereof, in connection with estab-\n lishing a subsidiary or division to be named \"Tommy Hilfiger\n Europe BV\" or such other name as may be approved by Licensor.\n Licensor and any subsidiaries or affiliated companies specifi-\n cally reserve the right to establish and offer for sale\n Licensed Products through up to * flagship retail locations\n throughout the Territory, with a maximum of * flagship loca-\n tions per city.\n\n 2.2 RESERVATIONS. The license granted in this\n Article 2 does not grant any right to Licensee to use the name\n \"TOMMY\" or \"HILFIGER\" individually or derivatives of the\n Trademark. Nothing contained in this Agreement shall be\n construed as an assignment or grant to Licensee of any right,\n title or interest in or to the Trademark, it being understood\n and acknowledged by Licensee that all rights relating thereto\n are reserved by Licensor except for the rights specifically\n granted to Licensee in this Agreement. Licensee understands\n and agrees that Licensor, and its other licensees and\n sublicensees, may manufacture or authorize third parties to\n manufacture Licensed Products in the Territory for ultimate\n sale outside of the Territory, or to manufacture and sell or\n authorize third parties to manufacture and sell products of any\n and all types and descriptions other than the Licensed Products\n in or outside the Territory. In addition, to the extent it is\n legally permissible to do so, no license is granted hereunder\n for the manufacture, sale or distribution of the Licensed\n Products to be used for publicity purposes, other than\n publicity of the Licensed Products, in combination sales,\n premiums or giveaways, or to be disposed of under or in\n connection with similar methods of merchandising, such license\n being specifically reserved for Licensor.\n\n 2.3 TERRITORY. Licensee agrees that it will neither\n export Licensed Products from the Territory nor sell same to\n any entity which it knows or has any reason to believe intend\n to export Licensed Products from the Territory. Licensee will\n use its best efforts to prohibit its customers from shipping\n Licensed Products outside of the Territory.\n\n 2.4 FIRST REFUSAL. Licensor agrees that before\n granting a license to any third party to use any of the\n Trademarks or any other Trademark similar therein for any\n products other than Licensed Products in the Territory,\n Licensor shall give written notice to Licensee of its intent to\n grant such license, and Licensee shall have the right of first\n refusal, to be asserted within thirty (30) days in writing, to\n obtain such license upon terms no less favorable than those to\n be offered to the third party. In the event that Licensor and\n Licensee fail to reach an agreement with respect to the\n proposed license, then Licensor may enter into a license with\n the third party; provided, however, that the terms and\n conditions of such license with the third party shall not be\n more favorable that those offered to Licensee.\n\n\n * This information has been omitted pursuant to a request\n for confidential treatment filed with the Securities and\n Exchange Commission.\n\n\n -5-\n\n\n\n\n\n\n\n 2.5 EXCLUSIVITY. Licensor shall not authorize third\n parties to use the Trademark in connection with the sale and\/or\n importation of the Licensed Products in the Territory during\n the Term hereof without Licensee's prior written approval, but\n Licensee acknowledges and consents to Licensor's use of the\n Trademarks in connection with the sale and\/or importation of\n Licensed Products in the Territory. Licensor hereby agrees\n that Licensee shall have the exclusive right to import into and\n resell the Licensed Products in the Territory.\n\n 2.6 DEFINITIONAL DISPUTES. Licensee acknowledges\n that due to the nature of the marketplace, the definition of\n Licensed Products may change or may not be amenable to precise\n delineation. Licensee agrees that if there is a dispute over\n the definition of Licensed Products, Licensor shall render a\n reasonable written determination which shall be conclusive and\n binding on Licensee without legal recourse.\n\n 2.7 BEST EFFORTS. At all times while this Agreement\n is in effect, Licensee shall use its best efforts to exploit\n the License granted hereunder throughout the Territory,\n including but not limited to, selling a sufficiently\n representative quantity of the Licensed Products of all styles,\n fabrications and colors; offering for sale the Licensed\n Products so that they may be sold to the consumer on a timely\n basis; maintaining a sales force sufficient to provide\n effective distribution throughout all areas of the Territory;\n and cooperating with Licensor's and any of its licensees'\n marketing, merchandising, sales and anti-counterfeiting\n programs.\n\n 2.8 SHOWROOMS AND IN-STORE SHOPS.\n\n (a) Licensee shall display the Licensed\n Products for sale in a separate showroom, designed and\n displayed in accordance with Licensor's specifications, apart\n from any showroom(s) in which Licensee or another business may\n offer other than Licensed Products for sale. Subject to prior\n approval by Licensor, Licensee may display the Trademark on\n showroom doors and office directories;\n\n (b) Licensor reserves the right to approve the\n location of Licensee's primary showroom required by Article\n 2.8(a) above; and\n\n (c) Not later than by the end of the third\n Annual Period, Licensee shall establish and display the\n Licensed Products in showrooms designed and displayed in\n accordance with Licensor's specifications, apart from any\n showroom(s) in which Licensee or another business may offer\n other than Licensed Products for sale, to be located in\n Dusseldorf, Germany; Paris, France; Madrid, Spain; London,\n England; and Amsterdam, Holland.\n\n (d) Licensee will, at Licensor's option,\n participate in any in-store shop or main floor fixturing\n program with any of Licensee's customers. To that end, to the\n extent that the same is not paid for by Licensee's customers,\n Licensee shall pay for the necessary fixturing for the display\n of the Licensed Products which shall be in keeping with the\n specifications and design of the respective shop or main floor\n fixtures.\n\n\n -6-\n\n\n\n\n\n\n\n\n (e) Not later than the end of the Initial Term,\n Licensee shall be offering for sale the Licensed Products in at\n least * retail locations (in-store shops or specialty stores)\n throughout the Territory.\n\n 2.9 SALES AND DELIVERIES. Licensee acknowledges\n that the availability and selection of styles, fabrications,\n colors and sizes are an integral part of the high reputation\n and value which the trade and consumers have come to associate\n with the Trademark. Therefore, to protect that reputation and\n value, Licensee agrees that its policy of sale, distribution,\n and exploitation shall be of a high standard and to the best\n advantage, and that the same shall in no way adversely reflect\n upon the good name, trademarks and trade names of Licensor or\n any of its programs. Licensee further agrees that it will use\n due diligence to make certain that at all times no less than *\n of the Licensed Products ordered and approved by Licensee for\n shipment are shipped timely in compliance with the shipping\n schedule recited in each order. Licensee shall at all times\n maintain a sales force for the sale of the Licensed Products\n which shall be sufficient to provide effective distribution of\n the Licensed Products throughout the entire Territory.\n\n 2.10 ORGANIZATION. Licensee shall, within thirty\n (30) days of the date hereof, establish a separate division of\n its company dedicated exclusively to the sale of Licensed\n Products throughout the Territory. In lieu of such separate\n division, Licensee may form a subsidiary company provided that\n such company shall agree in writing to be bound by all of the\n terms hereof. Licensee shall, at its sole cost and expense,\n employ a head of sales, a production manager and a production\n assistant who shall work exclusively with Licensor's\n representatives on the Licensee's business arising under this\n Agreement and shall report directly to the President of\n Licensee or his designee. Licensee shall also employ a\n \"stylist\" to work with Licensor's representatives in the design\n of the Licensed Products and to assist in product development.\n These individuals will be hired with the prior approval of\n Licensor and will be relieved of their duties under this\n Agreement at the request of Licensor. In addition, Licensee\n shall maintain a separate sales force for the sale of the\n Licensed Products. The members of such sales force may not\n sell or represent any products other than the Licensed\n Products.\n\n 2.11 USE OF LICENSED LEGEND. Licensee shall, with\n the prior written approval of Licensor, have the right to place\n the legend \"Licensed by Tommy Hilfiger Licensing, Inc.\", or\n such other legend which indicates that the Licensed Products\n were manufactured, sold and distributed under the license from\n the Licensor, on the Licensed Products and on all wrapping or\n packaging used in connection therewith, within the Territory.\n\n 2.12 PURCHASE OF LICENSED PRODUCTS.\n\n (a) Licensee hereby agrees that all Purchased\n Products shall be exclusively purchased by Licensee through\n Licensor or its designees, or any other sources approved by\n Licensor, and shall be purchased from no other source.\n Licensee shall enter into an exclusive buying office agreement\n with THEH and THUSA, for the purchases of Purchased Products.\n Pursuant to such buying office agreements, Licensee shall pay\n to THEH or THUSA a buying office commission of * \n\n\n * This information has been omitted pursuant to a request\n for confidential treatment filed with the Securities and\n Exchange Commission.\n\n\n -7-\n\n\n\n\n\n\n\n of the F.O.B. price of all Purchased Products.\n\n (b) In the event Licensee purchases Purchased\n Products (other than mens and boys sportswear) from a source\n other than Licensor or its designee, which shall in all events\n be a source approved by Licensor, Licensee shall pay to\n Licensor an administrative fee in the amount equal to * of the\n invoice price of all such Purchased Products.\n\n (c) Licensee may only source Licensed Products\n directly, without THEH or THUSA, if the type of approved\n Licensed Product is not then being sourced by THEH or THUSA.\n For example, if THEH and THUSA are, at the applicable time, not\n in the business of sourcing tailored clothing through their\n sources approved by Licensor, then Licensee may source the\n tailored clothing through its sources approved by Licensor. In\n such event, such Licensed Products shall be defined as the\n Manufactured Products and purchases of such products shall be\n excluded from any administrative fee. In no event shall\n Licensee be permitted to source Licensed Products through\n sources, or even through its own factories, which have not been\n approved by Licensor.\n\n\n ARTICLE 3. TERM OF THE AGREEMENT\n\n 3.1 INITIAL TERM. The initial term of this\n Agreement shall commence on the date hereof and shall end on\n March 31, 2002 (the \"Initial Term\").\n\n 3.2 EXTENSION. Providing that Licensee is not then\n in default and is not in default for the balance of the initial\n Term, Licensee shall have the right to extend this Agreement\n for successive five (5) year terms on six (6) months prior\n written notice to Licensor. Licensee acknowledges that the six\n (6) month period for notice is necessary in order to maintain\n the continuity of Licensor's Licensing and Marketing programs\n and the goodwill associated with the Trademark. Licensee\n agrees that \"time is of the essence\" and that Licensee's\n failure to exercise its option to renew timely shall be\n construed as a decision by Licensee that it has elected not to\n renew and shall permit Licensor to immediately replace Licensee\n by executing a new License Agreement with third parties, to\n commence after this Agreement has concluded, without any\n liability to Licensee. Expiration or termination of this\n Agreement shall not effect any obligation of Licensee to make\n payments hereunder accruing prior to such expiration or\n termination.\n\n\n ARTICLE 4. SALES\n\n 4.1 SALES\/MARKETING AND PRODUCTION PLANS. On each\n January 1 and July 1 of each Annual Period during the Term,\n Licensee will submit to Licensor, for Licensor's approval, a\n schedule showing in detail the projected sales and marketing\n plans for the Licensed Products for each of the next two\n quarterly periods. In addition, Licensee will submit to\n Licensor upon execution of the Agreement a proposed production\n calendar for the Licensed Products. Licensee will work with\n Licensor to create a production calendar for Licensed Products\n that is agreeable to both parties. \n\n\n * This information has been omitted pursuant to a request\n for confidential treatment filed with the Securities and\n Exchange Commission.\n\n\n -8-\n\n\n\n\n\n\n\n Licensee shall provide to Licensor, on a monthly basis, monthly\n wholesale bookings reports and retail selling reports.\n Licensor shall be deemed to have approved the sales and\n marketing plans unless Licensor gives Licensee written notice\n to the contrary within ten (10) days of receipt of such plans.\n\n 4.2 MINIMUM SALES LEVELS. The first bona fide\n shipment of Licensed Products to a customer of Licensee shall\n occur no later than *. In addition, during each Annual Period,\n Licensee shall be required to meet the following minimum levels\n of Net Sales of the Licensed Products (\"Minimum Sales Levels\"):\n\n Minimum Sales\n Annual Period Level \n\n First *\n Second *\n Third *\n Fourth *\n Fifth *\n each Annual Period thereafter *\n\n For purposes of calculating the Minimum Sales Level for each\n Annual Period, the Minimum Sales Level shall be calculated\n using the rate of foreign exchange in effect at the Midland\n Bank PLC at the close of business on the date of each Royalty\n or Guaranteed Minimum Royalties payment hereunder. *\n\n 4.3 CERTIFICATION. Within sixty (60) days of the\n end of each Annual Period, Licensee shall send to Licensor a\n certification by a duly authorized officer of Licensee of the\n Net Sales of Licensed Products during such Annual Period (the\n \"Certification\"). Within one hundred twenty (120) days of the\n end of each Annual Period, Licensee shall send to Licensor the\n Certification further certified by Licensee's external\n auditors.\n\n\n ARTICLE 5. LICENSE FEES\n\n 5.1 REQUIREMENT OF ROYALTIES. Except as\n specifically provided herein, all Licensed Products sold by\n Licensee, or its Affiliates or subsidiaries, require the\n payment of royalties by Licensee to Licensor as set forth in\n this Article 5.\n\n\n * This information has been omitted pursuant to a request\n for confidential treatment filed with the Securities and\n Exchange Commission.\n\n\n -9-\n\n\n\n\n\n\n\n\n 5.2 GUARANTEED MINIMUM ROYALTY.\n\n (a) In consideration of the rights granted to\n Licensee pursuant to this Agreement, Licensee shall, during\n each Annual Period or portion thereof calculated on a pro rata\n basis, during the Term, pay to Licensor the Guaranteed Minimum\n Royalties listed below, payable in quarterly installments in\n advance on the first day of each quarter during each year\n during the Term hereof, except that for the First Annual\n Period, the Guaranteed Minimum Royalties shall be paid in four\n (4) equal quarterly installments beginning on *. In the event\n that during any Annual Period, the actual payments under\n Article 5.3 hereof exceed the entire Guaranteed Minimum Royalty\n with respect to that Annual Period, no further Guaranteed\n Minimum Royalty payments need be made for such Annual Period.\n\n Guaranteed Minimum\n Annual Period Royalty\n\n First *\n Second *\n Third *\n Fourth *\n Fifth *\n each Annual Period thereafter *\n\n (b) The Guaranteed Minimum Royalty for each\n Annual Period from the Second through Fifth Annual Periods only\n shall be the greater of the amounts set forth above for such\n Annual Periods or * of the Percentage Royalty due for the\n immediately preceding Annual Period.\n\n 5.3 ACTUAL ROYALTIES. In consideration of the\n rights granted to Licensee pursuant to this Agreement, Licensee\n shall, during each Annual Period or portion thereof during the\n Term and any extension thereof, pay Licensor a royalty (the\n \"Percentage Royalty\") equal to * of Net Sales sold at Full\n Price by Licensee and * of Net Sales sold by Licensee at Off\n Price.\n\n Percentage Royalties shall be payable in quarterly\n installments on January 30, April 30, July 30 and October 30\n for the immediately preceding quarter of sale, less Guaranteed\n Minimum Royalty payments for such period. All royalties shall\n accrue upon the sale of the Licensed Products regardless of the\n time of collection by Licensee. For purposes of this Article\n 5.3, a Licensed Product shall be considered \"sold\" upon the\n date of billing, invoicing, shipping, or payment, whichever\n occurs first.\n\n\n * This information has been omitted pursuant to a request\n for confidential treatment filed with the Securities and\n Exchange Commission.\n\n\n -10-\n\n\n\n\n\n\n\n 5.4 ROYALTY STATEMENTS. Licensee will deliver to\n Licensor at the time each Percentage Royalty payment is due,\n complete and accurate statements, in the form annexed hereto as\n Exhibit B, or similar form approved for use by Licensor signed\n by a duly authorized officer of Licensee and certified by him\/\n her as accurate indicating all of the following information by\n month: (i) the total invoice price of all Licensed Products\n sold during the period covered by such percentage royalty\n payment; (ii) the amount of discounts and credits from Gross\n Sales which properly may be deducted therefrom, during said\n period; and (iii) computation of the amount of percentage\n royalty payable hereunder for said period. At least once\n annually, or more often at Licensor's request, Licensee will\n also deliver to Licensor a certification from its external\n auditors that the statement which it accompanies is in\n accordance with the requirements of this Article 5.4. Receipt\n or acceptance by Licensor of any statement furnished, or of any\n sums paid by Licensee, shall not preclude Licensor from\n questioning their correctness at any time; provided, however,\n that reports submitted by Licensee shall be binding and\n conclusive on Licensee in the event of any termination based on\n a breach by Licensee arising out of any payment or report.\n\n 5.5 BOOKS AND RECORDS. Licensee shall, at its sole\n cost and expense, maintain complete and accurate books and\n records (specifically including, without limitation, the\n originals or copies of documents supporting entries in the\n books of account) covering all transactions arising out of or\n relating to this Agreement. In addition, Licensor and its duly\n authorized representative have the right, during normal\n business hours, for the duration of this Agreement and for\n three (3) years thereafter, to examine and copy said books and\n records and all other documents and materials in the possession\n of and under the control of Licensee with respect to the\n subject matter and terms of this Agreement. In the event a\n sublicense is approved by Licensor as provided hereunder,\n Licensee shall also obtain for Licensor the right in any and\n all of such sublicenses for Licensor to similarly inspect the\n books and records of the sublicensees. The exercise by\n Licensor of any right to audit at any time or times or the\n acceptance by Licensor of any statement, or payment shall be\n without prejudice to any of Licensor's rights or remedies and\n shall not bar Licensor from thereafter disputing the accuracy\n of any payment or statement and Licensee shall remain fully\n liable for any balance due under this Agreement.\n\n 5.6 TAXES. Licensee will bear all taxes, duties and\n other governmental charges in the Territory relating to or\n arising under this Agreement, including without limitation, any\n income taxes (except withholding taxes on royalties), any stamp\n or documentary taxes or duties, turnover, sales or use taxes,\n value added taxes, excise taxes, customs or exchange control\n duties or any other charges relating to or on, any royalty\n payable by Licensee to Licensor. Licensor shall pay any income\n tax whether imposed by the laws of the United States or a\n United States state. Licensee shall obtain, at its own cost\n and expense, all licenses, Reserve Bank, Commercial Bank or\n other bank approvals, and any other documentation necessary for\n the transmission of royalties and all other payments relevant\n to Licensee's performance under this Agreement. If any tax or\n withholding is imposed on royalties, Licensee shall obtain\n certified proof of the tax payment or withholding and\n immediately transmit it to Licensor.\n\n\n -11-\n\n\n\n\n\n\n\n 5.7 UNDERPAYMENTS. If, upon any examination of\n Licensee's books and records pursuant to Article 5.5 hereof,\n Licensor shall discover any royalty underpayment by Licensee,\n Licensee will make all payments required to be made to correct\n and eliminate such underpayment within ten (10) days of\n Licensor's demand. In addition, if said examination reveals a\n royalty underpayment of * or more for any royalty period,\n Licensee will within ten (10) days of demand reimburse Licensor\n for the cost of said examination.\n\n 5.8 MANNER OF PAYMENT. All payments required by\n Licensee hereunder shall be made to Licensor in Delaware in\n U.S. Dollars, and all references to dollars throughout this\n Agreement shall mean U.S. Dollars. The amount of payment shall\n be calculated using the rate of foreign exchange in effect at\n the Midland Bank PLC at the close of business on the date of\n payment. In the event that Licensee is required to withhold\n certain amounts for payment to the appropriate governmental\n authorities, Licensee will supply to Licensor the official\n receipts evidencing payment therefor.\n\n 5.9 INTEREST ON LATE PAYMENTS. In addition to any\n other remedy available to Licensor, if any payment due under\n this Agreement is delayed for any reason, interest shall accrue\n and be payable, to the extent legally enforceable, on such\n unpaid principal amounts from and after the date on which the\n same became due, at a per annum equal to the lower of *\n percentage points above the prime rate of interest in effect,\n at the time the late payment was due, at Chase Manhattan Bank\n in New York, New York, U.S.A. and the highest rate permitted by\n law in New York. \n\n 5.10 NO SET-OFF. The obligation of Licensee to pay\n royalties hereunder shall be absolute notwithstanding any claim\n which Licensee may assert against Licensor. Licensee shall not\n have the right to set-off, compensate or make any deduction\n from such royalty payments for any reason whatsoever.\n\n 5.11 PURCHASES BY LICENSOR'S FLAGSHIP STORES.\n Beginning on the first day of each of Licensee's market periods\n (opening of each selling season), retail flagship stores in the\n Territory owned by Licensor or one of its subsidiaries or\n affiliates (the \"Flagship Stores\") may purchase Licensed\n Product at no more than the *. Licensee agrees to fill the\n orders of the Flagship Stores in at least the same manner which\n Licensee fills orders from its other customers. In addition,\n Flagship Stores may contract for special programs of Licensed\n Product at a price equal to no more than the *. No royalty or\n advertising payment shall be due on purchases of Licensed\n Product (including Closeouts, Seconds or special programs) by\n Flagship Stores and such purchases shall not be counted for\n purposes of meeting any Minimum Sales Level.\n\n 5.12 FINANCIAL STATEMENTS. Licensee shall provide\n Licensor (a) a certified, audited financial statement to be\n delivered to Licensor within five (5) months after the end of\n each fiscal year of Licensee and (b) a six (6) month interim\n unaudited financial statement to be delivered to Licensor\n within sixty (60) days after the end of the six (6) month\n period. The year end financial information must be prepared by\n a chartered accountant having no interest in Licensee's\n business and approved \n\n\n\n * This information has been omitted pursuant to a request\n for confidential treatment filed with the Securities and\n Exchange Commission.\n\n\n -12-\n\n\n\n\n\n\n\n by Licensor.\n\n\n ARTICLE 6. REPRESENTATIONS AND WARRANTIES\n\n 6.1 WARRANTIES AND REPRESENTATIONS OF LICENSOR.\n Licensor hereby represents, warrants and covenants that:\n\n (a) it has the full right, power and authority\n to enter into this Agreement and to license Licensee with\n respect to all the rights granted hereunder;\n\n (b) it is a corporation duly organized, validly\n existing and in good standing under the laws of the\n jurisdiction of its incorporation;\n\n (c) necessary corporate acts have been effected\n by it to render this Agreement valid and binding upon it; and\n\n (d) in its negotiations relative to this\n Agreement, it has not utilized the services of any finder,\n broker or agent and it owes no commissions or fees to any such\n person in relation hereto. Licensor agrees to indemnify\n Licensee against, and hold it harmless from, any and all\n liabilities (including, without limitation, reasonable\n attorneys' fees) to any person, firm or corporation claiming\n commissions or fees in connection with this Agreement or the\n transactions contemplated hereby as a result of an agreement\n with or services rendered to Licensor.\n\n 6.2 WARRANTIES AND REPRESENTATIONS OF LICENSEE.\n Licensee hereby represents, warrants and covenants that:\n\n (a) it has the full right, power and authority\n to enter into this Agreement and to perform all of its\n obligations hereunder;\n\n (b) it is financially capable of undertaking\n the business operations which it conducts and of performing its\n obligations hereunder;\n\n (c) it is a corporation duly organized, validly\n existing and in good standing under the laws of the\n jurisdiction of its incorporation;\n\n (d) all necessary corporate acts have been\n effected by it to render this Agreement valid and binding upon\n it; and\n\n (e) in its negotiations relative to this\n Agreement, it has not utilized the services of any finder,\n broker or agent and it owes no commission or fees to any such\n person in relation hereto. Licensee agrees to indemnify\n Licensor against, and hold it harmless from, any and all\n liabilities (including, without limitation, reasonable legal\n fees) to any person, firm or corporation \n\n\n -13-\n\n\n\n\n\n\n\n claiming commissions or fees in connection with this Agreement\n or the transactions contemplated hereby as a result of an\n agreement with or services rendered to Licensee.\n\n\n ARTICLE 7. ADVERTISING\n\n 7.1 ADVERTISING. All advertising and promotion in\n connection with Licensed Products, including cooperative\n advertising whereby Licensee provide their customers with a\n contribution be it in the form of actual monetary contribution,\n credit or otherwise, shall be placed with an agency approved by\n Licensor. Licensee will pay, advertising invoices directly as\n they become due. Licensee agrees to use its best efforts to\n advertise and promote the Licensed Products during each Annual\n Period in order to make the Trademark a well known name within\n the Territory and to maintain the high standards of the\n Trademark.\n\n 7.2 ADVERTISING EXPENDITURE. Licensee agrees that,\n during each of the First and Second Annual Periods, it shall\n spend the greater of * dollars or * of the actual Net Sales,\n and for each such Annual Period thereafter, shall spend the\n greater of * of the Minimum Sales Level or * of the actual Net\n Sales for each such Annual Period, for direct media advertising\n of the Licensed Products not including any cooperative\n advertising, trade shows, sampling, or any other promotional or\n sales material normally produced for the sale of the Licensed\n Products (the \"Advertising Expenditure\"). If in any Annual\n Period the Advertising Expenditure has not been made, then\n Licensee shall spend such amount for advertising within the\n first ninety (90) days of the subsequent Annual Period. If the\n Advertising Expenditure has not been expended by the end of\n said ninety (90) day period, then the amount which should have\n been expended and which was not expended shall be paid over to\n Licensor to be used by Licensor for advertising the Trademark\n provided, however, that if Advertising Expenditure has not been\n made prior to the termination of this Agreement, the unexpended\n Advertising Expenditure shall, within twenty (20) days, be paid\n over to Licensor absolutely. Proof of expenditure shall be\n submitted each quarter using the Advertising Expenditure Form\n (Exhibit E).\n\n 7.3 APPROVAL OF PACKAGING, LABELING AND ADVERTISING.\n No packaging, labeling or advertising, including cooperative\n advertising may be used without the prior written approval of\n Licensor. Before publication of any advertisement or\n promotion, Licensee shall submit every element of the\n advertisement or promotion to Licensor for approval using an\n \"Advertising Approval Form\", as provided by Licensor. Any\n approval granted hereunder shall be limited to use during the\n Seasonal Collection of the Licensed Products to which such\n advertising relates and shall be further limited to use (e.g.\n television or print) for which approval by Licensor was\n granted. Samples of initial packaging, labeling and\n advertising, and samples of any revisions, changes,\n modifications or substitutions thereof, shall be submitted to\n Licensor sufficiently far in advance to permit Licensee time\n to make such changes as Licensor shall deem necessary. All\n requests for the approval of packaging, labeling or advertising\n pursuant to this Article 7.3 shall be accompanied by at least\n two (2) samples of the object for which approval is sought.\n Licensee shall use its best efforts to ensure that all\n advertising and promotional plans used by Licensee in\n connection with the Trademark, in any \n\n\n * This information has been omitted pursuant to a request\n for confidential treatment filed with the Securities and\n Exchange Commission.\n\n\n -14-\n\n\n\n\n\n\n\n form and in any medium, shall be consistent with the prestige\n of the Trademark and the quality of the Licensed Products. All\n packaging, labeling and advertising of Licensed Products shall\n use the Trademark, but no other trademark or trade name shall\n be used except as may be required by applicable law or\n permitted by Licensor. Licensee shall not be permitted to use\n their names on the Licensed Products, packaging and other\n materials displaying the Trademark other than as specifically\n approved by Licensor. Any advertising materials provided by\n Licensor to Licensee shall be so provided at Licensee's cost\n and the price therefor shall be Licensor's cost of producing\n and providing the same.\n\n 7.4 USE OF TRADEMARK ON INVOICES, ETC. The use of\n the Trademark by Licensee on invoices, order forms, stationery\n and related matter and in advertising in telephone or other\n directory listings is permitted only upon Licensor's prior\n written approval of the format in which the Trademark is to be\n so used, the juxtaposition of the Trademark with other words\n and phrases, and the content of the copy prior to the initial\n such use of the Trademark and prior to any material change\n therein; provided, however, that each such use of the Trademark\n is only in conjunction with the manufacture, sale, distribution\n or advertisement of Licensed Products pursuant to this\n Agreement.\n\n 7.5 LAUNCH. In addition to the Advertising Payments\n required under Articles 7.1 and 7.2, Licensee agrees to host,\n at Licensee's expense, a launch event or distribute a gift\n package to the fashion and financial press and to major retail\n accounts during the initial selling season for the first\n Seasonal Collection to be sold under this Agreement. Such\n event shall be comparable to similar launch events hosted by\n Licensor's other licensees of the Trademark and shall\n reasonably reflect the prestige of the Trademark and the\n relative significance of Licensed Products to Licensor. In no\n event shall Licensee be required to spend more than * dollars\n on such launch event or gift package.\n\n\n ARTICLE 8. QUALITY AND STANDARDS\n\n 8.1 DISTINCTIVENESS AND QUALITY OF THE TRADEMARK.\n Licensee shall maintain the distinctiveness of the Trademark\n and the image and high quality of the goods and merchandise\n bearing the mark presently manufactured and sold by Licensor\n and its other licensees, and the prestigious marketing of same\n as hitherto and presently maintained by Licensor and its other\n licensees. Licensee agrees that, with respect to all Licensed\n Products manufactured or sold by it, the same will be of high\n quality as to workmanship, fit, design and materials used\n therein, and shall be at least equal in quality, workmanship,\n fit, design and material to the samples of Licensed Products\n submitted by Licensee and approved by Licensor pursuant to\n Article 8.3 hereof. All manufacturing and production shall be\n of a quality in keeping with the prestige of the Trademark. In\n addition, Licensee acknowledges that in order to preserve the\n goodwill attached to the Trademark, the Licensed Products\n should be sold at prices and terms reflecting the prestigious\n nature of the Trademark, and the reputation of the Trademark as\n appearing on goods of high quality and reasonable price, it\n being understood, however, that Licensor is not empowered to\n fix or regulate the prices for which the Licensed Products are\n to be sold, either at the wholesale or retail level.\n\n\n\n * This information has been omitted pursuant to a request\n for confidential treatment filed with the Securities and\n Exchange Commission.\n\n\n -15-\n\n\n\n\n\n\n\n 8.2 SHOPS, STORES, RETAIL OUTLETS. The Licensed\n Products sold by Licensee may be sold only to those specialty\n shops, department stores and retail outlets which carry high\n quality and prestige merchandise and whose operations are\n consistent with Licensor's reputation and its sales policies\n and with the prestige of the Trademark and only to those\n customers expressly approved by Licensor. Prior to the opening\n of each selling season (and whenever Licensee shall wish to\n sell Licensed Products to customers not previously approved by\n Licensor), Licensee shall submit a written list of the proposed\n customers to Licensor for Licensor's prior written approval,\n which approval may be given or withheld at Licensor's sole\n discretion, based upon whether it deems that the proposed\n customer shall enhance the quality and prestige of the\n Trademark. Licensor shall have the right to withdraw any such\n approval on written notice to Licensee. Licensee shall not (a)\n market or promote or seek customers for the Licensed Products\n outside of the Territory; (b) establish a branch, wholly owned\n by subsidiary, distribution or warehouse with inventories of\n Licensed Products outside of the Territory; (c) sell or\n distribute any Licensed Products to wholesalers, jobbers,\n diverters, catalog vendors or any other entity which does not\n operate retail stores exclusively; (d) sell the Licensed\n Products directly to the public in retail stores; (e) use the\n Licensed Products as giveaways, prizes or premiums, except for\n promotional programs which have received the prior written\n approval of Licensor; or (f) sell the Licensed Products to any\n third party or Affiliate of Licensee or any of its directors,\n officers, employees or any person having an equity\n participation in or any other affiliation to Licensee, without\n the prior written approval of Licensor. Licensee shall include\n and shall enforce the following as a term and condition of sale\n to all of its customers:\n\n \"Resale Restrictions. Buyer shall not directly\n or indirectly distribute, market or sell the\n Products to any party other than consumers or\n end users without obtaining the prior written\n consent of Seller.\"\n\n 8.3 SAMPLES OF MANUFACTURED PRODUCTS. Before\n Licensee shall sell or distribute any Manufactured Products in\n any Seasonal Collection, Licensee shall submit samples of each\n of such Manufactured Products to Licensor for its prior written\n approval, which approval may be withheld by Licensor in its\n sole and absolute discretion. Any such request for approval\n shall be submitted to Licensor on the form annexed hereto as\n Exhibit C. Such samples shall be submitted sufficiently far in\n advance to permit Licensee time to make such changes as\n Licensor deems necessary. Any approval given hereunder shall\n apply only to that Seasonal Collection for which it is\n submitted to Licensor. Once samples have been approved,\n Licensee will manufacture only in accordance with such approved\n samples and will not make any changes for manufacture without\n Licensor's prior written approval. All samples of Manufactured\n Products submitted to Licensor pursuant to this Article 8.3\n shall be provided at Licensee's sole cost and expense.\n Licensee shall submit to Licensor a reasonable number of\n additional samples of Manufactured Products upon Licensor's\n reasonable request. No Manufactured Products (including\n samples) shall be distributed and\/or sold by Licensee pursuant\n to this Agreement unless such Manufactured Products are in\n substantial conformity with and at least equal in quality to\n the samples previously approved by Licensor in accordance with\n this Article 8.3.\n\n 8.4 NON-CONFORMING PRODUCTS. In the event that any\n Licensed Product is, in the judgment of Licensor, not being\n manufactured, distributed or sold with first quality\n workmanship or \n\n\n -16-\n\n\n\n\n\n\n\n in strict adherence to all details and characteristics\n furnished by Licensor, Licensor shall notify Licensee of the\n specific nature of the problem in writing and Licensee shall\n promptly repair or change such Licensed Product to conform\n thereto. If a Licensed Product as repaired or changed does not\n strictly conform after Licensor's request and such strict\n conformity cannot be obtained after Licensee is given a\n reasonable opportunity to do so, Licensor may direct that the\n Trademark shall be promptly removed from the item. In such\n event, the item may be sold by Licensee, provided such miscut\n or damaged item does not contain any labels or other\n identification bearing the Trademark without Licensor's prior\n approval. Notwithstanding anything in this Article 8.4 to the\n contrary, sales of all products of Licensor's design whether or\n not bearing the Trademark, shall nonetheless be subject to\n royalty payments pursuant to Article 5 hereof. Licensor may\n purchase at Licensee's expense any Licensed Products found in\n the marketplace which, in Licensor's judgment, are inconsistent\n with approved quality standards and bill such costs to\n Licensee. Licensee must pay all royalties due on sales of\n nonconforming goods. Licensor may require Licensee to recall\n any Licensed Products not consistent with approved quality\n standards. Licensee shall use its best efforts to comply.\n\n 8.5 APPROVALS. All approvals required or permitted\n by this Agreement must be in writing from Licensor to Licensee.\n All matters requiring approval of Licensor or the exercise of\n its discretion shall be at the sole subjective discretion of\n Licensor. A submission for approval shall be deemed\n disapproved unless Licensor delivers a notice of approval\n within twenty (20) days. Licensor shall provide an explanation\n for disapprovals. Licensor has no obligation to approve,\n review or consider any item which does not strictly comply with\n the required submission procedures provided that Licensor\n designates the procedure which was not followed. Approval by\n Licensor shall not be construed as a determination that the\n approved matter complies with all applicable regulations and\n laws. No disapproved item shall be manufactured, sold, used,\n distributed or advertised. Licensee may revise any disapproved\n item and resubmit it. Licensee must strictly comply with all\n of Licensor's decisions. The parties will adjust the approval\n forms as appropriate. Upon reasonable notice, Licensor may\n withdraw approval of any previously approved item. In the\n event that it is reasonably necessary for Licensor to do on-\n site approvals, Licensee will pay any and all expenses and air-\n fare incurred by Licensor with respect to such on-site\n approvals.\n\n 8.6 APPROVAL WITHDRAWAL. If the style, appearance\n or quality of any Licensed Product ceases to be acceptable to\n Licensor, Licensor shall have the right in the exercise of its\n sole discretion to withdraw its approval of such Licensed\n Product. Upon receipt of written notice from Licensor of its\n election to withdraw such approval, Licensee shall immediately\n cease the use of the Trademark in connection with the\n promotion, advertising, sale, manufacture, distribution or use\n of such Licensed Product(s). Notice of such election by\n Licensor to withdraw approval shall not relieve Licensee from\n its obligation to pay royalties on sales of such Licensed\n Product(s) made by Licensee to the date of disapproval or\n thereafter as permitted. Licensee may, however, complete work\n in process and utilize materials on hand provided that it\n submits proof of such work in progress and fabric inventory to\n Licensor.\n\n 8.7 SAMPLES, ARTWORK AND KNOW-HOW. Licensor shall,\n at least four (4) times during each Annual Period, make\n available to Licensee certain samples, designs, colors, fabric\n\n\n -17-\n\n\n\n\n\n\n\n samples, tags, labels, packaging and artwork available to\n Licensor, and the cost of providing such materials shall be\n borne by Licensee. All right, title and interest in and to\n samples, sketches, designs, and other materials furnished to\n Licensee by Licensor, whether created by Licensor or Licensee,\n including any modifications or improvements thereof which may\n be created by Licensor, Licensee are hereby assigned to and\n shall be the sole property of Licensor as between Licensee and\n Licensor and are licensed hereunder solely and exclusively for\n use in connection with the manufacture and sale of Licensed\n Products in the Territory. Licensor may use and permit others\n to use said designs and other materials in any manner it\n desires, provided that such use does not conflict with any\n rights granted Licensee hereunder. Licensee specifically\n acknowledges that such designs and other materials may be used\n by Licensor and other licensees on Licensed Products in\n jurisdictions outside the Territory and on products other than\n Licensed Products anywhere in the world. In addition to the\n foregoing, for marketing purposes, Licensor shall, upon\n reasonable request, make available to Licensee, such of the\n following which are available to Licensor: (a) reports on\n marketing policy of Licensor; (b) reports on color, style and\n fabric trends; (c) samples of advertising materials; (d)\n display ideas; and (e) labels, hangtags and packaging.\n\n 8.8 CONFIDENTIALITY. Licensee acknowledges that it\n will receive from Licensor prints, designs, ideas, sketches,\n and other materials or Trade Secrets which Licensor intends to\n use on or in connection with lines of merchandise other than\n the Licensed Products and which have not as yet found their way\n into the channels of distribution. The parties recognize that\n these materials are valuable property of Licensor. Licensee\n acknowledges the need to preserve the confidentiality and\n secrecy of these materials and agrees to take all necessary\n steps to ensure that use by it, or by its contractors will in\n all respects preserve such confidentiality and secrecy.\n Licensee shall take all reasonable precautions to protect the\n secrecy of the materials, samples, and designs described in\n this Article 8.8 prior to their commercial distribution or the\n showing of samples for sale, and shall not sell any merchandise\n employing or adapted from any of said designs except under the\n Trademark. Licensor shall take all reasonable precautions to\n protect the secrecy of the original designs created by Licensee\n for Licensed Products prior to their advertisement, commercial\n distribution or the showing of samples for sale. Neither\n Licensor nor Licensee shall, at any time during the term of\n this Agreement, disclose or use for any purpose, other than as\n contemplated by this Agreement, any revealed or otherwise\n acquired confidential information and data relating to the\n business of the other.\n\n 8.9 MANUFACTURE OF LICENSED PRODUCTS BY THIRD\n PARTIES.\n\n (a) Licensee shall execute the attached\n Exhibit G, within thirty (30) days from execution of this\n Agreement evidencing that all Licensed Products manufactured\n hereunder (whether by Licensee, Licensee's suppliers, or any\n contract sewing shops or other designated contract facilities)\n will be manufactured in compliance with the wage and hour laws\n of the country of manufacture and without the use of child\n (under the age of 14), prison or slave labor;\n\n (b) Licensee shall not utilize any factory\n (whether operated by a third party manufacturer or a third\n party manufacturer's contract sewing shop or other designated\n contract \n\n\n -18-\n\n\n\n\n\n\n\n facility) in the manufacture of Licensed Products (including\n all components thereof) unless (a) it has been inspected and\n approved, in writing, by an authorized employee or agent of\n Licensee; (b) Exhibit G is executed by each such third party\n manufacturer or a third party manufacturer's contract sewing\n shop or other designated contract facility; and (c) Licensee\n shall obtain the signature of an authorized representative from\n each third party manufacturer used by Licensee on a brief\n agreement designated to protect Licensor's rights in the\n Trademark (see Exhibit D). Licensee acknowledges that it shall\n remain primarily liable and completely obligated under all of\n the provisions of this Agreement in respect of such\n subcontracting arrangements. \n\n (c) Licensee shall provide access to Licensor's\n representative, upon reasonable notice, to (i) Licensee's\n manufacturing facility and any manufacturing facility operated\n by any third party manufacturer or such third party\n manufacturer's contract sewing shops or other designated\n contract facilities which are utilized for all or part of the\n manufacture of Licensed Products, and (ii) all books and\n records relating to employee wages, employee timecards,\n evidence of employee age, shipping documents, cutting reports\n and other documentation relating to the manufacture and\n shipment of Licensed Products;\n\n (d) Licensee acknowledges that it has in effect\n (or will promptly develop) a program of monitoring\n manufacturing facilities either operated by third party\n manufacturers or any such third party manufacturers' contract\n sewing shops or other designated contract facilities for\n compliance with the requirements of Article 8.9(a) above; and\n\n (e) Licensee shall exercise best efforts to\n ensure that all shipping documents which accompany all Licensed\n Products include the following language (either pre-printed or\n \"stamped\"):\n\n \"We hereby certify that the merchandise covered by this\n shipment was manufactured in compliance with all\n applicable requirements of the wage and hour laws of the\n country of manufacture and without the use of child (under\n the age of 14), prison or slave labor. We further certify\n that we have in effect a program of monitoring any\n suppliers, contract sewing shops and other designated\n contract facilities which manufactured Tommy Hilfiger\n (Registered) brand merchandise for compliance with the\n requirements set forth above. We also certify that this\n shipment is in compliance with all laws applicable to the\n designation of country of origin on products, accurately\n states the country of origin on all products; the marking\n of shipments with proper country of origin and shall be\n shipped under legally issued and valid export licenses or\n visas.\"\n\n 8.10 MARKING, LABELING AND PACKAGING IN ACCORDANCE\n WITH APPLICABLE LAWS. All Licensed Products manufactured,\n distributed or sold by Licensee shall be marked, labeled,\n packaged, advertised, distributed and sold in accordance with\n this Agreement, in accordance with all applicable laws, rules\n and regulations in the Territory, and in such a manner as will\n not tend to mislead or deceive the public. At the request of\n Licensor, Licensee shall cause to be placed on all Licensed\n Products appropriate notice designating Licensor as the\n copyright or design patent owner thereof, \n\n\n -19-\n\n\n\n\n\n\n\n as the case may be.\n\n 8.11 DISPOSAL OF SECONDS AND CLOSE-OUTS.\n\n (a) Seconds. Licensee shall only sell Licensed\n Products which are Seconds in a way which shall not reduce the\n value of the Trademark or detract from its reputation and shall\n obtain the express prior written consent of Licensor with\n respect to the terms and method of such disposal. All Seconds\n approved for sale by Licensor shall be clearly marked \"Seconds\"\n or \"Irregular\". The percentage of Seconds of any of the\n Licensed Products which may be disposed of pursuant to this\n Article 8.11(a) shall not, in any event, exceed * of the total\n number of units of Licensed Products distributed or sold by\n Licensee.\n\n (b) Close-Outs. All Close-Outs shall be sold\n only with Licensor's prior written approval, which Licensor may\n withhold in its sole discretion, through retail outlets and\n traditional and accepted dealers in such merchandise and upon\n such terms and conditions as Licensee, in its reasonable\n discretion, determines appropriate and shall not be sold to any\n person which Licensee know, or have reason to know, will export\n such Close-Outs from the Territory. The percentage of Close-\n Outs of any of the Licensed Products which may be disposed of\n pursuant to this Article 8.11(b) shall not, in any event,\n exceed * of the total number of units of such Licensed Products\n distributed or sold by Licensee in each Annual Period.\n\n 8.12 ASSISTANCE BY LICENSOR. Licensee shall have\n the right to cause its personnel to reasonably visit Licensor's\n offices, factories, showroom, and other places of business, and\n also to attend Licensor's sales meetings in order to obtain\n additional know-how and assistance. The scheduling of such\n visits shall be at times mutually convenient to the parties\n hereto. In connection with such visits, Licensee shall bear\n all air-fare to and from, and subsistence expenses of\n Licensee's representatives. In the event Licensee requests Mr.\n Tommy Hilfiger or any other member(s) of Licensor's staff to\n make a personal appearance, to attend any function, to visit\n Licensee's manufacturing plants or facilities or to attend any\n design meetings, Licensee shall pay all of the reasonable\n expenses in connection therewith, including air travel and\n hotel accommodations, and other reasonable services of\n Licensor's choosing. Licensee shall reimburse Licensor for all\n reasonable expenses so incurred by Licensor at Licensee's\n request.\n\n 8.13 MEETINGS. Licensor may from time to time but\n no more than twice a year hold a meeting of Licensor's\n licensees\/distributors. Licensee agrees upon receipt of\n reasonable notice to attend any such meeting(s) at its own\n expense.\n\n 8.14 DESIGN RIGHTS. Licensee acknowledges and\n agrees that Licensor owns or shall own all design rights\n relating to the Licensed Products, regardless of whether such\n designs were created by Licensor or by or on behalf of\n Licensee. Licensee agrees to make, procure and execute all\n assignments necessary to vest ownership of design rights in\n Licensor. Licensee shall place appropriate notices, reflecting\n ownership of design rights by Licensor, on all the Licensed\n Products, packaging, tags, labels and advertising and\n promotional materials. Licensee shall not do or allow to \n\n\n\n * This information has been omitted pursuant to a request\n for confidential treatment filed with the Securities and\n Exchange Commission.\n\n\n -20-\n\n\n\n\n\n\n\n be done anything which may adversely affect any of Licensor's\n design rights. All designs used by Licensee for the Licensed\n Products shall be used exclusively for the Licensed Products\n and may not be used under any other trademark or private label\n without the prior written consent of Licensor. Licensee shall\n disclose and freely make available to Licensor any and all\n developments or improvements it may make relating to the\n Licensed Products and to their manufacture, promotion and\n sales, including, without limitation, developments and\n improvements in any machine, process or product design, that\n may be disclosed or suggested by Licensor or regarding any\n patent or trademark which Licensee is entitled to utilize.\n\n 8.15 PRICING. Licensee acknowledges that in order\n to preserve the goodwill attached to the Trademark, the\n Licensed Products should be sold at prices and terms reflecting\n the prestigious nature of the Trademark, it being understood,\n however, that Licensor is not empowered to fix or regulate the\n prices for which the Licensed Products are to be sold, either\n at the wholesale or retail level.\n\n\n ARTICLE 9. THE TRADEMARK\n\n 9.1 RIGHTS TO THE TRADEMARK. Licensee acknowledges\n the great value of the goodwill associated with the Trademark.\n Licensee will not, at any time, do, or otherwise suffer to be\n done any act or thing which may, in any way, adversely affect\n any rights of Licensor in and to the Trademark or any\n registrations thereof or which, directly or indirectly, may\n reduce the value of the Trademark or detract from its\n reputation. Nothing contained in this Agreement shall be\n construed as an assignment or grant to Licensee of any right,\n title or interest in or to the Trademark, or any of Licensor's\n other trademarks, it being understood that all rights relating\n thereto are reserved by Licensor, except for the License\n hereunder to Licensee of the right to use and utilize the\n Trademark only as specifically and expressly provided herein.\n Licensee shall not file or prosecute a trademark or service\n mark application or applications to register the Trademark in\n respect of the Licensed Products or any other goods or\n services. Licensee shall not, during the term of this\n Agreement or thereafter, (a) attack Licensor's title or right\n in and to the Trademark in any jurisdiction or attack the\n validity of this License or the Trademark or (b) contest the\n fact that Licensee's rights under this Agreement (i) are solely\n those of a manufacturer and distributor and, (ii) subject to\n the provisions of Article 11 hereof, cease upon termination of\n this Agreement. The provisions of this Article 9.1 shall\n survive the termination of this Agreement.\n\n 9.2 PROTECTING THE TRADEMARK. Licensee shall\n cooperate fully and in good faith with Licensor for the purpose\n of securing, preserving and protecting Licensor's rights in and\n to the Trademark. At the request of Licensor, Licensee shall\n execute and deliver to Licensor any and all documents and do\n all other acts and things which Licensor deems necessary or\n appropriate to make fully effective or to implement the\n provisions of this Agreement relating to the ownership or\n registration of the Trademark.\n\n 9.3 COMPLIANCE WITH LEGAL REQUIREMENTS. Licensee\n will use the Trademark in the Territory strictly in compliance\n with the legal requirements therein. Whenever any Trademark is\n used \n\n\n -21-\n\n\n\n\n\n\n\n on any item of packaging or labeling or in any advertisement,\n it must be followed, in the case of a registered trademark by\n the registration symbol, i.e., (Registered), and in the case of\n all other trademarks by the symbol TM, or other appropriate\n symbols of similar import acceptable to Licensor. Licensee\n shall duly display all other notices with respect to the\n Trademark, on the Licensed Products and otherwise, as are or\n may be required by the trademark laws and regulations\n applicable within the Territory. Upon expiration or\n termination of this Agreement for any reason whatsoever,\n Licensee will execute and deliver to Licensor any and all\n documents required by Licensor terminating any and all\n trademark registrations, Registered User agreements and other\n documents regarding this Trademark.\n\n 9.4 OWNERSHIP OF COPYRIGHT. Any copyright which may\n be created under this Agreement in any sketch, design, print,\n package, label, tag or the like designed or approved or used\n with the Trademark by Licensor will be the property of\n Licensor. Licensee will not, at any time, do, or otherwise\n suffer to be done, any act or thing which may adversely affect\n any rights of Licensor in such sketches, designs, prints,\n packages, labels, tags and the like and will, at Licensor's\n request, do all things reasonably required by Licensor to\n preserve and protect said rights.\n\n 9.5 NOTICE OF INFRINGEMENT. Licensee shall notify\n Licensor in writing of any infringement or imitation of the\n Trademark or the use by any person of any trademarks or\n tradenames confusingly similar to the Trademark promptly as\n same may come to the attention of Licensee. Licensor will\n thereupon take such action as it deems advisable for the\n protection of the Trademark and its rights therein, and\n Licensee shall assist Licensor in the prosecution of any such\n suit, as Licensor may reasonably request, at Licensor's\n expense. In no event, however, will Licensor be required to\n take any action if it deems it inadvisable to do so and\n Licensee will have no right to take any action with respect to\n the Trademark without the prior written consent of Licensor.\n In the event a third party infringes the use of the Trademark\n in the Territory on items similar to the Licensed Products,\n Licensor shall take all advisable and necessary measures to\n protect the Trademark and Licensee agrees that, at Licensor's\n request, it will pay * of the costs incurred therefor,\n including judicial expenses and legal fees.\n\n 9.6 COUNTERFEIT PROTECTION. Licensee shall use its\n best efforts to prevent counterfeiting of the Licensed\n Products. All Licensed Products shall bear and use any\n reasonable counterfeit preventive system, devices or labels\n designated by Licensor. At its option, Licensor may supply the\n system, devices or labels (provided that they are supplied on a\n timely basis), which Licensee must use and for which Licensee\n shall pay all reasonable costs in advance. \n\n 9.7 USE OF OTHER TRADEMARKS. At all times while\n this Agreement is in effect, neither Licensee, nor any company\n affiliated with Licensee, owned or controlled by Licensee,\n under common ownership with or having common stockholders as\n Licensee, in which the owner of Licensee is a partner, or in\n which Licensee is a partner, shall act as a licensee or\n distributor in the Territory of any products included in\n Article 1.12 under any name directly competitive with Licensor,\n other than \"Pepe Jeans\" and its derivatives and related\n trademarks, without the prior written approval of Licensor.\n Nothing herein is to be construed so as to prohibit Licensee\n from acting as a manufacturer only of such products under a\n name competitive with Licensor, providing that Licensee shall\n not be \n\n\n\n * This information has been omitted pursuant to a request\n for confidential treatment filed with the Securities and\n Exchange Commission.\n\n\n -22-\n\n\n\n\n\n\n\n the licensee or distributor thereof. The design and style of\n any such products or any of Licensee's private label products\n must be clearly distinguished from the Licensed Products (the\n foregoing shall be exclusive of any products previously\n designed by Licensee or any of its Affiliates pursuant to other\n license agreements in effect between Licensor and Licensee or\n any of its Affiliates). If such consent is given, unless\n prohibited by other agreements, Licensee shall provide Licensor\n with samples of any clothing products, lines or collections\n Licensee manufactures or has manufactured for it or distributed\n for it which do not bear the Trademarks. A breach of this\n clause shall constitute a violation of Licensee's obligation to\n use its best efforts to exploit this license. The design,\n merchandising, packaging, sales and display of all of\n Licensee's non-licensed products shall be separate and distinct\n from the Licensed Products. Licensee shall maintain a separate\n area for exhibition of the Licensed Products wherever the\n Licensed Products are sold.\n\n 9.8 USE OF TRADEMARK ON INVOICES, ETC. The use of\n the Trademark by Licensee on invoices, order forms, stationery\n and related materials in advertising in telephone or other\n directory listings is permitted only upon Licensor's prior\n written approval of the format in which the Trademark is to be\n so used, the juxtaposition of the Trademark with other words\n and phrases, and the content of the copy prior to the initial\n such use of the Trademark and prior to any material change\n therein; provided, however, that each such use of the Trademark\n is only in conjunction with the manufacture, sale, distribution\n or advertisement of Licensed Products pursuant to this\n Agreement.\n\n 9.9 MONITORING. Licensee shall actively monitor use\n of the Trademark by Licensee and its customers and shall use\n its best efforts to see that such use does not impair the image\n or reputation heretofore or hereafter established by Licensor\n for products bearing the Trademark; provided, however, that the\n Licensee shall have no obligation to place any unlawful\n restriction on its customers.\n\n\n ARTICLE 10. INSOLVENCY\n\n 10.1 EFFECT OF PROCEEDING IN BANKRUPTCY, ETC. If\n either party institutes for its protection or is made a\n defendant in any proceeding under bankruptcy, insolvency,\n reorganization or receivership law, or if either party is\n placed in receivership or makes an assignment for benefit of\n creditors or is unable to meet its debts in the regular course\n of business, the other party may elect to terminate this\n Agreement immediately by written notice to the other party\n without prejudice to any right or remedy the terminating party\n may have, including, but not limited to, damages for breach to\n the extent that the same may be recoverable.\n\n 10.2 RIGHTS, PERSONAL. The license and rights\n granted hereunder are personal to Licensee. No assignee for\n the benefit of creditors, receiver, trustee in bankruptcy,\n sheriff or any other officer or court charged with taking over\n custody of Licensee's assets or business, shall have any right\n to continue performance of this Agreement or to exploit or in\n any way use the Trademark if this Agreement is terminated\n pursuant to Articles 11.1 and 11.2, except as may be required\n by law.\n\n 10.3 TRUSTEE IN BANKRUPTCY. Notwithstanding the\n provisions of Article 10.2 above, \n\n\n -23-\n\n\n\n\n\n\n\n in the event that, pursuant to the applicable bankruptcy law\n (the \"Code\"), a trustee in bankruptcy, receiver or other\n comparable person, of Licensee, or Licensee, as debtor, is\n permitted to assume this Agreement and does so and, thereafter,\n desires to assign this Agreement to a third party, which\n assignment satisfies the requirements of the Code, the trustee\n or Licensee, as the case may be, shall notify Licensor of same\n in writing. Said notice shall set forth the name and address\n of the proposed assignee, the proposed consideration for the\n assignment and all other relevant details thereof. The giving\n of such notice shall be deemed to constitute an offer to\n Licensor to have this Agreement assigned to Licensor or its\n designee for such consideration, or its equivalent in money,\n and upon such terms as are specified in the notice. The\n aforesaid offer may be accepted by Licensor only by written\n notice given to the trustee or Licensee, as the case may be,\n within fifteen (15) days after Licensor's receipt of the notice\n to such party. If Licensor fails to deliver such notice within\n the said fifteen (15) days, such party may complete the\n assignment referred to in its notice, but only if such\n assignment is to the entity named in said notice and for the\n consideration and upon the terms specified therein. Nothing\n contained herein shall be deemed to preclude or impair any\n rights which Licensor may have as a creditor in any bankruptcy\n proceeding.\n\n\n ARTICLE 11. TERMINATION\n\n 11.1 OTHER RIGHTS UNAFFECTED. It is understood and\n agreed that termination by either party on any ground shall be\n without prejudice to any other remedies which the terminating\n party may have.\n\n 11.2 TERMINATION WITHOUT NOTICE. If any of the\n following grounds for termination shall occur, this Agreement\n shall thereupon forthwith terminate and come to an end without\n any need for notice from Licensor:\n\n (a) If Licensee shall make an unauthorized\n disclosure of confidential information, Trade Secrets, or\n materials given or loaned to Licensee by Licensor; \n\n (b) If Licensee institutes proceedings seeking\n relief under a bankruptcy act or any similar law, or otherwise\n violates the provisions of Article 10.1 thereof;\n\n (c) If Licensee transfers or agrees to transfer\n substantially all of its property, its shares of stock or, this\n Agreement in violation of Article 17 thereof;\n\n (d) If Licensee shall sell unapproved\n merchandise in violation of Article 8.3 hereof;\n\n (e) If Licensee shall, without the prior\n written consent of Licensor, use the Trademark in an\n unauthorized or improper manner;\n\n\n -24-\n\n\n\n\n\n\n\n (f) If Licensee shall use the Trademark in\n connection with another trademark or name; and\/or\n\n (g) If Licensee shall place or participate in\n any advertising prohibited by Article 7.\n\n 11.3 TERMINATION WITH NOTICE. If Licensee breaches\n any of its obligations under this Agreement, other than those\n specified in Article 11.2 above, Licensor may terminate this\n Agreement by giving Notice of Termination to Licensee.\n Termination will become effective automatically unless Licensee\n completely cures the breach within fifteen (15) days of the\n giving of such Notice. Termination based upon Licensee's\n failure to comply with the Minimum Sales Levels set forth in\n Article 4.2 shall become effective thirty (30) days after the\n giving of the Notice. If the notice relates to royalties or to\n product quality, pending cure Licensee shall ship no Licensed\n Products; if Licensee does ship, it shall automatically forfeit\n its right to cure and the License shall be terminated. Upon\n the giving of a Notice of Termination for the second time, for\n any reason, Licensee shall no longer have the right to cure any\n violation, and termination shall be effective upon the giving\n of the Notice.\n\n 11.4 EFFECT OF TERMINATION. On the termination of\n this Agreement for any reason whatsoever: all of the rights of\n Licensee under this Agreement shall forthwith terminate and\n immediately revert to Licensor; all royalties on sales\n theretofore made shall become immediately due and payable;\n Licensee shall forthwith discontinue all use of the Trademark,\n except that Licensee may have a period of ninety (90) days\n after such termination to consummate all sales of Licensed\n Products which were firm upon the delivery of the Inventory\n Schedule in accordance with Article 11.5 hereof and to sell the\n balance of the Inventory not purchased by Licensor, and\n royalties with respect thereto shall be due on such ninetieth\n day. Licensor shall have the right to conduct a physical\n inventory of the Licensed Products in Licensee's possession or\n control. Licensee will completely remove the Trademark from\n Licensed Products and destroy all hangtags and labeling\n attached to such Licensed Products. Licensee shall, at\n Licensee's expense, either return to Licensor all remaining\n Inventory after such ninetieth (90th) day or destroy all\n remaining Inventory under the supervision of Licensor.\n Licensee shall no longer use the Trademark, any variation,\n imitation or simulation thereof, or any Trademark similar\n thereto; Licensee shall immediately take all necessary steps to\n change its or any Affiliate's corporate name to omit any\n reference to or use of the Trademarks; Licensee will promptly\n transfer to Licensor, free of charge, all registrations,\n filings and rights with regard to the Trademark which it may\n have possessed at any time; and Licensee shall thereupon\n deliver to Licensor, free of charge, all sketches, designs,\n colors and the like in its possession or control, designed or\n approved by Licensor, and all Labels supplied by Licensor in\n Licensee's possession or control. Licensor shall have the\n option, exercisable upon notice to Licensee within thirty (30)\n days of termination, to negotiate the purchase of the Labels\n which have not been supplied by Licensor. If such negotiations\n do not result in the purchase of the Labels not supplied by\n Licensor, Licensee shall destroy the Labels under the\n supervision of Licensor, and Licensee, shall supply to Licensor\n a certificate of destruction thereof signed by a duly\n authorized officer of Licensee. \n\n 11.5 INVENTORY UPON TERMINATION. Upon the\n termination of this Agreement for any \n\n\n -25-\n\n\n\n\n\n\n\n reason whatsoever, Licensee shall immediately deliver to\n Licensor an Inventory Schedule. The Inventory Schedule shall\n be prepared as of the close of business on the date of such\n termination and shall reflect direct cost of each such item\n (not including overhead or any general or administrative\n expenses). Licensor thereupon shall have the option,\n exercisable by notice in writing delivered to Licensee within\n thirty (30) days after its receipt of the complete Inventory\n Schedule, to purchase any or all of the Inventory for an amount\n equal to the price as determined as follows: (i) as to\n Manufactured Products, the price shall be Licensee's standard\n cost (the actual manufacturing cost); and (ii) as to Purchased\n Products, the price shall be Licensee's landed costs, which\n shall, for the purposes hereof, mean the F.O.B. price together\n with customs, duties, brokerage, freight and insurance. In the\n event such notice is sent by Licensor, Licensor may collect the\n Inventory referred to therein within ninety (90) days after\n Licensor's said notice. Licensor will pay such Licensee for\n such Inventory upon such collection. In the event such notice\n is not sent, Licensee may dispose of the Licensed Products\n within ninety (90) days of the date of termination; provided,\n however, that any advertising used during such period shall be\n subject to Licensor's prior written approval and such\n disposition of the Licensed Products shall be subject to\n Licensee's obligations hereunder, including, but not limited to\n payments to be made to Licensor. At the end of such ninety\n (90) day period, any Licensed Products remaining in Licensee's\n possession shall, at the request of Licensor, be destroyed.\n\n 11.6 CONTRIBUTION FROM SEL. SEL International\n Investments Corp. (\"SEL\"), hereby agrees to make (or cause a\n subsidiary to make) capital contributions to Licensee in an\n amount equal to at least * in the aggregate, over the first\n three (3) Annual Periods. Licensee shall dedicate and,\n promptly after the receipt of any portion of such\n contributions, notify Licensor of the amount received and\n utilize the total amount of such funds received for the support\n and development of the business contemplated hereunder. \n\n 11.7 FREEDOM TO LICENSE. In the event of\n termination of this Agreement or the receipt by Licensor of a\n notice of termination from Licensee, Licensor shall be free to\n license to others the use of the Trademark in connection with\n the manufacture and sale of Licensed Products in the Territory,\n but only if the sale of such Licensed Products in the Territory\n produced pursuant to such third party agreement is prohibited\n until after the termination of this Agreement.\n\n 11.8 EQUITABLE RELIEF. Licensor and Licensee shall\n be entitled to equitable relief by way of temporary and\n permanent injunction and such other and further relief as any\n court with jurisdiction may deem just and proper.\n\n 11.9 TERMINATION WITHOUT PREJUDICE. Termination of\n this Agreement pursuant to and conditions hereof shall be\n without prejudice to the terminating party's other rights and\n remedies at law or in equity\n\n 11.10 WAIVER. It is expressly understood that under\n no circumstances shall Licensee be entitled, directly or\n indirectly, to any form of compensation or indemnity from\n Licensor as a consequence to the termination of this Agreement,\n whether as a result of the passage of time, or as the result of\n any other cause of termination referred to in this Agreement.\n Without limiting the \n\n\n\n * This information has been omitted pursuant to a request\n for confidential treatment filed with the Securities and\n Exchange Commission.\n\n\n -26-\n\n\n\n\n\n\n\n generality of the foregoing, by its execution of the present\n Agreement, Licensee hereby waives any claim which it has or\n which it may have in the future against Licensor arising from\n any alleged goodwill created by the Licensee for the benefit of\n the said parties or from the alleged creation or increase of a\n market for Licensed Products. \n\n\n ARTICLE 12. RELATIONSHIP BETWEEN THE PARTIES\n\n 12.1 NO AGENCY. Licensee shall not represent itself\n as the agent or legal representative of Licensor, Licensor's\n affiliates or Tommy Hilfiger for any purpose whatsoever and\n shall have no right to create or assume any obligation of any\n kind, express or implied, for or on behalf of them in any way\n whatsoever. Licensor shall similarly not represent itself as\n the agent or legal representative of Licensee.\n\n\n ARTICLE 13. INTENTIONALLY OMITTED\n\n\n ARTICLE 14. BENEFIT\n\n 14.1 BENEFIT. This Agreement shall inure to the\n benefit of and be binding upon the parties hereto, and, subject\n to Article 17 hereof, their successors and assigns.\n\n\n ARTICLE 15. ENTIRE AGREEMENT; AMENDMENT\n\n 15.1 ENTIRE AGREEMENT; AMENDMENT. This Agreement\n constitutes the entire agreement of the parties hereto with\n respect to the subject matter hereof and this Agreement may not\n be amended or modified, except in a writing signed by both\n parties hereto.\n\n\n ARTICLE 16. NON-WAIVER\n\n 16.1 NON-WAIVER. The failure of either party to\n enforce at any time any term, provision or condition of this\n Agreement, or to exercise any right or option herein, shall in\n no way operate as a waiver thereof, nor shall any single or\n partial exercise preclude any other right or option herein; and\n no waiver whatsoever shall be valid unless in writing, signed\n by the waiving party, and only to the extent herein set forth.\n\n\n ARTICLE 17. ASSIGNMENT\n\n 17.1 NO ASSIGNMENT WITHOUT CONSENT. The license and\n rights granted to Licensee hereunder are personal in nature,\n and Licensee may not and shall not sell, transfer, lease,\n sublicense \n\n\n -27-\n\n\n\n\n\n\n\n or assign this Agreement or its rights and interest hereunder,\n or any part hereof, by operation of law or otherwise, without\n the prior written consent of Licensor, which consent may be\n withheld by Licensor in its sole and absolute discretion,\n except that Licensee shall have the right, upon written notice\n to Licensor, to assign or sublicense this Agreement to\n Affiliates of Licensee; provided, however, that in such event\n Licensee agrees to guarantee the performance and obligations of\n such corporation, subsidiary or Affiliate under this Agreement.\n\n 17.2 SALE OF ASSETS. A sale or other transfer of\n all or substantially all of the assets of Licensee or a change\n in the control of Licensee other than as permitted under\n Article 17.1 shall be deemed an assignment of Licensee's rights\n and interests under this Agreement to which the terms and\n conditions of Article 17.1 of this Agreement shall apply.\n\n 17.3 SALE OF STOCK\/INTEREST. Any transfer, by\n operation of law or otherwise, of Licensee's interest in this\n Agreement (in whole or in part), a fifty (50%) percent or\n greater interest in one or in a series of transactions in\n Licensee (whether stock, partnership, interest or otherwise) or\n any interest directly or indirectly to a competitor of Licensor\n shall be deemed an assignment of Licensee's rights and interest\n under this Agreement to which the terms and conditions of\n Article 17.1 of this Agreement shall apply. The issuance of\n shares of stock to other than the existing shareholders or\n their affiliates is deemed to be a transfer of that stock for\n purposes of this Article. If after the date hereof, there is a\n transfer of less than a fifty (50%) percent interest in\n Licensee to a non Affiliate of Licensee, then any other\n transfer of an interest in Licensee to a non Affiliate of\n Licensee which when added to the total percentage previously\n transferred totals a transfer of greater than fifty (50%)\n percent interest of Licensee, shall be deemed an assignment of\n Licensee's interest in this Agreement within the meaning of\n this Article to which the terms and conditions of Article 20.1\n shall apply.\n\n 17.4 ASSIGNMENT BY LICENSOR. Licensor shall have a\n complete and unrestricted right to sell, transfer, lease or\n assign its rights and interests in this Agreement to any\n domestic or foreign corporation or other business entity,\n providing that such transferee agrees to be bound by all of the\n terms hereof and is the holder of the Trademark in the\n Territory. When Licensor wishes to sell, transfer, lease or\n assign its rights and interests in this Agreement, Licensor\n shall do so on notice to Licensee.\n\n\n ARTICLE 18. INDEMNIFICATION AND INSURANCE\n\n 18.1 INDEMNIFICATION BY LICENSEE. Licensee does\n hereby indemnify and hold harmless Licensor, Tommy Hilfiger,\n and their directors, officers, employees, agents, officials and\n related companies from and against any and all losses,\n liability, damages and expenses (including reasonable\n attorneys' fees and expenses) which they or any of them may\n incur or be obligated to pay in any action, claim or proceeding\n against them or any of them, for or by reason of any acts,\n whether of omission or commission, that may be committed or\n suffered by Licensee or any of their servants, agents or\n employees in connection with Licensee's performance of this\n Agreement, including but not limited to:\n\n\n\n -28-\n\n\n\n\n\n\n\n\n 18.1.1. any alleged defect in any Licensed\n Product, regardless of whether the action is based upon\n negligence or strict liability, and regardless of whether the\n alleged negligence of Licensor is characterized as \"passive\" or\n \"active\";\n\n 18.1.2. the manufacture, labeling, sale,\n distribution or advertisement of any Licensed Product by\n Licensee;\n\n 18.1.3. any violation of any warranty,\n representation or agreement made by Licensee pertaining to a\n Licensed Product;\n\n 18.1.4. the claim of any broker, finder or\n agent in connection with the making of this Agreement or any\n transactions contemplated by this Agreement.\n\n The provisions of this Article and Licensee's obligations\n hereunder shall survive any termination or rescission of this\n Agreement.\n\n 18.2 NOTICE OF SUIT OR CLAIM. Licensee shall\n promptly inform Licensor by written notice of any suit or claim\n against Licensee relating to Licensee's performance under this\n Agreement, whether such suit or claim is for personal injury,\n involves alleged defects in the Licensed Products manufactured,\n sold or distributed hereunder, or otherwise.\n\n 18.3 INDEMNIFICATION BY LICENSOR. Licensor does\n indemnify and hold harmless Licensee, against any and all\n liabilities, damages and expense (including reasonable\n attorneys' fees, costs and expenses) which Licensee may incur\n or be obligated to pay in any action or claim against Licensee\n for infringement of any other person's claimed right to use a\n trademark in the Territory, but only where such action or claim\n results from Licensee's use of the Trademark in the Territory\n in accordance with the terms of this Agreement and where\n Licensee is not at fault. Licensee shall give Licensor prompt\n written notice of any such claim or action, and thereupon\n Licensor shall undertake and conduct the defense of any suit so\n brought. It is understood, however, that if there is a dispute\n between Licensor and Licensee as to whether the suit was\n brought as a result of Licensee's failure to use the mark in\n accordance with the terms of this Agreement, Licensee may be\n required to conduct such defense unless and until it is\n determined that no such misuse of the Trademark occurred and\n that Licensee are not at fault. In the event appropriate\n action is not taken by Licensor within thirty (30) days of its\n receipt of notice from Licensee, Licensee shall have the right\n to defend such claim or action in its own name, but no\n settlement or compromise of any such claim or action may be\n made without the prior written approval of Licensor. In either\n case, Licensor and Licensee shall keep each other fully advised\n of all developments and shall cooperate fully with each other\n and in all respects in connection with any such defense is\n made. Such indemnification shall be deemed to apply solely to\n the amount of the judgment, if any, against Licensee, and sums\n paid by Licensee in connection with its defense. Such\n indemnification shall not apply to any damages sustained by\n Licensee by reason of such claimed infringement other than\n those specified above. The provisions of this Article and\n Licensor's obligations hereunder shall survive any termination\n or rescission of this Agreement.\n\n\n -29-\n\n\n\n\n\n\n\n 18.4 INSURANCE.\n\n (a) Requirements. Without limiting Licensee's\n liability pursuant to the indemnity provisions of this\n Agreement, Licensee shall maintain commercial general liability\n insurance in the amount of at least * (combined single limit\n per occurrence) with a broad form property damage liability\n coverage. This insurance shall include broad form blanket\n contractual liability, personal injury liability, advertising\n liability, products and completed operations liability. Each\n coverage shall be written on an \"occurrence\" form.\n\n (b) Theft and Destruction Coverage. Licensee\n shall purchase insurance against theft and destruction of the\n Licensed Products which shall (1) be written on an \"all risk\"\n basis; (2) provide that Licensee shall be reimbursed for loss\n in an amount equal to the manufacturer's selling price for the\n products (this may be accomplished by either a selling price\n endorsement or business interruption insurance); (3) provide\n that Licensor is added as a loss payee in respect to losses to\n Licensed Products as their interests may appear; (4) be in\n effect while goods are on premises owned, rented or controlled\n by Licensee and while in transit or storage; and (5) include a\n brand and label clause stating, among other things, that the\n insurer will pay the cost of removing Licensor's name from\n damaged merchandise and relabeling goods.\n\n (c) General Provisions. The insurance\n described in subArticles 18.4(a) and 18.4(b) shall include:\n (1) an endorsement stating that Licensor shall receive at least\n thirty (30) days written notice prior to cancellation or non-\n renewal of coverage; (2) an endorsement naming Licensor as an\n additional insured; and (3) a mutual waiver of subrogation for\n insured property losses.\n\n (d) Approved Carrier\/Policy Changes. All\n insurance shall be obtained from an insurance company approved\n by Licensor which approval shall not be unreasonably withheld.\n Licensee shall give at least thirty (30) days prior written\n notice to Licensor of the cancellation of, or any modification\n in, such insurance policy that would affect Licensor's status\n or benefits thereunder. This insurance may be obtained for\n Licensor by Licensee in conjunction with a policy which covers\n products other than the Licensed Products.\n\n (e) Evidence of Coverage. No later than thirty\n (30) days from the effective date hereof, Licensee shall\n furnish to Licensor evidence, in form and substance\n satisfactory to Licensor, of the maintenance and renewal of the\n required insurance including, but not limited to, copies of\n policies with applicable riders and endorsements, and\n certificates of insurance.\n\n (f) Territory. The insurance set forth in this\n Section must cover all countries in the Territory in which\n Licensee sells or manufactures Licensed Products.\n\n\n ARTICLE 19. SEVERABILITY\n\n 19.1 SEVERABILITY. If any provision or any portion\n of any provision of this Agreement \n\n\n * This information has been omitted pursuant to a request\n for confidential treatment filed with the Securities and\n Exchange Commission.\n\n\n -30-\n\n\n\n\n\n\n\n shall be construed to be illegal, invalid, or unenforceable,\n such shall be deemed stricken and deleted from this Agreement\n to the same extent and effect as if never incorporated herein,\n but all other provisions of this Agreement and any remaining\n portion of any provision which is not deemed illegal, invalid\n or unenforceable in part shall continue in full force and\n effect.\n\n\n ARTICLE 20. NOTICES\n\n 20.1 NOTICES. All reports, approvals and notices\n required or permitted to be given under this Agreement shall,\n unless specifically provided otherwise in this Agreement, be\n deemed to have been given if personally delivered or if mailed\n by certified or registered mail, \n\n if to Licensor, to: TOMMY HILFIGER LICENSING, INC.\n 913 N. Market Street\n Wilmington, Delaware 19801\n\n Attention: Mr. Joel Horowitz\n President\n\n Copy to: Steven R. Gursky, Esq.\n Gursky & Associates, P.C.\n 21 East 40th Street\n New York, New York 10016\n\n\n and if to Licensee, to: PEPE JEANS LONDON CORPORATION\n 11 Lower Square\n Old Isleworth\n Middlesex\n United Kingdom TW76BN\n\n Attention: Sydney R. Neil\n Group Chief Financial Officer\n\n The parties may change their address for receipt of notices at\n any time upon notice to the other party.\n\n\n ARTICLE 21. SUSPENSION OF OBLIGATIONS\n\n 21.1 SUSPENSION OF OBLIGATIONS. If Licensee shall\n be prevented from performing any of its obligations because of\n governmental regulation or order, or by strike, civil unrest or\n war, declared or undeclared, or other calamities such as fire,\n flood, hurricane, tornado, earthquake, or similar acts of God,\n or because of other similar or dissimilar cause beyond the\n control of Licensee, \n\n\n -31-\n\n\n\n\n\n\n\n Licensee's obligations shall be suspended during the period of\n such conditions. If such condition continues for a period of\n more than sixty (60) days, Licensor shall have the right to\n terminate this Agreement. If the act of force majeure consists\n of a fire, flood, hurricane, tornado, earthquake or nuclear war\n and if the act prevents Licensee from manufacturing and\/or\n timely delivering the Licensed Products, whether due to an\n inability to obtain fabric or other materials, destruction of\n manufacturing facilities, inability to deliver finished\n product, or otherwise, Licensee shall have a period of not to\n exceed ninety (90) days to find alternate sources and Licensee\n shall advise Licensor on a weekly basis of the progress it has\n made in that regard. If, in Licensor's reasonable opinion,\n Licensee shall fail to diligently proceed to obtain alternate\n sources, or if the condition shall continue to exist for a\n period of ninety (90) days, Licensor shall have the right to\n terminate this Agreement.\n\n\n ARTICLE 22. EXHIBITS\n\n 22.1 EXHIBITS. All Exhibits are incorporated into\n this Agreement. The forms of Licensor may be revised by\n Licensor at any time.\n\n\n ARTICLE 23. OTHER PROVISIONS\n\n 23.1 HEADINGS. The headings of the Articles and\n Articles of this Agreement are for convenience only and in no\n way limit or affect the terms or conditions of this Agreement.\n\n 23.2 COUNTERPARTS. This Agreement may be executed\n in two (2) or more counterparts, each of which shall be deemed\n an original, but all of which together shall constitute one and\n the same instrument.\n\n 23.3 CONSTRUCTION. This Agreement shall be\n interpreted and construed in accordance with the laws of the\n State of New York with the same force and effect as if fully\n executed and to be performed therein.\n\n 23.4 JURISDICTION. The parties hereby consent to\n the jurisdiction of the United States District Court for the\n Southern District of New York and of any of the courts of the\n State of New York in any dispute arising under this Agreement\n and agree further that service of process or notice in any such\n action, suit or proceeding shall be effective if in writing and\n delivered in person or sent as provided in Article 20.1 hereof.\n\n 23.5 COMPLIANCE WITH LAWS. Licensee shall comply\n with all laws, rules, regulations and requirements of any\n governmental body which may be applicable to the operations of\n Licensee contemplated hereby, including, without limitation, as\n they relate to the manufacture, distribution, sale or promotion\n of Licensed Products, notwithstanding the fact that the\n Licensor may have approved \n\n\n -32-\n\n\n\n\n\n\n\n such item or conduct.\n\n IN WITNESS WHEREOF, the parties have executed this\n Agreement.\n\n TOMMY HILFIGER LICENSING, INC.\n\n\n\n By: \/s\/ Virginia M. Cleary \n\n Title: Assistant Secretary \n\n\n\n PEPE JEANS LONDON CORPORATION\n\n\n\n By: \/s\/ Lawrence S. Stroll \n\n Title: Group CEO \n\n\n\n SEL INTERNATIONAL INVESTMENTS CORP.,\n as to Article 11.6 only\n\n\n\n By: \/s\/ Lawrence S. Stroll \n\n Title: Director \n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n -33-\n\n\n\n\n\n\n\n TOMMY HILFIGER LICENSING, INC.\n TRADEMARK REGISTRATIONS\n IN CLASS 25\n\n REGISTRATION\/\n COUNTRY TRADEMARK APPLICATION NUMBER\n\n Austria TOMMY HILFIGER 131.765\n\n FLAG LOGO DESIGN 131.766\n\n CREST DESIGN 137.606\n\n TOMMY JEANS 144.359\n\n \n\n Benelux\n (Belgium, Holland,\n Luxembourg) TOMMY HILFIGER 426,561\n 429,870\n 426,561\n 587,912\n 524,087\n\n FLAG LOGO DESIGN 425,504\n G\/M91341-2\/AUD\n 525,311\n\n CREST DESIGN 492,977\n 542,161\n\n TOMMY JEANS 504,923\n 551,020\n \n\n Czech Republic TOMMY HILFIGER 170820\n\n FLAG LOGO DESIGN 170821\n\n CREST DESIGN 171263\n\n TOMMY JEANS 173586\n\n\n\n\n\n\n\n REGISTRATION\/\n COUNTRY TRADEMARK APPLICATION NUMBER\n\n Denmark TOMMY HILFIGER VR01.175-1988\n VR04.173-1988\n\n FLAG LOGO DESIGN VR07.690-1989\n\n CREST DESIGN VR08.882-1991\n \n\n Finland TOMMY HILFIGER 102733\n 104075\n 134970\n\n FLAG LOGO DESIGN 107592\n 4074\/95\n\n CREST DESIGN 120879\n\n TOMMY JEANS 126874\n \n\n France TOMMY HILFIGER 1.362.238\n 1.460.956\n\n FLAG LOGO DESIGN w\/\n words \"TOMMY HILFIGER\" 93.470.085\n\n FLAG LOGO DESIGN 1.460.958\n\n CREST DESIGN 1.659.719\n\n TOMMY JEANS 1.688.331\n \n\n Germany TOMMY HILFIGER 1109376\n 1161454\n 39522688.0\n 2.061.836\n\n FLAG LOGO DESIGN w\/\n words \"TOMMY HILFIGER\" 39523559.6\n\n FLAG LOGO DESIGN 1161455\n\n\n\n\n\n\n\n REGISTRATION\/\n COUNTRY TRADEMARK APPLICATION NUMBER\n\n Germany (ctd.) CREST DESIGN 2008483\n\n TOMMY JEANS H66049\/25W2\n \n\n Greece TOMMY HILFIGER 83.364\n 89.451\n\n FLAG LOGO DESIGN w\/\n words \"TOMMY HILFIGER\" 118.811\n\n FLAG LOGO DESIGN 89.449\n\n CREST DESIGN 103.364\n\n TOMMY JEANS 105.727\n \n\n Hungary TOMMY HILFIGER H133030\n\n FLAG LOGO DESIGN H133031\n\n CREST DESIGN H133029\n\n TOMMY JEANS H133898\n \n\n Iceland TOMMY HILFIGER 601\/1991\n\n FLAG LOGO DESIGN 600\/1991\n\n CREST DESIGN 598\/1991\n\n TOMMY JEANS 1186\/1991\n \n\n Ireland TOMMY HILFIGER 122464\n\n FLAG LOGO DESIGN 158780\n\n\n\n\n\n\n\n REGISTRATION\/\n COUNTRY TRADEMARK APPLICATION NUMBER\n\n CREST DESIGN 143279\n\n TOMMY JEANS 148793\n \n\n Israel TOMMY HILFIGER 79086\n\n FLAG LOGO DESIGN 79085\n\n CREST DESIGN 79088\n\n TOMMY JEANS 80839\n \n\n Italy TOMMY HILFIGER 470291\n 506426\n\n FLAG LOGO DESIGN 506424\n MI94C000342\n\n CREST DESIGN 622481\n\n TOMMY JEANS 626341\n \n\n Norway TOMMY HILFIGER 132363\n\n FLAG LOGO DESIGN 136584\n\n CREST DESIGN 157091\n\n TOMMY JEANS 154338\n \n\n Poland TOMMY HILFIGER 72050\n\n FLAG LOGO DESIGN 73614\n\n CREST DESIGN 73615\n\n TOMMY JEANS 75145\n c;\n\n\n\n\n\n\n\n REGISTRATION\/\n COUNTRY TRADEMARK APPLICATION NUMBER\n\n Portugal TOMMY HILFIGER 237882\n\n FLAG LOGO DESIGN 241862\n 301840\n\n CREST DESIGN 271390\n\n TOMMY JEANS 276421\n \n\n Slovenia TOMMY HILFIGER 9180345\n\n FLAG LOGO DESIGN w\/\n words \"TOMMY HILFIGER\" 9180346\n\n CREST DESIGN 9180344\n\n TOMMY JEANS 9181742\n \n\n Spain TOMMY HILFIGER 1.148.653\/8\n\n FLAG LOGO DESIGN w\/\n words \"TOMMY HILFIGER\" 01.773.419\/1\n\n FLAG LOGO DESIGN 01.729.292\/1\n\n CREST DESIGN 1.618.567\n\n TOMMY JEANS 1.654.164\n \n\n Sweden TOMMY HILFIGER 207346\n 258267\n\n FLAG LOGO DESIGN 211267\n 265070\n 257924\n\n CREST DESIGN 235386\n\n TOMMY JEANS 247080\n\n\n\n\n\n\n\n REGISTRATION\/\n COUNTRY TRADEMARK APPLICATION NUMBER\n\n Switzerland TOMMY HILFIGER 384775\n 384754\n\n FLAG LOGO DESIGN 384808\n 430951\n\n CREST DESIGN 1431\/96\n 388767\n 1431\/96\n\n TOMMY JEANS 392373\n \n\n Ukraine TOMMY HILFIGER 94061933\/T\n\n FLAG LOGO DESIGN 94061934\/T\n\n CREST DESIGN 94061935\/T\n\n TOMMY JEANS 94061937\/T\n \n\n United Kingdom TOMMY HILFIGER 1576084\n (England, Northern 1300553\n Ireland, Scotland, Wales)\n FLAG LOGO DESIGN w\/ 2021519\n words \"TOMMY HILFIGER\" 1297398\n\n TOMMY JEANS 1473971\n \n\n CMT (COMMUNITY TRADEMARK APPLICATIONS)\n\n TOMMY HILFIGER NOT YET PROVIDED\n FLAG LOGO DESIGN w\/words \"TOMMY HILFIGER\" NOT YET PROVIDED\n FLAG LOGO DESIGN NOT YET PROVIDED\n CREST DESIGN NOT YET PROVIDED\n TOMMY JEANS NOT YET PROVIDED\n\n\n\n\n\n\n\n\n EXHIBIT A\n\n\n\n\n\n\n\n TOMMY HILFIGER LICENSING, INC. STATEMENT OF ROYALTIES\n\n FOR______________TO______________19__\n (QUARTER)\n\n\n LICENSEE NAME_________________________\n\n LICENSEE ADDRESS______________________\n\n ______________________________________\n\n LICENSEE PRODUCT(S)___________________\n\n<\/pre>\n
\n ———————————————————————————————————————-
\n
\n CUSTOMER INVOICE ITEM UNIT NUMBER GROSS LESS LESS LESS NET SALES NET ROYALTY
\n NAME NUMBER STYLE NO. WHOLESALE SOLD ALLOWANCES MARKDOWNS TRADE RETURNS AMOUNT
\n PRICE DISCOUNTS
\n DISCOUNTS
\n ———————————————————————————————————————-<\/p>\n ———————————————————————————————————————-
\n ———————————————————————————————————————-
\n TOTALS<\/p>\n
SEND STATEMENT TO: TOMMY HILFIGER LICENSING, INC. I CERTIFY THAT THE
\n 913 N. Market Street ABOVE IS ACCURATE
\n Wilmington, Delaware 19801
\n U.S.A.
\n SIGNATURE<\/p>\n
<\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/table>\n
EXHIBIT B<\/p>\n
TOMMY HILFIGER LICENSING, INC. Page______ of ________
\n Date__________________<\/p>\n
FORM MUST BE SUBMITTED COMPLETE SUBMIT TO THE ATTENTION OF:
\n TOMMY HILFIGER LICENSING, INC.
\n 25 WEST 39TH STREET
\n NEW YORK, NEW YORK 10018<\/p>\n
SAMPLE APPROVAL FORM
\n (ALL SAMPLES SUBMITTED FOR APPROVAL MUST BE IN CORRECT FABRIC)<\/p>\n
NAME OF LICENSEE ________________________________________________________<\/p>\n
LICENSED PRODUCT ________________________________________________________<\/p>\n
LICENSEE’S ADDRESS ______________________________________________________<\/p>\n
SEASON ____________ STYLE NUMBER ______________ FABRICATION ____________<\/p>\n
WHOLESALE PRICE _________________ COLORS ______________________________<\/p>\n
SIZES ___________________________ FACTORY ______________________________<\/p>\n
START TAKING ORDERS ____________________ END TAKING ORDERS _____________<\/p>\n
START SHIP _____________________________ END SHIP ______________________<\/p>\n
APPROVED ___________________ DISAPPROVED __________________<\/p>\n
COMMENTS ________________________________________________________________<\/p>\n
_________________________________________________________________________<\/p>\n
_________________________________________________________________________<\/p>\n
______________________________ ______________________________
\n SIGNATURE OF LICENSEE SIGNATURE OF LICENSOR<\/p>\n
DATE RETURNED TO LICENSEE ______________________________________<\/p>\n
EXHIBIT C<\/p>\n
THIRD PARTY
\n MANUFACTURING
\n AGREEMENT<\/p>\n
THIS AGREEMENT made this ___ day of ________ 1996, by
\n and between ____________________________________, a
\n ____________ corporation, having an office at _________________
\n ____________________________________ (hereinafter referred to
\n as the “Company”) and __________________ having an office at
\n ______________________________________ (hereinafter referred to
\n as the “Manufacturer”).<\/p>\n
W I T N E S S E T H :<\/p>\n
WHEREAS the Manufacturer is engaged in the
\n manufacture of garments and\/or other items of apparel;<\/p>\n
WHEREAS, the Company wishes to contract with the
\n Manufacturer for manufacture of certain garments and\/or other
\n items of apparel from time to time, which garments and\/or other
\n items of apparel (the “Products”) will bear the trademark Tommy
\n Hilfiger, the trade name Tommy Hilfiger, all related logos,
\n crests, emblems or symbols, and all combinations, form and
\n derivatives thereof as are from time to time used by the
\n Company or any of its affiliates, whether registered or
\n unregistered as shown in the attached Exhibit A (the
\n “Trademarks”); and<\/p>\n
WHEREAS, the Company has been licensed by Tommy
\n Hilfiger Licensing, Inc. (“THLI”), a Delaware corporation, to
\n use the Marks. THLI is the owner of all rights, title and
\n interests in and to the Trademarks.<\/p>\n
NOW, THEREFORE, in consideration of the mutual
\n covenants herein contained, the parties hereby agree as
\n follows:<\/p>\n
1. THE PRODUCTS. Company and THLI have created
\n certain designs and patterns from which the Manufacturer will
\n create three dimensional samples. The Company shall advise the
\n Manufacturer if the samples meet the Company’s quality
\n requirement within twenty-one (21) days of receipt. The
\n Manufacturer shall make any modifications to the samples as
\n required by the Company. Samples accepted by the Company shall
\n be designated as prototypes for the purposes of this Agreement.<\/p>\n
2. TERM.<\/p>\n
(a) The term of this Agreement shall be for ____
\n (__) year(s) commencing on the ____ day of __________, 1996 and
\n terminating on the ____ day of __________________.<\/p>\n
EXHIBIT D<\/p>\n
(b) In the event that the Manufacturer shall have
\n faithfully performed each and every obligation of this
\n Agreement during the Term referred to in Article 2(a) above,
\n then this Agreement shall automatically renew from month to
\n month commencing immediately upon expiration of the term,
\n unless either party has given the other thirty (30) days
\n written notice of its intention to terminate the Agreement.<\/p>\n
3. MANUFACTURE.<\/p>\n
(a) Manufacturer shall only produce the specific
\n number of products as requested by the Company and at no time
\n shall produce excess goods or overruns. Manufacturer shall not
\n sell any products bearing the Trademarks to any third parties
\n without the express written consent of the Company.<\/p>\n
(b) Manufacturer shall manufacture the Products and
\n Packaging to conform in quality and specifications to the
\n prototypes as defined in Article 1 above and as outlined in the
\n Quality Assurance Manual developed by the Company.<\/p>\n
(c) All Products and Packaging manufactured by
\n Manufacturer shall be delivered to locations specified by the
\n Company or directly to the Company, whichever the Company may
\n direct.<\/p>\n
(d) Manufacturer shall not enter into any agreement
\n with any third party for the manufacture of the Products
\n without the prior written consent of the Company, which consent
\n may be withheld in the Company’s sole discretion. In order to
\n maintain the Company’s high standard of quality control and to
\n insure that appropriate measures are taken against
\n counterfeiting, the Manufacturer will advise the Company of the
\n following information prior to obtaining the Company’s written
\n consent: (i) name and address of each proposed manufacturer;
\n (ii) type and style of the Products to be manufactured; (iii)
\n quantity of the Products to be manufactured; and (iv) any other
\n relevant information. The Manufacturer will also obtain the
\n signature of an authorized representative from each third
\n party manufacturer approved by the Company on an agreement, in
\n a form substantially similar to this Agreement, designated to
\n protect the THLI’s rights in the Trademarks. The Manufacturer
\n acknowledges that it shall remain primarily liable and
\n completely obligated under all of the provisions of this
\n Agreement in respect of such subcontracting arrangement.<\/p>\n
(e) Manufacturer shall adhere to all federal, state
\n and local laws which pertain to the manufacture of clothing and
\n apparel, including the Flammable Fabrics Act, as amended, and
\n regulations thereunder and Manufacturer guarantees, that with
\n regard to all products, fabrics or related materials used for
\n the manufacture of the Products, which are to be sold by the
\n Company for which flammability standards have been issued,
\n amended or continued in effect under the Flammable Fabrics Act,
\n as amended, reasonable and representative tests, as prescribed
\n by the Consumer Product Safety Commission have been performed
\n which show that the Products at the time of their shipment or
\n delivery conform to the above-referenced flammability standards
\n as are applicable.<\/p>\n
EXHIBIT D<\/p>\n
4. INSPECTION.<\/p>\n
(a) Company shall have the right to send any
\n representative or agent to inspect Manufacturer’s premises or
\n its subcontractors’ premises to the extent the Manufacturer may
\n have subcontractors as provided in 3(c) above.<\/p>\n
(b) Such rights of inspection shall include the
\n right to inspect, test, and take samples of the Products,
\n whether finished or semi-finished, at any time during the
\n manufacturing process.<\/p>\n
(c) Company shall have the right to reject any
\n Products or Packaging as not meeting the standards described in
\n Article 1 above.<\/p>\n
(d) Manufacturer shall not have the right to sell or
\n otherwise distribute any rejected Products or Packaging. All
\n such products shall be destroyed according to methods and
\n procedures provided by the Company.<\/p>\n
5. NOTICES.<\/p>\n
(a) Manufacturer warrants and represents that the
\n Trademarks will appear on all of the Products in the manner set
\n forth in the attached Exhibit A. The Trademarks shall appear
\n on the Packaging in the form shown in Exhibit A.<\/p>\n
(b) No other trademarks or notices shall appear on
\n Products or Packaging without the Company’s prior written
\n consent in each instance.<\/p>\n
6. USE OF TRADEMARKS.<\/p>\n
(a) Manufacturer shall not at any time use, promote,
\n advertise, display or otherwise commercialize the Trademarks or
\n any material utilizing or reproducing the Trademarks in a
\n manner that will adversely affect any rights of ownership of
\n the Company therein or in a manner that would derogate or
\n detract from its repute. Manufacturer shall not use the
\n Trademarks, in any manner whatsoever (including, without
\n limitation, for advertising, promotion and publicity purposes),
\n without obtaining the prior written approval of the Company.<\/p>\n
(b) The Trademarks shall be used in the form as
\n shown in attached Exhibit A.<\/p>\n
(c) The Company assumes no liability to Manufacturer
\n or third parties with respect to Manufacturer’s use of the
\n Trademarks other than in strict conformity with the
\n specifications set forth in this Agreement.<\/p>\n
(d) Manufacturer’s use of the Trademarks on the
\n Products and\/or Packaging shall <\/p>\n
EXHIBIT D<\/p>\n
inure to the benefit of the Company. Manufacturer shall take
\n any and all steps required by the Company and the law to
\n perfect the Company’s rights therein.<\/p>\n
7. PROPERTY OF OWNER.<\/p>\n
(a) Manufacturer recognizes the great value of the
\n goodwill associated with the Trademarks and the identification
\n of the Products with the Trademarks and acknowledges that the
\n Trademarks and all rights therein and goodwill pertaining
\n thereto belong exclusively to the Company. Manufacturer
\n further recognizes and acknowledges that a breach by
\n Manufacturer of any of its covenants, agreements or other
\n undertakings hereunder will cause the Company irreparable
\n damage, which cannot be adequately remedied in damages in an
\n action at law, and may, in addition thereto, constitute an
\n infringement of the Company’s rights in the Trademarks, thereby
\n entitling the Company to equitable remedies, costs and
\n reasonable attorney’s fees.<\/p>\n
(b) To the extent any rights in and to the
\n Trademarks are deemed to accrue to Manufacturer, Manufacturer
\n hereby assigns any and all such rights, at such time as they
\n may be deemed to accrue, including the related goodwill, to the
\n Company.<\/p>\n
(c) Manufacturer shall (i) never challenge the
\n validity or the Company’s ownership of the Trademarks or any
\n application for registration thereof, or any trademark
\n registration thereof and (ii) never contest the fact that
\n Manufacturer’s rights under this Agreement are solely those of
\n a manufacturer and terminate upon expiration or termination of
\n this Agreement. Manufacturer shall, at any time, whether
\n during or after the term of the Agreement, execute any
\n documents reasonably requested by the Company to confirm the
\n Company’s ownership rights. All rights in the Trademarks other
\n than those specifically granted herein are reserved by the
\n Company for its own use and benefit.<\/p>\n
(d) Without limiting the generality of any other
\n provision of this Agreement, Manufacturer shall not (i) use the
\n Trademarks, in whole or in part, as a corporate or trade name
\n or (ii) join any name or names with the Trademarks so as to
\n form a new trademark. Manufacturer agrees not to register, or
\n attempt to register, the Trademarks in its own name or any
\n other name, anywhere in the world.<\/p>\n
(e) All provisions of this Article shall survive the
\n expiration or termination of this Agreement.<\/p>\n
8. TRADEMARK PROTECTION.<\/p>\n
(a) In the event that Manufacturer learns of any
\n infringement or imitation of the Trademarks or of any use by
\n any person or entity of a trademark similar to the Trademarks,
\n it shall promptly notify the Company. The Company thereupon
\n shall take such action as it deems advisable for the protection
\n of its rights in and to the Trademark and, if requested to do
\n so by the Company, Manufacturer shall cooperate with the
\n Company in all respects. In no event, however, shall the
\n Company be required to take any action if it deems it
\n inadvisable to do so.<\/p>\n
EXHIBIT D<\/p>\n
(b) Company shall have the right to defend, at its
\n cost and expense, and with counsel of its own choice, any
\n action or proceeding brought against Manufacturer for alleged
\n trademark infringement arising out of Manufacturer’s use of the
\n Trademarks in accordance with the provisions of this Agreement.<\/p>\n
(c) Manufacturer shall cooperate with the Company in
\n the execution, filing and prosecution of any trademark,
\n copyright or design patent applications that the Company may
\n desire to file and for that purpose Manufacturer shall supply
\n to the Company from time to time such samples as may be
\n reasonably required.<\/p>\n
(d) All provisions of this Article shall survive the
\n expiration or termination of this Agreement.<\/p>\n
9. TRANSSHIPMENT. Manufacturer hereby acknowledges
\n the Company’s strict policy against transshipment of the
\n Products. Transshipment includes any products sewn or
\n otherwise manufactured in one country and then shipped to the
\n United States with a second company’s “country of origin”
\n labels and export licenses to avoid adverse trade restrictions
\n and import quotas. Transshipment can involve both the raw
\n materials used to manufacture the Products and the finished
\n Products. The Manufacturer further acknowledges that
\n transshipment in any form violates U.S. federal law and the
\n Company reserves the right to immediately terminate this
\n agreement according to the terms contained herein, upon receipt
\n of proof of transshipment of the Products by the Manufacturer. <\/p>\n
10. SECONDS, THIRDS OR EXCESS GOODS. Manufacturer
\n shall not have the right to sell any Products or Packaging
\n which are determined to be seconds, thirds or are in excess of
\n the amount of the products requested by the Company. All
\n seconds or excess products, including trims, shall be purchased
\n by the Company at the reasonable fair market price.
\n Manufacturer shall not have the right to sell any thirds, which
\n shall be destroyed by Manufacturer, who shall supply a
\n Certificate of Destruction to the Company. The Company shall
\n have the right to inspect any seconds or excess products to
\n ensure that they comply with the terms of this Agreement.<\/p>\n
11. STOLEN GOODS OR DAMAGED GOODS. Manufacturer
\n will provide the Company with immediate notice of any stolen
\n Products or damaged Products including Products that are in
\n production. With regard to damaged Products (i.e., Thirds),
\n Manufacturer shall not have the right to sell any damaged
\n Products and all damaged Products (i.e., Thirds) will be
\n destroyed by the Manufacturer. With regard to stolen Products,
\n Manufacturer shall cooperate with the Company with respect to
\n any action regarding the stolen Products.<\/p>\n
12. DESIGN OWNERSHIP. All rights, including without
\n limitation, copyright, trade secret and design patent, to
\n designs for the Products including, without limitation,
\n artwork, prints patterns, package designs, labels advertising
\n or promotional materials or any other designs using or used on
\n or affixed thereto, and to any package design, bearing the
\n Trademarks shall be the property of the Company. All Products
\n manufactured from designs submitted by Manufacturer and
\n approved by the <\/p>\n
EXHIBIT D<\/p>\n
Company, shall bear the Trademarks.<\/p>\n
13. CONFIDENTIALITY. During the term of this
\n Agreement and thereafter, each party shall keep strictly secret
\n and confidential any and all information acquired from the
\n other party hereto or its designee and shall take all necessary
\n precautions to prevent unauthorized disclosure of such
\n information. The Manufacturer acknowledges that it will
\n receive from the Company prints, designs, ideas, sketches, and
\n other materials which the Company intends to use on or in
\n connection with lines of merchandise which have not yet been
\n put into the channels of distribution. The parties recognize
\n that these materials are valuable property of the Company. The
\n Manufacturer acknowledges the need to preserve the
\n confidentiality and secrecy of these materials and agrees to
\n take all necessary steps to ensure that use by it or by its
\n employees and\/or agents will in all respects preserve such
\n confidentiality and secrecy. The Manufacturer shall take all
\n reasonable precautions to protect the secrecy of the materials,
\n samples, and designs prior to their commercial distribution or
\n the showing of samples for sale, and shall not manufacture any
\n merchandise employing or adapted from any of said designs
\n except for the Company or its affiliates or designees.<\/p>\n
14. FORCE MAJEURE.<\/p>\n
(a) No failure or omission by either of the parties
\n to perform any of its obligations under this Agreement shall be
\n deemed a breach of this Agreement if such failure or omission
\n is the result of acts of God, war, riot, accidents, compliance
\n with any action or restriction of any government or agency
\n thereof, strikes or labor disputes, inability to obtain
\n suitable raw materials, fuel, power or transportation, or any
\n other factor or circumstance beyond the control of the party,
\n which is not attributable to the negligence of such party.<\/p>\n
(b) Any suspension of performance by reason of this
\n Article shall be limited to the period during which such cause
\n of failure exists, but such suspension shall not affect the
\n running of the term of this Agreement. However, if the
\n suspension of performance by reason of this Article exceeds six
\n months, either party may give written notice of termination of
\n this Agreement.<\/p>\n
15. MANUFACTURER’S WARRANTIES AND REPRESENTATIONS.<\/p>\n
Manufacturer warrants and represents that:<\/p>\n
(a) It has and will have throughout the Term of this
\n Agreement, the full power, authority and legal right to execute
\n and deliver, and to perform fully and in accordance with all of
\n the terms of, this Agreement.<\/p>\n
(b) The entering of this Agreement by Manufacturer
\n does not violate any agreements, rights or obligations existing
\n between Manufacturer and any other person, entity, or
\n corporation.<\/p>\n
(c) It is not engaged in and will not engage in any
\n activities which are in violation of <\/p>\n
EXHIBIT D<\/p>\n
any applicable Domestic, Foreign or International Laws, Rules
\n or Regulations, including without limitation Laws, Rules or
\n Regulations governing labor, the environment, the sale of
\n goods, U.S. Customs Laws or illegal transshipment. The Company
\n maintains a policy against engaging in any illegal activities
\n and will not buy or sell products provided throughout the use
\n of any unlawful or unethical practices.<\/p>\n
16. THE COMPANY’S WARRANTIES AND REPRESENTATIONS.<\/p>\n
Company warrants and represents that:<\/p>\n
(a) It has, and will have throughout the Term of
\n this Agreement, the right to authorize use of the Trademark to
\n Manufacturer in accordance with the terms and provisions of
\n this Agreement; and<\/p>\n
(b) The entering of this Agreement by the Company
\n does not violate any agreements, rights or obligations existing
\n between the Company and any other person, entity, or
\n corporation.<\/p>\n
17. INDEMNIFICATIONS.<\/p>\n
(a) Company hereby indemnifies Manufacturer and
\n shall hold it harmless from any loss, liability, damage, cost
\n or expense (including reasonable attorneys fees) arising out of
\n any claims or suits which may be brought against Manufacturer
\n by reason of the breach by the Company of the warranties or
\n representations as set forth in Article 16, provided that
\n Manufacturer gives prompt written notice, and full cooperation
\n and assistance to the Company relative to any such claim or
\n suit, and that the Company shall have the option to undertake
\n and conduct the defense of any suit so brought. The
\n Manufacturer shall cooperate fully in all respects with the
\n Company in the conduct and defense of said suit and\/or
\n proceedings.<\/p>\n
(b) Manufacturer indemnifies and agrees to hold the
\n Company harmless from any loss, liability, damage, cost or
\n expense (including reasonable attorneys fees), arising out of
\n (i) any claims or suits by reason of any unauthorized use by
\n Manufacturer in connection with the Products or the Trademarks
\n covered by this Agreement; (ii) Manufacturer’s non-compliance
\n with any applicable federal, state, or local law or with any
\n other applicable governmental regulations; and (iii) any
\n alleged defects and or inherent dangers in Products or use
\n thereof.<\/p>\n
18. TERMINATION.<\/p>\n
(a) Company shall have the right to terminate this
\n Agreement, if Manufacturer breaches any of its obligations
\n under this Agreement or such other occurrences as outlined
\n below.<\/p>\n
(i) If any governmental agency or other body or
\n office or official vested with <\/p>\n
EXHIBIT D<\/p>\n
appropriate authority finds that the Products are
\n harmful or defective in any way, manner or form,
\n or are being sold or distributed in contravention of
\n applicable laws and regulations or in a manner likely
\n to cause harm; or<\/p>\n
(ii) If Manufacturer manufactures the Products
\n without the prior written approval of the Company as
\n provided herein or in direct contradiction to the
\n Purchase Order; or<\/p>\n
(iii) If Manufacturer is unable to pay its debts
\n when due, or makes any assignment for the benefit of
\n creditors, or files any petition under the bankruptcy
\n or insolvency laws of any jurisdiction, country or
\n place, or has or suffers a receiver or trustee to be
\n appointed for its business or property, or is
\n adjudicated a bankrupt or an insolvent; or<\/p>\n
(iv) If Manufacturer fails to make timely delivery
\n of the Products.<\/p>\n
(b) In the event any of these defaults occur, the
\n Company shall give notice of termination in writing to
\n Manufacturer by certified mail. The Manufacturer shall have
\n ten (10) days from the date of giving notice in which to
\n correct any of these defaults or at the Owner’s sole
\n discretion, Manufacturer may be given additional time to
\n correct such defaults and failing such, this Agreement shall
\n thereupon immediately terminate.<\/p>\n
19. ACTS UPON EXPIRATION OR TERMINATION AT THIS
\n AGREEMENT.<\/p>\n
(a) Upon and after the expiration or termination of
\n this Agreement, Manufacturer agrees not to make reference in
\n its advertising or its business materials as having been
\n formerly associated with the Company or the Trademarks.<\/p>\n
(b) Upon and after the expiration or termination of
\n this Agreement, all rights granted to Manufacturer hereunder
\n shall forthwith revert to the Company, who shall be free to
\n transfer any and all rights to others to use the Trademarks in
\n connection with the manufacture of the Products.<\/p>\n
(c) Upon and after the expiration or termination of
\n this Agreement, Manufacturer and its Affiliates will refrain
\n from further use of the Trademarks or any further reference to
\n it, directly or indirectly, or of anything confusingly similar
\n thereto, in connection with the manufacture or sale of any
\n products. Additionally, all sketches, patterns, prototypes,
\n samples or other materials relating to the Products shall be
\n returned by Manufacturer to the Company.<\/p>\n
(d) In the event of expiration or termination of
\n this Agreement, as herein provided, with the exception of the
\n Products which Manufacturer must ship to satisfy any unfilled,
\n confirmed orders for the current season it had received prior
\n to said expiration or termination, the Company shall have the
\n prior right and option to purchase any or all of the Products
\n and Packaging Materials, as then in Manufacturer’s possession
\n or carried on its books of account. Upon such termination or <\/p>\n
EXHIBIT D<\/p>\n
expiration Manufacturer shall immediately cause physical
\n inventories to be taken of (i) Products on hand; (ii) Products
\n in the process of manufacture; and (iii) all Packaging
\n Materials, which inventories shall be reduced to writing and a
\n copy thereof shall be delivered to Company not later than
\n fifteen (15) days from such termination or expiration. Written
\n notice of the taking of each inventory shall be given the
\n Company at least forty-eight (48) hours prior thereto. The
\n Company shall have the right to be present at such physical
\n inventory or to take its own inventory, and to exercise all
\n rights it has available with respect to the examination of
\n Manufacturer’s books and records. If Manufacturer does not
\n allow the Company to take such inventory it shall have no right
\n to sell the remaining Products as provided in Article 19(f)
\n below.<\/p>\n
(e) Manufacturer recognizes that any sale of the
\n Products upon termination or expiration, would cause
\n irreparable damage to the prestige of the Company and to the
\n Trademark, and to the goodwill pertaining thereto.<\/p>\n
(f) Upon expiration or termination of this
\n Agreement, Manufacturer shall cease the manufacture of
\n Products. All the Products set forth on the inventories
\n referred to in subdivision (i) and (ii) of Article 19(f) which
\n are not purchased by the Company pursuant to such Article may
\n be sold subject to the Company’s prior right to approve the
\n customers and the terms and conditions of each sale. Such sale
\n shall otherwise be strictly in accordance with the terms,
\n covenants and conditions of this Agreement as though the
\n Agreement had not expired or terminated.<\/p>\n
20. NOTICES. All notices which either party hereto
\n is required or may desire to give shall be given by addressing
\n the same to the address hereinafter in this Article, or at such
\n other address as may be designated in writing by any party in a
\n notice to the other given in the manner prescribed in this
\n Article. All such notices shall be sufficiently given when
\n mailed by registered or certified mail. The address to which
\n any such notices, shall be given are the following:<\/p>\n
TO COMPANY: TO MANUFACTURER:<\/p>\n
ATTENTION: ATTENTION:<\/p>\n
21. NO PARTNERSHIP, ETC. This Agreement does not
\n constitute and shall not be construed to create a partnership
\n or joint venture between the Company and Manufacturer. Neither
\n party shall have any right to obligate or bind the other party
\n in any manner whatsoever, and nothing herein contained shall
\n give, or is intended to give, any rights of any kind to any
\n third persons.<\/p>\n
22. NON-ASSIGNABILITY, ETC. This Agreement shall
\n bind and inure to the benefit of the Company and its successors
\n and assigns. This Agreement is personal to Manufacturer, and
\n Manufacturer shall not franchise its rights hereunder and
\n neither this Agreement nor any of the rights <\/p>\n
EXHIBIT D<\/p>\n
of Manufacturer hereunder shall be sold, transferred or
\n assigned by Manufacturer and no rights hereunder shall devolve
\n by operation of law or otherwise upon any receiver, liquidator,
\n trustee or other party.<\/p>\n
23. SEVERABILITY. If any provision or any portion
\n of any provision of this Agreement shall be construed to be
\n illegal, invalid, or unenforceable, such shall be deemed
\n stricken and deleted from this Agreement to the same extent and
\n effect as if never incorporated herein, but all other
\n provisions of this Agreement and remaining portion of any
\n provision which is not found to be illegal, invalid or
\n unenforceable in part shall continue in full force and effect.<\/p>\n
24. HEADINGS. The headings of the Articles of this
\n Agreement are for convenience only and shall in no way limit or
\n affect the term or conditions of this Agreement.<\/p>\n
25. COUNTERPARTS. This Agreement may be executed in
\n two (2) or more counterparts, each of which shall be deemed an
\n original, but all of which together shall constitute one and
\n the same instrument.<\/p>\n
26. CONSTRUCTION. This Agreement shall be construed
\n in accordance with the laws of the State of New York of the
\n United States of America.<\/p>\n
27. WAIVER, MODIFICATION, ETC. No waiver,
\n modification or cancellation of any term or condition of this
\n Agreement shall be effective unless executed in writing by the
\n party charged therewith. No written waiver shall excuse the
\n performance of any acts other than those specifically referred
\n to herein. The fact that the Company has not previously
\n insisted upon Manufacturer expressly complying with any
\n provision of this Agreement shall not be deemed to be a waiver
\n of the Company’s future right to require compliance in respect
\n thereof and Manufacturer specifically acknowledges and agrees
\n that the prior forbearance in respect of any act, term or
\n condition shall not prevent the Company from subsequently
\n requiring full and complete compliance thereafter.<\/p>\n
Continued…<\/p>\n
EXHIBIT D<\/p>\n
28. JURISDICTION. In the event that a court action
\n becomes necessary the Company and Manufacturer consent to the
\n jurisdiction of the courts of the State of New York, including
\n all New York Courts and all Federal Courts of the State of New
\n York.<\/p>\n
IN WITNESS WHEREOF, the parties hereto have signed
\n this Agreement as of the date first written above.<\/p>\n
COMPANY: MANUFACTURER:<\/p>\n
By: By: <\/p>\n
Name: Name: <\/p>\n
Title: Title: <\/p>\n
EXHIBIT D<\/p>\n
TOMMY HILFIGER LICENSING, INC. PAGE______ OF ______
\n DATE________________<\/p>\n
FORM MUST BE SUBMITTED COMPLETED SUBMIT TO THE ATTENTION OF:
\n TOMMY HILFIGER LICENSING, INC.
\n 913 N. MARKET STREET
\n WILMINGTON, DELAWARE 19801<\/p>\n
NAME OF LICENSEE_________________________________________________________<\/p>\n
LICENSED
\n PRODUCT__________________________________________________________________<\/p>\n
LICENSEE’S
\n ADDRESS__________________________________________________________________<\/p>\n
EXPENDITURES REFLECT THE PERIOD _____ \/ _____ \/ _____ TO _____ \/_____ \/
\n _____, ALL TEARSHEETS AND ADVERTISING BILLS MUST ACCOMPANY THIS FORM.<\/p>\n
DATE OF PUBLICATION OF DOLLAR AMOUNT
\n ADVERTISING TYPE OF ADVERTISING LICENSEE SPENT<\/p>\n
________________________________________________________________________<\/p>\n
________________________________________________________________________<\/p>\n
________________________________________________________________________<\/p>\n
________________________________________________________________________<\/p>\n
________________________________________________________________________<\/p>\n
________________________________________________________________________<\/p>\n
________________________________________________________________________<\/p>\n
________________________________________________________________________<\/p>\n
EXHIBIT E<\/p>\n
TERRITORY<\/p>\n
Albania
\n Andorra
\n Austria
\n Bahrain
\n Belgium
\n Bulgaria
\n Cyprus
\n Czech Republic
\n Denmark
\n Egypt
\n Finland
\n France
\n Germany
\n Greece
\n Holland
\n Hungary
\n Iceland
\n Iran
\n Iraq
\n Ireland
\n Israel
\n Italy
\n Jordan
\n Kuwait
\n Lebanon
\n Lichtenstein
\n Luxembourg
\n Malta
\n Norway
\n Oman
\n Poland
\n Portugal
\n Qatar
\n Romania
\n Saudi Arabia
\n Solvenia
\n Spain
\n Sweden
\n Switzerland
\n Syria
\n Turkey
\n United Arab Emirates
\n United Kingdom (England, Northern Ireland, Scotland, Wales)
\n Yemen<\/p>\n
EXHIBIT F<\/p>\n
CERTIFICATION<\/p>\n
In consideration of Tommy Hilfiger Licensing, Inc.
\n (“THLI”) entering into a licensing arrangement with Pepe Jeans
\n London Corporation for the manufacture, distribution and sale
\n of Tommy Hilfiger (Registered) brand merchandise and in
\n compliance with THLI’s License Agreement with us (the
\n “Agreement”), we hereby certify that:<\/p>\n
Any merchandise (including components thereof)
\n manufactured under the Agreement will be manufactured in
\n compliance with the wage and hour laws of the country of
\n manufacture and without the use of child (under the age of 14),
\n prison or slave labor; we will obtain the signature of an
\n authorized representative of all suppliers and contract sewing
\n shops or other designated contract facilities manufacturing
\n Tommy Hilfiger (Registered) brand merchandise on Certification
\n similar to this document, and return same to THLI no later than
\n thirty (30) days after execution; and we have in effect a
\n program of monitoring any our manufacturing facilities, and the
\n manufacturing facilities or our suppliers, contract sewing
\n shops and other designated contract facilities which
\n manufacture Tommy Hilfiger (Registered) brand merchandise for
\n compliance with the requirements set forth above. <\/p>\n
Any merchandise shipped to THLI or otherwise imported
\n into the Territory as defined in the Agreement will be in
\n compliance with all laws applicable to the designation of
\n country of origin on products, accurately states the country of
\n origin on all products; the marking of shipments with proper
\n country of origin and shall be shipped under legally issued and
\n valid export licenses or visas.<\/p>\n
[Name of your Company]<\/p>\n
Date: By:
\n Authorized Signature<\/p>\n
[Notary Public Seal]1<\/p>\n
EXHIBIT G<\/p>\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-42475","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\/42475","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=42475"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42475"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42475"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42475"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}