{"id":42483,"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-white-consolidated-industries-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"license-agreement-white-consolidated-industries-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/license-agreement-white-consolidated-industries-inc-and.html","title":{"rendered":"License Agreement &#8211; White Consolidated Industries Inc. and Salton\/Maxim Housewares Inc."},"content":{"rendered":"<pre>\n                               LICENSE AGREEMENT\n\n\n     AGREEMENT ('Agreement') made and effective this 21st day of May, 1996 by\nand between White Consolidated Industries, Inc., a Delaware corporation having\nits principal office at 11770 Berea Road, Cleveland, Ohio 44111 ('Licensor'),\nand Salton\/Maxim Housewares, Inc., a Delaware corporation having its principal\noffice at 550 Business Center Drive, Mt. Prospect, Illinois 60056 (hereinafter\nreferred to as 'Licensee').\n\n     WHEREAS, Licensor is the owner of the trademark White-Westinghouse and\nassociated designs and trade dress (together, the 'Trademark'), and is using\nthe Trademark throughout the World; and\n\n     WHEREAS, Licensor has the right to grant Licensee the license, right and\npermission to use the Trademark; and\n\n     WHEREAS, Licensee is in the business of manufacturing, distributing and\nselling articles described and specified on Exhibit A hereto (the 'Products'),\nand desires to secure the license, right and permission to use the Trademark\nupon, and in connection with, the manufacturing, distributing and selling of\nsuch Products; and\n\n     WHEREAS, the Products that are the subject of this Agreement have been\ndefined by the parties as listed on Exhibit A hereto (and any other articles\nwhich the parties mutually agree to be subject to the provisions of this\nAgreement which, in accordance with the terms of this Agreement, bear the\nTrademark (collectively, the 'Trademarked Product'); and\n\n     WHEREAS, Licensor desires to grant to Licensee, and Licensee desires to\naccept from Licensor, a license to use the Trademark in the design,\nmanufacture, advertising, sale and promotion of the Products, subject to each\nof the terms, provisions and conditions of this Agreement;\n\n     NOW, THEREFORE, in consideration of the mutual promises, covenants and\nprovisions herein contained and wishing to be bound hereby, the parties hereto\ndo hereby agree as follows:\n\nArticle 1\nGRANT OF LICENSE AND DESIGNATION OF TRADEMARK PRODUCTS\n\nEffective upon the execution of this Agreement, Licensor hereby grants to\nLicensee, for the period hereinafter specified and upon the terms, provisions\nand conditions of this Agreement, the exclusive right and license to use the\nTrademark within the geographic area described in Article 2 hereof, in the\ndesign, manufacture, advertising, sale and promotion of the Trademarked\nProduct.\n\nIn the event of any good faith disputes between the parties to this Agreement\nregarding the definition of Trademarked Product, the final decision regarding\nsuch definition shall rest in \n\n\nLicensor's sole and absolute discretion. The rights granted to Licensee herein\nare limited to use on or in connection with the Trademarked Product and\nLicensee specifically agrees not to use the Trademark in any manner or\non any product, service or item, except as set forth in this Agreement.\nLicensee recognizes that Licensor sells products of the same description as\nsome of the products licensed herein, namely, humidifiers and air cleaners.\nLicensee agrees not to challenge Licensor's continued right to sell such\nproducts under the Trademark.\n\nARTICLE 2\nGEOGRAPHIC AREA\n\nThe rights granted to Licensee hereunder may be exercised by Licensee within\nthe USA and Canada (the 'Territory'), and Licensee shall have exclusive rights\nwith respect to the use of the Trademark in connection with the Trademarked\nProduct.  Upon Licensee's request, Licensor may, in its discretion, extend the\nareas in which Licensee may exercise said rights, but any such extension shall,\nin each instance, be evidenced by a written and duly executed amendment to this\nAgreement for such periods and upon such terms and conditions as shall be\ndetermined by Licensor.  From time to time Licensor may wish to purchase\nTrademarked Product for sale outside the Territory.  Licensee agrees to sell\nTrademarked Product to Licensor at the same price Licensee sells Trademarked\nProduct to its best customer.\n\nARTICLE 3\nREPRESENTATIONS AND WARRANTIES OF LICENSOR\n\n3.1 ORGANIZATION AND POWER.  Licensor is a corporation duly organized, validly\nexisting and in good standing under the laws of the State of Delaware.\nLicensor has all corporate power and authority to execute and deliver this\nAgreement and to perform its obligations hereunder.\n\n3.2 AUTHORIZATION.  The execution, delivery and performance by Licensor of this\nAgreement and the consummation of the transaction contemplated hereby has been\nduly and validly authorized by all requisite corporate action, and no other\ncorporate act or proceeding on the part of Licensor is necessary to authorize\nthe execution, delivery and performance of this Agreement and the consummation\nof the transaction contemplated hereby.\n\n3.3 NO VIOLATION.  Licensor is not subject to nor obligated under its\ncertificate of incorporation or bylaws, any applicable law, rule or regulation\nof any governmental authority, or any agreement, instrument, license or permit,\nor subject to any order, writ, injunction or decree, which would be breached or\nviolated by its execution, delivery or performance of this Agreement.\n\n3.4 OWNERSHIP OF TRADEMARK.  Licensor is the owner of the Trademark and, to\nLicensor's knowledge, the use of the Trademark in the design, manufacture,\nadvertising, sale and promotion of any of the Trademarked Product will not\ninfringe any intellectual property or any other rights of any third party.\n\n\n                                     -2-\n\n\n\n\n\n\n3.5 RIGHT TO GRANT LICENSE.  Licensor has the full right, power and authority\nto grant the license as set forth in Article 1 hereof.\n\nARTICLE 4\nREPRESENTATIONS AND WARRANTIES OF LICENSEE\n\n4.1 ORGANIZATION AND POWER.  Licensee is a corporation duly organized, validly\nexisting and in good standing under the laws of the State of Delaware.\nLicensee has all corporate power and authority to execute and deliver this\nAgreement and to perform its obligations hereunder.\n\n4.2 AUTHORIZATION.   The execution, delivery and performance by Licensee of this\nAgreement and the consummation of the transaction contemplated hereby has been\nduly and validly authorized by all requisite corporate action, and no other\ncorporate act or proceeding on the part of Licensee is necessary to authorize\nthe execution, delivery and performance of this Agreement and the consummation\nof the transaction contemplated hereby.\n\n4.3 NO VIOLATION.  Licensee is not subject to nor obligated under its\ncertificate of incorporation or bylaws, any applicable law, rule or regulation\nof any governmental authority, or any agreement, instrument, license or permit,\nor subject to any order, writ, injunction or decree, which would be breached or\nviolated by its execution, delivery or performance of this Agreement.\n\nARTICLE 5\nTERM OF AGREEMENT\n\n5.1 CONTRACT TERM.  The Contract Term for each of Category 1, Category 2 and\nCategory 3 Trademarked Product commences on the date first mentioned above and\nends on December 31, 1998 at midnight Eastern Standard Time, unless sooner\nterminated pursuant to the terms of this Agreement.\n\n5.2 EXTENSION TERMS. Licensor hereby grants to Licensee the option to extend\nthe term of this Agreement for up to thirteen (13) one (1) year periods\ncommencing as of January 1,1999 and ending on December 31, 2011, at midnight\nEastern Standard Time, unless sooner terminated pursuant to the terms\nof this Agreement with such extended term(s) to be subject to the same terms\nand conditions as provided herein except that as a condition to the extension\nterm(s), Licensee must achieve specified levels of Minimum Sales during the\nthen preceding Contract or Extension Term of this Agreement as set forth in\nArticle 8 hereof.  Such option to extend the term of this Agreement must be\nexercised by Licensee, if at all, by giving written notice to Licensor at least\none hundred and twenty (120) days prior to the expiration of the then preceding\nContract Term of this Agreement.  Licensor may terminate this Agreement without\ncause, in respect of some or all of the Trademarked Product provided however,\nthat such termination shall not be permitted within the first 5 (five years)\nfollowing the Effective Date of this Agreement.  Notice of termination must be\ngiven in writing to the other Party hereto 1 (one) year prior to the\ntermination date.  Licensee shall have the right to sell off inventory of\nTrademarked Product in accordance with Article 21.  Neither Licensor nor\nLicensee shall be liable for any compensation or damages by reason of such\nearly termination.\n\n\n\n                                     -3-\n\n\nARTICLE 6\nROYALTIES\n\n6.1 EARNED ROYALTIES OF CATEGORIES 1 AND 3 OF TRADEMARKED PRODUCT.   Subject to\nArticle 7 hereof, Licensee shall pay to Licensor for the rights granted\nhereunder a sum equal to the following percentages of the Net Invoice Value of\nTrademarked Product sold by Licensee (the 'Royalties'):\n\n\n\n<font size=\"2\">\n                                     TRADEMARKED PRODUCT - WHOLESALE PRICE\n                                     -------------------------------------\n                                     UNDER $10.00\/UNIT     $10.00 OR MORE\/UNIT\n                                                            \nContract Term                               2.0%                  3.0%\nFirst Extension Term                        3.0%                  3.0%\nSecond and Third Extension Term(s)          3.0%                  3.5%\nFourth and Future Extension Term(s)         3.0%                  4.0%\n<\/font>\n\nThe Royalties shall be remitted in accordance with Article 7.4 of this\nAgreement.\n\n6.2 EARNED ROYALTIES CATEGORY 2.  Subject to Article 7 hereof, Licensee shall\npay to Licensor for the rights granted hereunder a sum equal to two percent\n(2%) of the Net Invoice Value of Trademarked Product sold by Licensee (the\n'Royalties').  The Royalties shall be remitted in accordance with Article 7.4\nof this Agreement. \n\n6.3 DEFINITION OF NET INVOICE VALUE.  As used throughout this Agreement, the\nterm 'Net Invoice Value' shall mean the aggregate of the invoiced amounts of\nTrademarked Product sold by Licensee, less (a) returned goods, refunds, credits\nand allowances actually made or allowed to customer with respect to Trademarked\nProduct, (b) freight or handling charges charged to customers or incurred on\nreturned goods, and (c) sales and excise taxes actually paid ('NIV').\n\nARTICLE 7\nMINIMUM ROYALTY PAYMENTS\n\n7.1 MINIMUM ROYALTIES.  The minimum royalties for the Contract Term shall be\npaid as follows:\n\nCategory 1:  Sixty-five thousand dollars ($65,000) in advance upon execution\nof this Agreement.  The Minimum Royalty for each Extension Term as shown below\nshall be payable in four (4) \n\n\n                                     -4-\n\n\n\nequal installments each by the thirtieth day of March, June, September and\nDecember of the respective Term.\n\nCategory 2: Eighty-five thousand dollars ($85,000) in advance of execution of\nthis Agreement and the balance of fifteen thousand dollars ($15,000) payable on\nor before December 31, 1998. The Minimum Royalty for each Extension Term as\nshown below shall be payable in four (4) equal installments each by the 30th\nday of March, June, September and December of the respective term.\n        \nCategory 3:  Forty-thousand dollars ($40,000) in advance on execution of this\nAgreement and the balance in eight (8) equal installments of $5,125 each by\nthe 30th day of March, June, September and December of 1997 and 1998.  The\nMinimum Royalty for each extension term shall be paid in four (4) equal\ninstallments each by the 30th day of March, June, September and December of the\nrespective term. \n\n\n<font size=\"2\">\n                      Category 1         Category 2         Category 3\n                      -----------------  -----------------  -----------------\n                      Minimum Royalties  Minimum Royalties  Minimum Royalties\n                      -----------------  -----------------  -----------------\n                                               \n Term     Year\n-------  ------\nInitial   1996\/8      $65 Thousand       $100 Thousand      $83 Thousand\n\nExt. 1    1999         78 Thousand        100 Thousand       98 Thousand\nExt. 2    2000        106 Thousand        120 Thousand      127 Thousand\nExt. 3    2001        127 Thousand        140 Thousand      148 Thousand\nExt. 4    2002        159 Thousand        180 Thousand      204 Thousand\nExt. 5    2003        193 Thousand        200 Thousand      227 Thousand\nExt. 6    2004        228 Thousand        240 Thousand      272 Thousand\nExt. 7    2005        273 Thousand        300 Thousand      341 Thousand\nExt. 8    2006        318 Thousand        360 Thousand      409 Thousand\nExt. 9    2007        363 Thousand        420 Thousand      477 Thousand\nExt. 10   2008        409 Thousand        520 Thousand      568 Thousand\nExt. 11   2009        454 Thousand        620 Thousand      636 Thousand\nExt. 12   2010        499 Thousand        740 Thousand      704 Thousand\nExt. 13   2011        545 Thousand        800 Thousand      749 Thousand\n<\/font>\n\n7.2 INITIAL ROYALTY PAYMENT.  Licensee shall pay Licensor an Initial Royalty\nPayment of:  Category 1:  Sixty-five thousand ($65,000); Category 2:\nEighty-five thousand ($85,000); Category 3: forty thousand dollars ($40,000)\nupon execution of this Agreement.  The Initial Royalty Payment for each\nCategory shall be applied against the first royalties payable for that Category \nrespectively, pursuant to Article 7.4 of this Agreement. \n        \n7.3 MINIMUM ROYALTY PAYMENTS.  To the extent that the aggregate, cumulative,\nMinimum Royalties set forth above exceeds the aggregate, cumulative Earned\nRoyalties paid to Licensor by the end of the Contract Term or Extension Term,\nas applicable, Licensee shall pay Licensor such excess with the Royalty payment\nfor the last fiscal quarter of the Contract Term or such Extension Term, as\napplicable, in accordance with Article 7.4.\n\n7.4 APPLICATION OF EARNED ROYALTIES.  The Earned Royalties to be paid under\nArticle 6 shall be applied against the Minimum Royalties due under this Article\n7, and Licensee shall pay by each due date specified in this Article 7 the sum\nof:  (i) the Minimum Royalties as specified \n\n\n\n                                     -5-\n\n\n\nabove; plus (ii) the excess, if any, of the Earned Royalties (per Article 6)\nover the Minimum Royalties for the then current term payable by such due date\n(such sum hereinafter referred to as the 'Royalty Payment'). Each Royalty\nPayment, payable in U.S. currency, shall be remitted by check at Licensor's\naddress as provided in this Agreement.\n\n7.5 QUARTERLY REPORTS OF SALES AND ROYALTY PAYMENTS. On or before the twentieth\n(20th) day of each January, April, July and October during the Contract Term\nand any Extension Term, Licensee  shall deliver to Licensor the following:  \n(i) a written statement, certified to be true and correct by the Chief \nFinancial Officer of Licensee, setting forth the Gross and NIV sales for each \nTrademarked Product during the preceding calendar quarter and a calculation of\nthe Royalties payable under Article 6 and 7 of this Agreement for such period,\nand (iv) a check payable to Licensor in full payment of the amount due under \nArticles 6 and 7 of this Agreement for such period.  Each Royalty payment, \npayable in U.S. currency, shall be remitted by check at Licensor's address \nas provided in this Agreement.\n\n7.6 QUARTERLY REPORT OF SALES AND ROYALTY PAYMENTS.  Licensee shall report \nGross and NIV sales separately for Category 1, Category 2 and Category 3 of\nTrademarked Product, respectively, in accordance with Article 7.4, and also\nreport Consolidated Gross and NIV sales ('Consolidated Sales') which shall\ninclude Gross and NIV sales of Category 1, Category 2 and Category 3 of the\nTrademarked Product, in accordance with Article 7.4.\n\nARTICLE 8\nMINIMUM SALES OF TRADEMARKED PRODUCT\n\n8.1 FAILURE TO MEET MINIMUM SALES IN CATEGORY 1, CATEGORY 2 AND CATEGORY 3 OF\nTRADEMARKED PRODUCT.  Licensee shall use its best efforts to advertise and sell\nTrademarked Product in the Territory during the Term of this Agreement.  Should\nLicensee fail to achieve a level of NIV sales equal to the combined minimum\nsales of Category 1, Category 2, and Category 3 of Trademarked Product, as set\nfor below, which, for purposes of this Paragraph 8.1, Licensee may accumulate\nover any two consecutive Terms, then Licensor may, at its option, elect to\nterminate Licensee's grant in, of or to that Category(ies) of Trademarked\nProduct for which Licensee shall not have achieved minimum sales for two\nconsecutive Terms by written notice delivered to Licensee within sixty (60) days\nafter the end of any period in which Licensee failed to maintain such required\nMinimum Sales.  Such termination shall be effective upon delivery of said \nnotice but shall not affect Licensee's outstanding indebtedness to Licensor or\nany of the provisions relating thereto, nor shall it affect Category(ies) of \nTrademarked Product for which Licensee achieves the Minimum NIV Sales as set \nforth below in this Article 8.1.\n\n\n                                     -6-\n\n\n\n\n<font size=\"2\">\n                       Category 1     Category 2     Category 3\n                       -------------  -------------  -------------\n Term     Year         Minimum Sales  Minimum Sales  Minimum Sales\n-------  ------        -------------  -------------  -------------\n                                         \nInitial  1996\/8        $4.0 Million   $5.0 Million   $5.0 Million\n\nExt. 1   1999           4.0 Million    5.0 Million    5.0 Million\nExt. 2   2000           5.0 Million    6.0 Million    6.0 Million\nExt. 3   2001           6.0 Million    7.0 Million    7.0 Million\nExt. 4   2002           7.0 Million    9.0 Million    9.0 Million\nExt. 5   2003           8.5 Million   10.0 Million   10.0 Million\nExt. 6   2004          10.0 Million   12.0 Million   12.0 Million\nExt. 7   2005          12.0 Million   15.0 Million   15.0 Million\nExt. 8   2006          14.0 Million   18.0 Million   18.0 Million\nExt. 9   2007          16.0 Million   21.0 Million   21.0 Million\nExt. 10  2008          18.0 Million   26.0 Million   25.0 Million\nExt. 11  2009          20.0 Million   31.0 Million   28.0 Million\nExt. 12  2010          22.0 Million   37.0 Million   31.0 Million\nExt. 13  2011          24.0 Million   40.0 Million   33.0 Million\n<\/font>\n\nARTICLE 9\nADVERTISING AND ART WORK\n\n9.1 ADVANCE SUBMISSION.  Licensee shall submit to Licensor for approval all\nadvertising and promotional items, programs and materials relating to the \nTrademarked Product at least fourteen (14) days prior to intended usage.  \nLicensor shall provide Licensee with written approval or disapproval within \nten (10) business days after Licensor's receipt thereof.  Should Licensor \ndisapprove, its written notice shall explain in detail the reasons for \ndisapproval so that Licensee may prepare and submit new advertising and art \nwork.\n\n9.2 ART WORK.  Licensor shall make available to Licensee any and all necessary\nfilm, photostats, artwork and full color reproductions of its Trademark,\nartwork, designs and other materials necessary for Licensee's use in accordance\nwith this Agreement.\n\n9.3 EXPENSE REIMBURSEMENT.  Licensee shall reimburse Licensor's reasonable\nout-of-pocket expenses, including, reasonable hourly charges for creative\npersonnel incurred by Licensor in the preparation for Licensee, when and if\nrequired, of new artwork, mechanical, and film.  All charges shall be agreed to\nprior to the time such expenses are incurred, and all sums due to Licensor\nunder this Article 9 shall be paid by Licensee upon receipt of an appropriate\ninvoice.\n\nARTICLE 10\nLICENSEE'S RECORDS\n\nLicensee shall keep and maintain at its regular place of business separate and\ncomplete books and records of all business transacted by Licensee in connection\nwith Category 1, Category 2, Category 3 of Trademarked Product, including, but\nnot limited to, books and records relating to Gross and NIV of sales and orders\nfor Trademarked Product.  Such books and records shall be maintained in\naccordance with generally accepted accounting principles and procedures\nconsistently applied.  Licensor or its duly authorized agents or\nrepresentatives shall have the \n\n\n\n                                     -7-\n\n\n\nright to inspect said books and records at Licensee's premises during\nLicensee's regular business hours upon reasonable prior notice to Licensee.\n\nARTICLE 11\nLICENSEE'S ANNUAL REPORTS AND ANNUAL ROYALTY PAYMENTS\n\nOn or before the fifteenth (15th) day of the second (2nd) month following the\nend of Licensee's fiscal year, Licensee shall render to Licensor a statement\ncertified by Licensee's Chief Financial Officer disclosing gross and NIV value\nof sales.  Royalties due and Royalties paid for Licensee's preceding fiscal\nyear, and for any Contract or Extension Term which ended within said fiscal\nyear, relating to Category 1, Category 2 and Category 3 of Trademarked Product.\nIf said statement discloses that Licensee has paid Royalties in excess of the\namounts required to be paid, Licensor shall apply said excess to the next\nRoyalty payment or, if no further Royalty payments are due, such excess shall\nbe remitted to Licensee.\n\nARTICLE 12\nAUDIT BY LICENSOR\n\nIf Licensor so chooses, it may (at its expense, except as provided below) cause\nits independent accountants to audit or review, upon reasonable prior notice to\nLicensee, all books and records of Licensee pertaining Trademarked Product.\nLicensor shall deliver to Licensee not later than sixty (60) days from\nLicensor's receipt of the applicable Report a statement describing its\nobjections (if any) to Licensee's determination of the Royalties for the\napplicable period. Each of Licensor and Licensee shall use reasonable efforts\nto resolve any such disputes, but if a final resolution is not obtained within\nthirty (30) days after Licensor has submitted its objections, any remaining\ndisputes will be resolved by an accounting firm mutually agreeable to Licensor\nand Licensee (the fees and expenses of such firm to be paid by Licensor, except\nas provided below). If Licensor and Licensee are unable to mutually agree on\nsuch an accounting firm, a 'big-six' accounting firm shall be selected by lot\nafter eliminating one firm designated as objectionable by each of Licensor and\nLicensee.  The determination of any accounting firm so selected shall be\nconclusive and binding upon the parties.  In the event any such audit or review\nas finally determined pursuant to this Article 12 shall disclose that Licensee\nhas underpaid Royalties for any reporting period, Licensee shall forthwith upon\nwritten demand of Licensor pay the amount, if any, by which the Royalties owing\nexceed Royalties paid, plus interest of ten percent (10%) per annum on such\namounts, accruing from the date on which such amounts were due to the date on\nwhich sum amounts are paid.  Should such audit disclose that the Royalties paid\nexceeded the Royalties due, any excess amount revealed by such audit will be\nremitted to Licensee.  If Licensor causes its own independent accountants to\nreview the Reports described herein and the effect of such review as finally\ndetermined pursuant to this Article 12 is that the amount of the Royalties for\nthe applicable period is understated by two percent (2%) or more, then Licensee\nshall pay the reasonable costs of Licensor's independent accountant and the\nreasonable costs of any mutually selected accountant or other accountant\nselected pursuant to this Article 12.\n\n\n\n                                     -8-\n\n\n\n\n\nARTICLE 13\nLICENSEE OBLIGATIONS\n\n13.1 LICENSEE DILIGENCE.  Licensee shall design, manufacture, advertise, sell \nand ship Trademarked Product and shall continuously and diligently during the \nTerm hereof procure and maintain facilities and trained personnel sufficient and\nadequate to accomplish the foregoing all to the extent and in a manner no less\nthorough, diligent and professional than the same accorded by Licensee for\nLicensee's most favored premium products and\/or services.  Cessation of the\nabove for a continuous period of ninety (90) days shall be grounds for\ntermination by Licensor without notice. The marketing of Trademarked Product\nshall be conducted in a manner consistent with enhancing the long-term value of\nthe Trademark.  It is in the interest of the parties that Trademarked Product\nbe sold simultaneously through a wide range of retailers. Accordingly, Licensee\nshall continuously and diligently design, price and promote differentiated\nversions of Trademarked Product, i.e., 'White-Westinghouse Elite' to retailers\nin all major classes of trade including department stores (i.e., Macy's,\nBurdine's, Bloomingdale's, etc.), regional discounters (i.e., Caldor, Bradlees,\netc.), specialty electronic chains (i.e., The Wiz, etc.), mail order, premium\nand television shop services.  Licensee shall exhibit Trademarked Product in\nexhibit or booth space at the annual Housewares Show and other appropriate\ntrade shows.\n\n13.2 LICENSOR INSPECTION RIGHTS.  Licensor shall have the right upon reasonable\nprior notice to Licensee to inspect any of Licensee's facilities pertaining to\nthe Trademarked Product during regular business hours.  Licensor shall conduct\nsuch inspection in the presence of an officer, partner or authorized\nrepresentative of Licensee.\n\n13.3 NO COMPETITION WITH TRADEMARKED PRODUCT.  During the term of this \nAgreement, Licensee shall not enter another license Agreement for products \nthat would directly compete with the Trademarked Product.\n\n13.4 FORFEITURE OF CATEGORIES OF TRADEMARKED PRODUCT FOR NON-USE.  Licensee's\nfailure to introduce for sale, by the commencement of the First Extension Term,\nany of the eleven (11) Trademarked Product listed on Exhibit A shall be deemed\na forfeiture of its grant to use the Trademark on that Product.  Failure of\nLicensee to ship any of the Trademarked Product listed on Schedule A for a\nperiod of one (1) year shall be deemed a forfeiture of its Grant to use the\nTrademark on that Product.\n\n13.5 FINANCIAL STANDARDS.  Licensee shall provide its financial statements to\nLicensor annually or as requested by Licensor, which are to be prepared in\naccordance with U.S. GAAP.  Should Licensee's net worth fall below $* Dollars,\nLicensor may, at its option, terminate this Agreement.  Likewise, Licensor \nmay terminate this Agreement immediately if Licensee incurs net operating \nlosses for three or more consecutive years.\n\n\n\n                                     -9-\n\n\n\n\n\nARTICLE 14\nAPPROVALS AND QUALITY STANDARDS\n\n14.1 ADVANCE APPROVAL.  Prior to any use of any Trademark, Licensee shall, at\nLicensee's expense, submit to Licensor, for Licensor's written approval, the\nfollowing:  (a) two (2) specimens of each Product on which the Trademark is to\nappear (the 'Specimens'); (b) all artwork which Licensee intends to use in\nconnection with the Trademark; and (c) all packaging, advertising and\npromotional literature which Licensee intends to use in the marketing or\nmerchandising of the Trademarked Product. Licensor shall give Licensee written\nnotice of approval or disapproval within ten (10) business days of its receipt\nof the Specimens, and should Licensor disapprove, its written notice shall\nexplain in detail the reasons for disapproval so that Licensee may prepare and\nsubmit new specimens and\/or samples.\n\n14.2 STANDARDS.   After Licensor has given its written approval of said\nSpecimens, then the approved product, quality, packaging, advertising and\npromotional literature shall be the standard for all Trademarked Product\nproduced thereafter (the 'Approved Quality').\n\n14.3 PERIODIC SAMPLES.  Thereafter, consecutively at four (4) month intervals,\nLicensee shall, at Licensee's expense, submit to Licensor not less than two (2)\nrandomly selected production run samples of the Trademarked Product.\n\n14.4 APPROVED QUALITY STANDARDS.  Without the prior written approval of \nLicensor, Licensee shall not sell or distribute any Trademarked Product which \ndeviates from the Approved Quality more than the deviation which would occur \nas a result of normal deviations in raw material characteristics.\n\n14.5 SERVICING AND REPAIRS.  Licensee will propose, in a timely manner, a\nmechanism by which Licensee will respond to inquires from consumers and third\nparty appliance repair vendors regarding the operation of Trademarked Product\nand the procedures for obtaining parts for, or repairs to, Trademarked Product\nwhich mechanism shall be designed to minimize any confusion with Licensor's\nexisting customer service operations.\n\n14.6 PERIODIC REVIEW MEETINGS.  Licensee will conduct periodic meetings with\nLicensor to review Licensee's progress and performance under the terms of this\nAgreement.\n\nARTICLE 15\nRESTRICTIONS UPON SUBCONTRACTS\n\nLicensee shall not enter into subcontracts for the manufacture of Trademarked\nProduct without the express written consent of Licensor, which consent shall\nnot be unreasonably withheld.  Licensee is responsible for the work of any\nsubcontractor and for any debts, obligations or liabilities incurred by any\nsuch subcontractor in connection with the Trademarked Product.   Licensee shall\ndiscontinue using any subcontractor who shall fail to comply with the Approved\nQuality standards.\n\n\n\n                                     -10-\n\n\n\n\n\nARTICLE 16\nASSIGNMENT; TRANSFERS; SUBLICENSE\n\nExcept as otherwise explicitly provided herein, Licensee may not enter into any\nsublicense for the use of the Trademark by others.  This Agreement shall not be\nassignable by Licensee without the prior written consent of Licensor.  Such\nconsent shall not be unreasonably withheld, except that no such prior written\nconsent shall be required for any assignment of this Agreement by Licensee to a\nsuccessor in interest of Licensee as a result of any merger, consolidation or\nother corporate reorganization involving Licensee or a sale by Licensee of a\nsubstantial part of its assets provided that no more than twenty percent (20%)\nof the business of such successor (measured by revenues) competes directly with\nLicensor.\n\nARTICLE 17\nNO DILUTION OF TRADEMARK OR ATTACK UPON TRADEMARK\n\n17.1 LIMIT ON USE.  Licensee shall not at any time use, promote, advertise,\ndisplay or otherwise publish any Trademark or any material utilizing or\nreproducing any Trademark in whole or in part, except as specifically provided\nin this Agreement, without the prior written consent of Licensor, which consent\nshall not be unreasonably withheld.\n\n17.2 NOTICE.  Licensee shall cause to appear on all Trademarked Product and on\nall materials on, or in connection with which, any Trademark is used, such\nlegends, markings, and notices as may be required by law to give appropriate\nnotice of all trademark, trade name or other rights therein or pertaining\nthereto.\n\n17.3 MATERIALS AND DOCUMENTS.  Licensee shall provide all materials and execute\nall documents required by law incident to the maintenance and\/or preservation\nof the Trademark and Licensor's rights therein.\n\n17.4 NO CONTEST OF TRADEMARK VALIDITY. Licensee shall not contest the validity \nof the Trademark or any rights of Licensor therein, nor shall Licensee willingly\nbecome an adverse party in litigation in which others shall contest the\nTrademark or Licensor's said rights.  In addition thereto, Licensee shall not\nin any way seek to avoid its obligations hereunder because of the assertion or\nallegation by any persons, entities or government agencies, bureaus, or\ninstrumentalities that any Trademark is invalid or ineffective or by reason of\nany contest concerning the rights of Licensor therein.\n\n17.5 NO OTHER TRADEMARK PROTECTION.  Licensee shall not seek any state, federal,\nforeign or other statutory trademark or service mark or other protection for\nthe Trademark as they are used in connection with the Licensee's goods or\nservices and all use of the Trademark shall be for the sole benefit of\nLicensor.\n\n\n\n                                     -11-\n\n\n\n\n\nARTICLE 18\nINFRINGEMENT AND OTHER TRADEMARK LITIGATION\n\n18.1 TRADEMARK DEFENSE.  Licensee shall apprise Licensor immediately upon\ndiscovery of any possible infringement of the Trademark which comes to the\nattention of Licensee.  Licensor, at its sole cost and expense, and in its own\nname, may prosecute and defend any action or proceeding which Licensor deems\nnecessary or desirable to protect the Trademark, including but not limited to\nactions or proceedings involving their infringement.  Upon written request by\nLicensor, Licensee shall join Licensor at Licensor's sole expense in any such\naction or proceeding.  However, Licensee shall not commence any action or\nproceeding to protect the Trademark or any action or proceeding alleging\ninfringement thereof without the prior written consent of Licensor.  Licensee\nmay prosecute and defend, at its sole expense and in its own name, any action\nor proceeding to protect its designs or styles.  Any and all damages recovered\nin any action or proceeding commenced by Licensor shall belong solely and\nexclusively to Licensor.\n\n18.2 NO LIABILITY FOR VIOLATION.  Licensor shall have no liability to\nLicensee or any other person, nor shall there be by any right of contribution\nagainst Licensor therefor, for any action or proceeding alleging any violation\nof any antitrust, trade regulation, or similar statute, or for unfair\ncompetition. Furthermore, in the event of any threatened or actual action or\nproceeding in which Licensee and Licensor are or may be charged with jointly\nviolating any antitrust, trade regulation or similar statute, or any law\npertaining to unfair competition, Licensee may, at its option, elect to be\nrepresented in such threatened or actual action or proceeding by Licensor's\ncounsel at no cost to Licensee for fees, costs or expenses.  Should Licensee\nelect in such event to be represented by Licensor's counsel, then Licensee\nshall relinquish any right to control or direct such threatened or actual\naction or proceeding and Licensor shall maintain full control thereof.  Such\nrepresentation of Licensee shall continue only so long as Licensor's counsel,\nin its sole and absolute discretion, believes that it may properly and\nethically represent both Licensor and Licensee.  In the event that Licensor's\ncounsel decides that it may no longer properly and ethically represent both\nLicensor and Licensee, then Licensor's counsel shall continue to represent\nLicensor only, and Licensee's continued defense shall be at Licensee's sole\nexpense and shall be conducted by separate counsel.\n\nARTICLE 19\nADDITIONAL RESTRICTIONS UPON USE OF THE TRADEMARK\n\nIt is the intention of the parties hereto and the purpose of this Article 19\nthat all of the Trademarked Product be identified to the general public by the\nTrademark.  Licensee shall use a registration indicator in the form of a\ncircled-R or 'TM' symbol in conjunction with the Trademark when so instructed\nby the Licensor.  Licensee further agrees to assist Licensor, at Licensor's\nexpense, in obtaining registrations for the Trademark in the event any\nTrademark is not yet registered for the Trademarked Product.  Licensee shall\nuse notice language in the manufacture, sale, advertising or other promotion of\nthe Trademarked Product as follows: \n\n\n                                     -12-\n\n\n\n'White-Westinghouse' is a registered trademark of White Consolidated Industries,\nInc., and is used under license' or other such language as Licensor designates\nin writing.\n\n\nARTICLE 20\nDEFAULTS BY LICENSEE\n\n20.1 DEFAULTS.  Except as otherwise expressly provided in this Agreement, in the\nevent Licensee shall default in the performance of any of the terms, conditions\nor obligations to be performed by Licensee hereunder, and if such default\ninvolves the payment of money and the same shall not be cured within ten (10)\ndays after Licensor gives written notice to Licensee of such default, or if \nsuch default involves performance other than the payment of money and the same\nis not cured within fifteen (15) days after Licensor gives written notice to \nLicensee of such default, then and in any such event, Licensor may immediately\nand without prior notice terminate this Agreement and all of the rights and \nobligations hereunder (except as otherwise expressly provided by this \nAgreement).  In the event that a Receiver is appointed to, or one or more \ncreditors take possession of all, or substantially all, of the assets of \nLicensee, or if Licensee shall make a general assignment for the benefit of \ncreditors, or if any action is taken or suffered by Licensee under any state \nor federal insolvency or bankruptcy act, then this Agreement and all of the \nrights and obligations hereunder (except as otherwise expressly provided by \nthis Agreement) shall immediately and without notice or need of any further \naction by any party hereto, terminate.\n\n20.2 TIME FOR PERFORMANCE.  The time for performance of any act required of\neither party, shall be extended by a period equal to be period during which\nsuch party was reasonably prevented from performance by fire, flood, storm, or\nother like casualty beyond such party's control.\n\nARTICLE 21\nLICENSOR'S RIGHTS UPON TERMINATION \n\n21.1 RIGHTS UPON TERMINATION.  In the event this Agreement is terminated \nfor any reason, or expires according to its terms, Licensee shall assign, \ntransfer and transmit to Licensor any and all rights of Licensee in the\nTrademark, including associated goodwill, and shall not thereafter manufacture,\nsell, or use the Trademark in any manner; provided that Licensee may continue\nto use the Trademark in connection with the advertising and sale of Trademarked\nProduct and may continue to use the Trademark in connection with the\nmanufacture of Trademarked Product, which are in the process of being completed\nat time of said termination, for two hundred and seventy (270) days after the\ntermination of this Agreement; further  provided, however, that all sums then\ndue to Licensor pursuant to this  Agreement have first been paid; and further\nprovided that Licensee shall,  within thirty (30) days after said termination,\ndeliver to Licensor a detailed schedule  of all inventory of Trademarked\nProduct in Licensee's possession (constructive or otherwise).  After the\nexpiration of the aforesaid 270 day period, Licensee shall destroy all\nTrademarked Product and packaging and promotional material  remaining in\nLicensee's possession which are identified in any manner by or  with the \n\n\n\n                                     -13-\n\n\n\nTrademark.  Notwithstanding the above, Licensor shall have the right to\npurchase such excess stock of Trademarked Product, in whole or in part, prior\nto any sale or offer of sale by Licensee to any third party, for an amount\nequal to the wholesale cost of such Trademarked Product as indicated in\nLicensee's then current catalogue.\n\n21.2 CONTINUATION OF AGREEMENT TERMS.  Licensee shall continue to abide by the\nterms of this Agreement with respect to such Trademarked Product during the \n270 day period specified in Section 21.1 of this Agreement.  Upon termination of\nthe aforesaid 270 period, all labels, signs, packages, wrappers, cartons,\ncirculars, advertisements, and other items bearing or containing any\nreproduction or representation of any Trademark shall automatically and without\ncost to Licensor become the property of Licensor, and Licensee shall\nimmediately deliver the same to Licensor's place of business or other location\ndesignated by Licensor.  The reasonable cost of such delivery shall be paid by\nLicensor.\n        \n21.3 LICENSEE'S OBLIGATIONS.  The termination of this Agreement for any reason\nshall not relieve Licensee of any accrued obligations to Licensor nor shall\nsuch action relieve Licensee of any obligation or duty which accrued on or\nafter the termination or expiration of this Agreement.\n\n21.4 NO RIGHT IN LICENSEE.  Except for the right to use the Trademark as\nspecifically provided for in this Agreement, (i) Licensee shall have no right,\ntitle or interest in or to the Trademark; and (ii) upon and after the\ntermination of this Agreement, all rights granted to Licensee hereunder,\ntogether with any interest in and to the Trademark that Licensee may acquire,\nshall forthwith and without further act or instrument be assigned to and revert\nto the Licensor.  In addition, Licensee shall execute any instruments requested\nby Licensor to accomplish or confirm the foregoing.  Any such assignment,\ntransfer or conveyance shall be without consideration other than the mutual\nagreements contained herein.\n\n21.5 SURVIVAL OF TERMS.  The provisions of this Article 21 shall survive the\ntermination (or expiration) of this Agreement.\n\nARTICLE 22\nLICENSOR COVENANT\n\nDuring the Contract Term or Extension Term hereof, Licensor agrees that\nit will not, either alone or acting together with a third party, manufacture,\nmarket, sell or distribute any Product in the Territory, provided that during\nthe final ninety (90) days of any Contract or Extension Term hereof, and upon \nprior written notice to Licensee, Licensor shall have the right to design and \nmanufacture such products and to negotiate and conclude such agreements as it \ndesires pursuant to which it may grant licenses to any party or parties of any\nor all of the rights herein granted to Licensee; provided, however, that no such\nproducts shall be shipped by Licensor or any third party other than Licensee\nprior to the expiration or termination of this Agreement (exclusive of the\nadditional two hundred and seventy (270) day period as provided in Article 21 \nhereof).\n\n\n\n                                     -14-\n\n\n\n\nARTICLE 23\nGOODWILL\n\nLicensee acknowledges and recognizes that the Trademark is of substantial\nsignificance and value to Licensor and that said Trademark has acquired\nvaluable secondary meaning, value and goodwill.  Except as may be otherwise\nspecified in this Agreement, Licensee shall not use any Trademark or any name\nor symbol similar thereto as part of its name or symbol or as part of the name\nor symbol of any corporation, partnership, joint venture, proprietorship or\nother entity or person which it controls or with which it is affiliated.\n\nARTICLE 24\nINSURANCE\n\nLicensee shall at all times carry product liability insurance with respect to\nthe Trademarked Product with a limit of liability of not less than $2 million\nand Licensor shall be named therein as an additional insured as its interests\nmay appear.  Such insurance may be obtained in connection with a policy of\nproduct liability insurance which covers products other than the Trademarked\nProduct and shall provide for at least thirty (30) days' prior written notice\nto Licensor of the cancellation or substantial modification thereof.  Licensee\nshall deliver to Licensor a certificate evidencing the existence of such\ninsurance policies promptly after their issuance.\n\nARTICLE 25\nAGENTS, FINDERS AND BROKERS\n\nEach of the parties to this Agreement shall be responsible for the payment of\nany and all agent, brokerage and\/or finder commissions, fees and related\nexpenses incurred by it in connection with this Agreement or the transactions\ncontemplated hereby and shall indemnify the other and hold it harmless from any\nand all liability (including, without limitation, reasonable attorney's fees\nand disbursements paid or incurred in connection with any such liability) for\nany agent, brokerage and\/or finder commissions, fees and related expenses\nclaimed by its agent, broker or finder, if any, in connection with this\nAgreement or the transactions contemplated hereby. Licensor's sole\nagent\/finder\/broker in connection with this Agreement is Leveraged Marketing\nCorporation of America ('LMCA') with offices at 156 West 56th Street, New York,\nNew York 10019.  All commissions, fees, and\/or other monies due LMCA in\nconnection with this Agreement shall be borne exclusively by Licensor as per\nthe Agency Agreement of March 1, 1995.\n\nARTICLE 26\nRESERVED RIGHTS\n\nRights not herein specifically granted to Licensee are reserved by Licensor and\nmay be used by Licensor without limitation.  Any use by Licensor of such\nreserved rights, including but not limited to the use or authorization of the\nuse of any Trademark in any manner whatsoever not\n\n\n                                     -15-\n\n\n\ninconsistent with Licensee's right hereunder, shall not be deemed to be\ninterference with or infringement or any of Licensee's rights.\n\nARTICLE 27\nAPPLICABLE LAW\n\nThis Agreement shall be construed and governed, in all respects, by the law of\nthe State of Ohio applicable to contracts made and to be performed in that\nstate without reference to any provisions relating to conflicts of law.  Any\nlegal action or proceeding of any sort against Licensor by or on behalf of\nLicensee shall be brought in a court of competent jurisdiction in Cuyahoga\nCounty, Ohio.\n\nARTICLE 28\nNON-AGENCY OF PARTIES\n\nThis Agreement does not constitute or appoint Licensee as the agent or legal\nrepresentative of Licensor, or Licensor as the agent or legal representative of\nLicensee, for any purpose whatsoever.  Licensee is not granted any right or\nauthority to assume or to create any obligation or responsibility, express or\nimplied, on behalf of or in the name of, Licensor or to bind Licensor in any\nmanner or thing whatsoever, nor is Licensor granted any right or authority to\nassume or create any obligation or responsibility, express or implied, on\nbehalf of or in the name of Licensee, or to bind Licensee in any manner or\nthing whatsoever.  No joint venture or partnership between the parties hereto\nis intended or shall be inferred.\n\nARTICLE 29\nAMENDMENTS AND WAIVERS\n\nThis Agreement may be amended or modified only in a writing executed by the\nparties hereto, and either party hereto may waive any of its rights hereunder\nor performance by the other party of any of its obligations hereunder, only by\ninstrument in writing.  In the event either party hereto shall at any time\nwaive any of its rights under this Agreement or the performance by the other\nparty of any of its obligations hereunder, such waiver shall not be construed\nas a continuing waiver of the same rights or obligations, or a waiver of any\nother rights or obligations.\n\n\n\nARTICLE 30\nENTIRE AGREEMENT\n\nThis Agreement constitutes the entire Agreement between the parties as to the\nTrademark Products, and supersedes all prior agreements and understandings\nrelating to the subject matter hereof.\n\n\n                                     -16-\n\n\n\n\nARTICLE 31\nSEPARABILITY OF PROVISIONS\n\nIf any provision of this Agreement is held to be illegal, invalid or\nunenforceable under present or future laws, such provisions shall be fully\nseverable.  This Agreement shall be construed and enforced as if such illegal,\ninvalid or unenforceable provisions had never comprised a part of this\nAgreement, and the remaining provisions of this Agreement shall remain in full\nforce and effect and shall not be affected by the illegal, invalid, or\nunenforceable provision or by its severance from this Agreement.  Furthermore,\nin lieu of such illegal, invalid or unenforceable provision, there shall be\nadded automatically as part of this Agreement a provision as similar in terms\nto such illegal, invalid or unenforceable provision as may be possible and be\nlegal, valid or enforceable.\n\nARTICLE 32\nCOUNTERPARTS; HEADINGS\n\nThis Agreement may be executed in any number of counterparts, each of which\nshall be deemed an original, but all of which shall constitute one and the same\ninstrument.  The headings herein are set out for convenience of reference only\nand shall not be deemed a part of this Agreement.\n\nARTICLE 33\nBINDING EFFECT\n\nThis Agreement shall be binding upon and shall inure to the benefit of the\nparties hereto and, subject to the provisions of Article 16 of this Agreement,\ntheir respective permitted successors and assigns.\n\nARTICLE 34\nINDEMNIFICATION\n\n34.1 LICENSOR INDEMNIFIED PARTIES; BASIC INDEMNIFICATION.  For purposes of this\nSection, 'Licensor Indemnified Parties' refers to Licensor and officers,\ndirectors, employees and agents of Licensor.  Licensee shall indemnify and hold\nharmless the Licensor Indemnified Parties and each of them from and against the\ncosts and expenses (including, without limitation, reasonable attorneys' fees\nand costs) of any and all claims, suits, losses, damages, costs, demands,\nobligations, investigations, causes of action, and judgments arising out of:\n\n(a)     the actual or alleged unauthorized use by Licensee of any trademark \n        (including, without limitation, the Trademark), patent, process, \n        method or device;\n(b)     the actual or alleged infringement by Licensee of any copyrights, trade\n        name or patent or any act by Licensee held to constitute libel, slander\n        or defamation; the invasion by Licensee of the right of privacy, \n        publicity, or other property right;\n(d)     the failure to perform of, or any defect in, or use of, the Trademarked\n        Product, including without limitation any injuries to the person or to\n        property arising therefrom;\n(e)     the infringement or breach of other personal or property right of any\n        person, firm or corporation by Licensee, its officers, employees,\n        agents, or anyone directly or indirectly acting by, through, on behalf\n        of, or pursuant to contractual or any other relationship with Licensee;\n        and\n(f)     Licensee's sales and\/or promotional efforts; provided; however, that \n        the indemnification obligations of Licensee pursuant to this Article 34\n        shall not apply with\n\n                                     -17-\n\n\n\nrespect to any of the events set forth in (a) through (f) above to the extent\nthat such event is attributable to any event described under Section 34.2 \nhereof as to which Licensor shall indemnify Licensee.\n\n\n34.2 LICENSEE INDEMNIFIED PARTIES; BASIC INDEMNIFICATION.  For purposes of this\nSection, 'Licensee Indemnified Parties' refers to Licensee and officers,\ndirectors, employees and agents of Licensee.  Licensor shall indemnify and hold\nharmless the Licensee Indemnified Parties and each of them from and against the\ncost and expenses (including, without limitation, reasonable attorneys' fees\nand costs) of any and all claims, suits, losses, damages, costs, demands,\nobligations, investigations, causes of action, and judgments arising out of any\nassertion or allegation by any persons, entities or government agencies that\nany Trademark infringes any trademark, trade name or any other personal or\nproperty right of a third party.\n\n34.3 INDEMNIFICATION FOR BREACH.  Each party hereto shall indemnify and forever\nhold harmless the other party against and from any and all claims, suits,\nlosses, damages, costs, obligations, liabilities, judgments, damages and\nexpenses, including, without limitation, reasonable attorneys' fees arising out\nof breach or alleged breach by such party of any provision of this Agreement,\nor any misrepresentation made by such party herein or any act not expressly\nauthorized herein.\n\n34.4 SURVIVAL OF TERMS.  The provisions of this Article 34 shall survive the\ntermination (or expiration) of this Agreement.\n\nARTICLE 35\nINFORMATION\n\n35.1 CONFIDENTIALITY. Licensor and Licensee may from time to time disclose to\neach other sales, engineering, applications, drawings, designs and any other\nknowledge, information, techniques, know-how or data pertaining to the\nmanufacture, use, application, marketing, distribution and sale of the\nTrademarked Product or other products of Licensor or Licensee (the\n'Information'). Each party hereto shall hold in confidence all such data and\ninformation and shall not disclose such data and information except to such\npersonnel and employees as are necessary for the effective performance of this\nAgreement or as otherwise permitted by this Agreement. Licensor and Licensee\nshall cause all data, documents or other written or printed\n\n\n                                     -18-\n\n\n\nmaterials embodying the Information to be plainly marked to indicate the \nsecret and confidential nature thereof and to prevent unauthorized access \nthereto, or reproduction or use thereof.   Licensor and Licensee shall take \nany necessary action, including court proceedings, to comply and to compel \ncompliance with the provisions of this Article 35.  The obligations undertaken\nby Licensor and Licensee pursuant to this Article 35 shall not apply to any \nsuch data or information which is or becomes published or otherwise generally \navailable to the public without fault of a party hereto or is otherwise \nlawfully acquired by a party hereto and such obligations shall, as so limited,\nsurvive the expiration or termination of this Agreement.  Upon termination of \nthis Agreement, either party hereto may request the prompt return of all \nwritten materials received from the other party including originals, copies, \nextractions, translations and reproductions thereof.  This Agreement is not \nintended to and shall not be construed to give either party any vested right, \ntitle or interest in the Trademarked Product or the Information.\n\n35.2 CONFIDENTIALITY OF TERMS OF AGREEMENT.  Licensee shall not disclose to any\nthird party information relating to the terms and conditions of this Agreement,\nincluding royalty rates, the amounts of Minimum NIV Sales or Minimum Royalties\nor the amount of the Initial Royalty Payment pursuant to this Agreement.\n\n35.3 SURVIVAL OF TERMS.  The provisions of this Article 35 shall survive the\ntermination of this Agreement.\n\nARTICLE 36\nANNOUNCEMENTS\n\n36.1 PUBLIC ANNOUNCEMENTS.  Unless expressly approved in advance in writing by\nthe other party, neither party shall make any public announcement regarding the\nsubject matter or existence of this Agreement except as required by law.  If\nsuch announcement is required by law, the announcing party shall give the other\nparty reasonable notice of such announcement and shall consult with the other\nparty regarding such announcement.\n\n36.2 IMMEDIATE DISCLOSURE OF PUBLIC ANNOUNCEMENTS.  Licensee shall include\nLicensor and its agent, LMCA, among its list of recipients for press releases\nand all other public announcements regarding its\n\nARTICLE 37\nADDRESSES FOR NOTICE\n\nAll notices, statements, consents, instructions or other documents required or\nauthorized to be given hereunder shall be in writing, and shall be delivered\npersonally to an officer, partner or authorized representative of the other\nparty or by facsimile and confirmed by certified mail, return receipt\nrequested, addressed to the parties concerned as follows:\n\n                                     -19-\n\n\n\n\n\n\n\n                        \n      to Licensee at:      Salton\/Maxim Housewares, Inc.\n                           550 Business Center Drive\n                           Mt Prospect, Illinois 60056\n                           Facsimile:  708-803-8080\n\n      with copies to:      Neal Aizenstein, Esq.\n                           Sonnenschein Nath &amp; Rosenthal\n                           8000 Sears Tower\n                           Chicago, Illinois 60606\n                           Facsimile:  312-876-7934\n\n      and to Licensor at:  White Consolidated Industries, Inc.\n                           11770 Berea Road\n                           Cleveland, Ohio 44111\n                           Facsimile: 216-252-8158\n\n      with copies to:      Ms. M. Sharon Schiller, Trademark Counsel\n                           White Consolidated Industries, Inc.\n                           11770 Berea Road\n                           Cleveland, Ohio 44111\n                           Facsimile:  216-252-8158\n\n\n\n\n\n                                     -20-\n\n\n\n\n\n\nand                       Mr. Allan R. Feldman\n                          Leveraged Marketing Corporation of America\n                          156 West 56th Street\n                          New York, New York  10019\n                          Facsimile:  212-581-1461\n\n\nand shall be deemed to have been given upon receipt.\n\n     IN WITNESS WHEREOF, this Agreement is executed on the day and year \nfirst written above.\n\n\nWhite Consolidated Industries, Inc. (Licensor)\n\n\n\n__________________________________________________\n\nBy:  Stanley R. Miller\n     Assistant Secretary\n\n\n\nSalton\/Maxim Housewares, Inc. (Licensee)\n\n\n\n__________________________________________________\n\nBy:  William B. Rue\n     Senior Vice President\/COO\n\n\n                                     -21-\n\n                                   EXHIBIT A\n\n                            Effective:  May 21, 1996\n\n\nCategory 1:   Personal Care\n              1.  Hair Dryers\n              2.  Hair Curlers\n              3.  Curling Wands and brushes\n              4.  Make-up Mirrors\n              5.  Nail, Face Feet and Body Care Products\n              6.  Massagers\n\nCategory 2:   Fans and Heaters\n              7.  Portable Cooling Fans\n              8.  Portable Room Heaters and Heater\/Fan Combinations\n\nCategory 3:   Tabletop Air Cleaners and Humidifiers\n              9.  Portable Room Air Cleaners\n              10. Portable Room Air Ionizers and Air Cleaner\/Ionizer\n                  Combinations\n              11. Portable Room Humidifiers\n\n\n                                     -22-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8750],"corporate_contracts_industries":[9393],"corporate_contracts_types":[9613,9616],"class_list":["post-42483","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-salton-inc","corporate_contracts_industries-consumer__appliances","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\/42483","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=42483"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42483"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42483"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42483"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}