{"id":42855,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/sublicense-agreement-the-ralph-lauren-home-collection-and-j-p.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"sublicense-agreement-the-ralph-lauren-home-collection-and-j-p","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/sublicense-agreement-the-ralph-lauren-home-collection-and-j-p.html","title":{"rendered":"Sublicense Agreement &#8211; The Ralph Lauren Home Collection and J.P. Stevens &#038; Co. Inc."},"content":{"rendered":"<pre>\n                                                                   April 8, 1992\n\n\n\n                              SUBLICENSE AGREEMENT\n\n\n                  THIS AGREEMENT made as of February 1, 1992, between THE RALPH\nLAUREN HOME COLLECTION, with a principal place of business at 1185 Avenue of the\nAmericas, New York, New York ('RLHC'), and J.P. STEVENS &amp; CO. INC., with a\nprincipal place of business at 1185 Avenue of the Americas, New York, New York\n10036 ('Company').\n\n                              W I T N E S S E T H :\n\n                  WHEREAS, RLHC is a division of Polo Ralph Lauren Corporation,\na New York Corporation ('Polo'); and\n\n                  WHEREAS, Polo owns, and RLHC is the exclusive licensee of the\nrights to use, the 'Licensed Mark', hereinafter defined, in connection with the\nmanufacture and sale in the United States of certain items of home furnishings,\nincluding the 'Licensed Products', hereinafter defined; and\n\n                  WHEREAS, Company desires to obtain, and RLHC is willing to\ngrant, an exclusive sublicense, pursuant to which Company shall have the right\nto use the Licensed Mark and, through RLHC, to obtain Design Concepts and other\nprofessional services from Design Studio in connection with the manufacture and\nsale of Licensed Products in the United States;\n\n                  NOW, THEREFORE, in consideration of the premises and of the\nmutual covenants and undertakings hereinafter set forth, the parties hereto\nagree as follows:\n\n                  1. Definitions. As used in this Agreement, the term:\n\n                           1.1 'Bathroom Products' shall mean those items of\nhome furnishings listed on Schedule A attached hereto, all bearing the Licensed\nMark.\n\n                           1.2 'Bedroom Products' shall mean those items of home\nfurnishings listed on Schedule B attached hereto, all bearing the Licensed Mark.\n\n                           1.3 'Licensed Products' shall mean the Bathroom\nProducts and the Bedroom Products.\n\n                                                                               2\n\n\n\n                           1.4 'Licensed Mark' shall mean either the trademark\n'Ralph (Polo Player Design) Lauren', the representation of the Polo Player\nDesign or the trademark 'Ralph Lauren' and unless the context indicates\notherwise, all of such trademarks, and any other trademark RLHC may, from time\nto time at its sole discretion, specifically authorize for use by Company. Polo\nshall have the sole right to determine which trademark shall be used in\nconnection with each particular Licensed Product.\n\n                           1.5 'Territory' shall mean the United States of\nAmerica.\n\n                  2. Grant of License.\n\n                           2.1 Subject to the terms and provisions hereof, RLHC\nhereby grants Company, and Company hereby accepts, the exclusive, non-assignable\nright to use the Licensed Mark for the term of this Agreement, in connection\nwith the manufacture and sale to the trade of Licensed Products in the\nTerritory.\n\n                           2.2 The sublicense granted herein applies solely to\nthe use of the Licensed Mark in connection with the manufacture and sale to the\ntrade of the Licensed Products. No use of any other trademark of RLHC, Lauren or\nPolo or of any of their related companies (as such term is defined in the Lanham\nAct), and no use of the Licensed Mark in connection with the manufacture and\nsale of any other products, shall be authorized or permitted pursuant to this\nsublicense.\n\n                           2.3 RLHC reserves all rights granted to it under its\nagreements with Polo and Lauren which are not expressly and exclusively granted\nto Company hereunder, and RLHC may grant sublicenses to others in the Territory\nin connection with the items of home furnishings designated in such agreements,\nexcept for the Licensed Products specifically licensed hereunder.\n\n                           2.4 It is understood and agreed that all right, title\nand interest in and to the Licensed Mark are reserved by Polo for its own use or\nfor the use of any other licensee, whether within or outside the Territory, in\nconnection with any and all products and services other than the rights granted\nto Company herein. Without limiting the generality of the foregoing, Company\nunderstands and agrees that RLHC or Polo may manufacture or authorize third\nparties to manufacture, in the Territory, Licensed Products for ultimate sale\noutside the Territory.\n\n                           2.5 RLHC shall not, without Company's consent, grant\nto others the right and license to use a trademark which bears the words 'Polo'\nor 'Ralph Lauren' in connection with the Licensed Products within the Territory.\nTo the extent that it is legally possible to do so, no license is granted\nhereunder for the manufacture, sale or distribution of Licensed Products to be\nused for publicity purposes, other than publicity of Licensed Products, in\ncombination sales, as premiums or giveaways or to be disposed of under or in\nconnection with similar\n\n                                                                               3\n\n\n\n\nmethods of merchandising, such rights being specifically reserved for RLHC.\nCompany shall not without Licensor's prior written approval sell any Licensed\nProducts bearing the Mark to any third party which, directly or indirectly,\nsells or proposes to sell such Licensed Products outside the Territory. Company\nshall use its best efforts to prevent any such resale outside the Territory and\nshall, immediately upon learning or receiving notice from RLHC that a customer\nis selling Licensed Products outside the Territory, cease all sales and\ndeliveries to such customer.\n\n                           2.6 Company shall not purport to grant any right,\npermission or sublicense hereunder to any third party, whether at common law or\notherwise. In the event of any attempted assignment or sublicense by Company\nwithout RLHC's prior written consent, RLHC may at its option immediately\nterminate such sublicense and this Agreement by written notice to Company to\nsuch effect; any such attempted assignment or sublicense shall otherwise be\nnull, void and of no force or effect.\n\n                           2.7 Company shall not use, or permit another person\nor entity in its control to use, the words 'Polo' or 'Ralph Lauren' as part of a\ncorporate name or tradename and Company shall not otherwise permit use of the\nLicensed Mark in such a way so as to give the impression that the names 'Polo'\nor 'Ralph Lauren', or the Licensed Mark, or any modification thereof, is the\nproperty of Company.\n\n                           2.8 Notwithstanding anything to the contrary herein\ncontained, RLHC hereby reserves the right from time to time to authorize the\nmanufacture and sale of Licensed Products as part of a combination sale, or\npremium or giveaway with certain products other than Licensed Products bearing\nthe Ralph Lauren name; provided, however, such Licensed Products shall not (i)\nbe substantially identical to products distributed by the Company and (ii)\nunreasonably interfere with the distribution of Licensed Products by the\nCompany.\n\n                           2.9 RLHC represents and warrants to Company that upon\nobtaining the consents set forth on the signature page hereof, it shall have\nfull legal right, power and authority to grant the sublicense hereby granted by\nRLHC to Company, to enter into this Agreement, to perform all of its obligations\nhereunder, and to consummate all of the transactions contemplated herein.\n\n                           2.10 Company represents and warrants to RLHC that it\nhas full legal right, power and authority to enter into this Agreement, to\nperform all of its obligations hereunder and to consummate all of the\ntransactions contemplated herein.\n\n                           2.11 Company recognizes that there are many\nuncertainties in the business contemplated by this Agreement. Company agrees and\nacknowledges that other than those representations explicitly contained in this\nAgreement, if any, no representations, warranties or guarantees of any kind have\nbeen made to Company, either by RLHC, Polo or Lauren, or by anyone acting on\ntheir behalf. Without limitation, no representations concerning the value of the\nLicensed Products or the\n\n                                                                               4\n\n\n\nprospects for the level of their sales or profits have been made and Company has\nmade its own independent business evaluation in deciding to manufacture and\ndistribute the Licensed Products on the terms set forth herein.\n\n                  3. Design Standards and Prestige of Licensed Products.\n\n                           3.1 Lauren is an internationally famous designer who\nhas been twice inducted into the Coty Hall of Fame for his creation and design\nof men's and women's fashions and is a creator of original designs for\ncosmetics, jewelry and other products. The value of the Licensed Mark is largely\nderived from the reputation, skill and personal efforts of Lauren in designing.\n\n                           3.2 RLHC agrees to provide Company with the benefit\nof the services of Lauren in connection with the creation and design of Licensed\nProducts, subject to terms and provisions herein, in order to enable Company to\nexploit the rights granted to it under this Sublicense Agreement and to\nmanufacture Licensed Products in conformity with the established prestige and\ngood will of the Licensed Mark. All Licensed Products manufactured or caused to\nbe manufactured and sold by Company shall be made in accordance with the design\nand other information approved under this Agreement, and in all other respects\nin conformity with the terms hereof.\n\n                           3.3 Company acknowledges that the Licensed Mark has\nestablished prestige and good will and is well recognized in the trade and the\npublic, and that it is of great importance to RLHC that in the manufacture and\nsale of the various lines of products bearing the Licensed Mark, including the\nLicensed Products, the high standards and reputation Polo and Lauren have\nestablished be maintained. Accordingly, all items of Licensed Products\nmanufactured by Company hereunder shall be of high quality workmanship with\nadherence to all details and characteristics embodied in the designs furnished\npursuant to the provisions of this Agreement. Company shall, upon RLHC's\nrequest, supply RLHC with samples of Licensed Products (including samples of\nlabeling and packaging used in connection therewith) prior to production and\nfrom time to time during production, and shall, at all times during the term\nhereof, upon RLHC's request, make its manufacturing facilities available to\nRLHC, Polo and\/or Lauren, and shall use its best efforts to make available each\nsubcontractor's manufacturing facilities, for inspection by representatives of\nRLHC, Polo and\/or Lauren during usual working hours. No sales of Licensed\nProducts as miscuts, damaged or defective merchandise shall contain any labels\nor other identification bearing the Licensed Mark without Polo's prior written\napproval.\n\n                  4. Marketing; Advertising.\n\n                           4.1 Licensed Products shall be marketed in a manner\nconsistent with the quality and prestige of the Licensed Mark and only to those\ncustomers expressly approved by Polo. Prior to the opening of each selling\nseason,\n\n                                                                               5\n\n\n\n\nCompany shall submit a written list of its customers to RLHC for RLHC's\napproval. It is understood that such approval shall not be unreasonably\nwithheld, and shall be based on considerations of quality and prestige of the\nLicensed Mark. In the event RLHC disapproves a customer, RLHC shall advise\nCompany of its reasons for refusing to approve such customer. If Company shall\ndecide during the season to sell to customers not previously approved by RLHC,\nCompany shall so advise RLHC and shall not sell to such additional customers\nwithout the approval of RLHC as aforesaid.\n\n                           4.2 Company shall maintain the high standards of the\nLicensed Mark as applied to Licensed Products, in all packaging and promotion of\nthe Licensed Products. Company shall not employ or otherwise release any of such\npackaging or other business materials relating to any Licensed Products and\nbearing the Licensed Mark, unless and until Company shall have made a request in\nwriting for approval, and RLHC shall have consented to the same in writing.\nApproval or disapproval of any such proposed use shall be given by RLHC as\npromptly as reasonably practicable after receipt of Company's request in\nconnection therewith, but in all cases within twenty-one (21) business days\nafter receipt by RLHC of Company's request; if neither approval nor disapproval\nhas been given within such time, approval shall be deemed to have been given.\nAny such approval shall be effective until revoked by RLHC; provided, however,\nto the extent RLHC's approval relates only to a seasonal collection of Licensed\nProducts, Company shall not thereafter use said packaging or business materials\nwithout RLHC's further approval.\n\n                           4.3 Provided approval to use the Licensed Mark as\npart of a specific piece of packaging or business material remains effective, it\nshall not be necessary to obtain prior approval for each separate, substantially\nsimilar use of the Licensed Mark containing immaterial changes from the use of\nthe Licensed Mark so approved. Notwithstanding the foregoing, Company shall, as\nsoon as is reasonably possible, either prior to publication, release or other\npublic showing, or immediately thereafter, deliver to RLHC a tear sheet, proof\nor 'mock-up' of any such changed use of the Licensed Mark, which shall be\nsubject to disapproval by RLHC; if such disapproval shall be expressed, the same\nshall not be used at any later time unless approval thereof shall be later\nobtained.\n\n                           4.4 Anything in this Agreement to the contrary\nnotwithstanding, as between RLHC and Company, RLHC shall have the sole and\nexclusive right to prepare or place any and all advertising of any nature with\nrespect to the Licensed Products. Any and all cooperative advertising campaigns\nsupported or approved by Company shall be subject to the prior approval of RLHC.\nIn the event RLHC during the term hereof authorizes Company to prepare and place\nany advertising with respect to the Licensed Products, Company shall not place\nany such advertising unless and until Company shall have made a request in\nwriting to RLHC for approval of such advertising detailing the use to be made of\nthe advertising material (e.g. TV, print, radio), and RLHC shall have approved\nthe same in writing. Any approval granted hereunder shall be limited to use\nduring the seasonal collection\n\n                                                                               6\n\n\n\nof Licensed Products to which such advertising relates and shall be further\nlimited to the use (e.g. TV, print, radio) for which approval by RLHC was\ngranted.\n\n                           4.5 Company shall maintain the highest quality and\nstandards of the Licensed Products and shall exercise its best efforts to\nsafeguard the established prestige and good will of the name Ralph Lauren and\nthe Lauren image, at the same level of prestige and good will as heretofore\nmaintained. 'Image', as used herein, refers primarily to quality and style of\npackaging, shipping, customer service, promotion, selling tools, creation and\nintroduction of new products and types of outlets (with reference to quality of\nservice provided by retail outlets and quality of presentation of Lauren\nmerchandise in retail outlets). Company shall take all necessary steps, and all\nsteps reasonably requested by RLHC, to prevent or avoid any misuse of the\nLicensed Mark by any of its customers, contractors or other resources.\n\n                           4.6 To the extent permitted by applicable law, RLHC\nmay from time to time, and in writing, promulgate uniform rules and regulations\nto Company relating to the manner of use of the Licensed Mark. Company shall\ncomply with such rules and regulations.\n\n                           4.7 Company agrees to make available for purchase,\nand to sell on its customary price, credit and payment terms, all lines and\nstyles of Licensed Products to retail stores in the Territory bearing any\ntrademark of Polo or its affiliates pursuant to a license from Polo or any of\nits affiliates and to any stores or facilities operated or owned by Polo and\/or\nits affiliates, which are authorized to sell Licensed Products within such\nretail stores. Notwithstanding anything to the contrary contained herein, in the\nevent that any such Licensed Products are not so made available by Company to\nsuch stores or facilities, and in addition to any other remedy available to RLHC\nhereunder, such Licensed Products may be made available to such stores by RLHC\n(or its affiliates or other licensees).\n\n                  5. Trademark and Copyright Protection.\n\n                           5.1 All uses of the Licensed Mark by Company,\nincluding, without limitation, use in any business documents, invoices,\nstationery, advertising, promotions, labels, packaging and otherwise, shall be\nsubject to paragraph 4 hereof and shall require RLHC's prior written consent,\nand all uses of the Licensed Mark by Company in advertising, promotions, labels\nand packaging shall bear the notation, 'Ralph (Polo Player Design) Lauren', the\nrepresentation of the Polo Player Design, or 'Ralph Lauren.' Company\nacknowledges and agrees that its use of the Licensed Mark shall at all times be\nas sublicensee of RLHC for the account and benefit of RLHC, Polo and Lauren. All\nuses of the Licensed Mark pursuant to this Agreement shall be for the sole\nbenefit of Polo and shall not vest in Company any title to or right or\npresumptive right to continue such use. For the purposes of trademark\nregistrations, sales by Company or RLHC shall be deemed to have been made\nby Polo.\n\n                                                                               7\n\n\n\n                           5.2 Company will cooperate fully and in good faith\nwith RLHC for the purpose of securing and preserving RLHC's and Polo's rights in\nand to the Licensed Mark. Nothing contained in this Agreement shall be construed\nas an assignment or grant to Company of any right, title or interest in or to\nthe Licensed Mark or any of RLHC's or Polo's other trademarks, and all rights\nrelating thereto are reserved by RLHC and Polo, relative to their respective\ninterests therein, except for the sublicense hereunder to Company of the right\nto use and utilize the Licensed Mark only as specifically and expressly provided\nherein. Company acknowledges that only Polo may file and prosecute a trademark\napplication or applications to register the Licensed Mark for Licensed Products.\n\n                           5.3 Company will not, during the term of this\nAgreement or thereafter, (a) attack Polo's title or rights, or RLHC's rights, in\nand to the Licensed Mark in any jurisdiction, or attack the validity of this\nSublicense or of the Licensed Mark, or (b) contest the fact that Company's\nrights under this Agreement (i) are solely those of a manufacturer or\ndistributor, and (ii) subject to the provisions of paragraph 14 hereof,\nterminate upon termination of this Agreement. The provisions of this paragraph\n5.3 shall survive the termination or expiration of this Agreement.\n\n                           5.4 All right, title and interest in and to all\nsamples, sketches, designs, artwork, logos and other materials furnished by or\nto Polo, Lauren or RLHC, whether created by Polo, Lauren, RLHC or Company, are\nhereby assigned in perpetuity to, and shall be the sole property of, Polo, RLHC\nand\/or Lauren, as the case may be. Company will assist RLHC, Polo and Lauren, at\nRLHC's, Polo's or Lauren's expense, as the case may be (provided that RLHC, Polo\nand\/or Lauren shall not be responsible for the cost of the time and effort\nexpended by Company's officers and employees in connection with furnishing such\nassistance) to the extent necessary in the protection of or the procurement of\nany protection of the rights of Polo or Lauren, as the case may be, to the\nLicensed Mark or the designs, design patents or copyrights furnished hereunder,\nas well as to the rights of RLHC to the same. RLHC, Polo and Lauren, as their\ninterests may appear, may commence or prosecute any claims or suits in their own\nnames and may join Company as a party thereto. Company shall promptly notify\nRLHC and Polo in writing of any uses which may be infringements or imitations by\nothers of the Licensed Mark on articles similar to those covered by this\nAgreement, and of any uses which may be infringements or imitations by others of\nthe designs, design patents and copyrights furnished hereunder, which may come\nto the attention of Company. As between Company and RLHC, RLHC shall have the\nsole right with respect to the Licensed Mark, designs, design patents and\ncopyrights furnished hereunder, to determine whether or not any action shall be\ntaken on account of such infringements or imitations. Company shall not\ninstitute any suit or take any action without first obtaining RLHC's written\nconsent to do so.\n\n                                                                               8\n\n\n\n                  6. Designs.\n\n                           6.1 At any time or from time to time Company shall\nprovide RLHC with a list or lists setting forth those Licensed Products for\nwhich Company shall require designing by Lauren.\n\n                           6.2 At any time or from time to time within a\nreasonable period following receipt by RLHC of the aforesaid list or lists, RLHC\nshall provide Company, directly or through Lauren, with Lauren's program of\nsuggested, broad design themes and concepts with respect to the design of the\nLicensed Products ('Design Concepts') which shall be embodied in verbal and\/or\nwritten descriptions of design themes and concepts and such other detailed\ndesigns and sketches therefor, as Lauren deems appropriate. Lauren shall have\nfull discretion with respect to the manner in which the Design Concepts shall be\nformulated and presented to Company. RLHC shall make Lauren available for\nconsultation with Company on Design Concepts for the purpose of making such\nmodifications to the Design Concepts as are required to meet Lauren's approval.\n\n                           6.3 Lauren may engage such employees, agents, and\nconsultants operating under Lauren's supervision and control (such employees,\nagents and consultants being called collectively the 'Design Studio') as he may\ndeem necessary and appropriate.\n\n                           6.4 From time to time while this Agreement is in\neffect, Lauren and\/or the Design Studio may (a) develop or modify and implement\ndesigns from the Design Studio or other designs furnished by Lauren, or (b)\ndevelop and implement new designs.\n\n                           6.5 If Company wishes to prepare a design for each of\nits lines of Licensed Products, it shall submit to RLHC for Lauren's approval\nCompany's proposed design therefor. Lauren may, in his sole discretion, by\nwritten notice, approve any of the designs so furnished, with such modifications\nas he shall deem appropriate, or he may disapprove any or all of the designs.\n\n                           6.6 All patents and copyrights on designs, and all\nartwork, sketches, logos and other materials depicting the designs or Design\nConcepts shall only be applied for by Lauren, at Lauren's discretion and\nexpense, and shall designate Lauren as the patent or copyright owner, as the\ncase may be, thereof.\n\n                           6.7 Company shall include within its collection of\nLicensed Products each design designated by Lauren for inclusion therein. The\nforegoing notwithstanding, in the event the Company is unable, in good faith and\ndue only to physical impossibility or economic impracticability, to include\nwithin a collection of Licensed Products a particular Licensed Product which\nLauren has designed or designated for inclusion in such collection, RLHC shall\nbe entitled to authorize third\n\n                                                                               9\n\n\n\nparties to manufacture and sell such Licensed Products within the Territory and\nCompany shall display and present such Licensed Product(s) in its showroom for\nLicensed Products.\n\n                  7. Design Legends; Copyright Notice and Grant.\n\n                           7.1 All designs, and all artwork, sketches, logos and\nother materials depicting the designs or Design Concepts created by Lauren or\nthe Design Studio, or created by or for Company and reviewed and approved by\nLauren and the Design Studio or developed by or for Company from Design Concepts\nor subsequent design concepts furnished or approved by Lauren or the Design\nStudio, shall be subject to the provisions of this paragraph 7.\n\n                           7.2 Company shall cause to be placed on all Licensed\nProducts, when necessary, appropriate notices designating Lauren as the\ncopyright or design patent owner thereof, as the case may be. Prior to use\nthereof by Company, the manner of presentation of said notices must be reviewed\nand approved in writing by Lauren.\n\n                           7.3 RLHC hereby grants to Company the exclusive\nright, sublicense and privilege in connection with Licensed Products in the\nTerritory to use the designs furnished hereunder and all copyrights, if any,\ntherein, and hereby sublicenses to Company the right to use all patents on such\ndesigns, and shall execute and deliver to Company all documents and instruments\nnecessary to perfect or evidence such sublicense; provided, however, that all\nsuch right, title and interest therein shall revert to Lauren upon termination\nof this Agreement for any reason whatsoever, and Company shall thereupon execute\nand deliver to Lauren all documents and instruments necessary to perfect or\nevidence such reversions and, provided, further, that such sublicense is limited\nto use in connection with Licensed Products authorized to be manufactured and\nsold from time to time pursuant to this Sublicense Agreement. Such sublicense\nshall continue only for such period as this Agreement shall be effective.\n\n                  8. Licensed Products.\n\n                           8.1 Company shall, through RLHC, obtain the written\napproval of Lauren, acting through Mr. Ralph Lauren individually or a designee\nof Lauren, of all Licensed Products, by submitting a Prototype, as hereinafter\ndefined, of each different design or model of a Licensed Product, including, but\nnot limited to, the type and quality of materials, colors and workmanship to be\nused in connection therewith, prior to any commercial production thereof. In the\nevent that Lauren rejects a particular Prototype or Prototypes, Company shall be\nnotified of the reasons for rejection and Company may be provided with\nsuggestions for modifying the particular Prototype or Prototypes which Lauren is\nrejecting. Company shall promptly correct said Prototype or Prototypes and\nresubmit said Prototype or\n\n                                                                              10\n\n\n\nPrototypes for Lauren's approval under the same terms and conditions as set\nforth herein with respect to the first submission of Prototypes. As used herein,\nthe term 'Prototype' shall mean any and all models, or actual samples, of\nLicensed Products; and the term 'Final Prototype' shall mean the actual final\nsample of a Licensed Product from which the first commercial production thereof\nwill be made and which has been approved by Lauren prior to the first commercial\nproduction thereof pursuant to paragraphs 8 and 9 hereof.\n\n                           8.2 The written approval of Lauren of the Prototypes\nfor each seasonal collection shall be evidenced by a written list, signed by Mr.\nRalph Lauren individually or by his designee, setting forth those Prototypes\nthat have been approved for inclusion in such collection. Prototypes so approved\nshall be deemed Final Prototypes in respect of such collection. Approval of any\nand all Prototypes as Final Prototypes shall be in the sole discretion of Mr.\nRalph Lauren, individually, or of his designee. Company shall present for sale,\nthrough the showing of each seasonal collection to the trade, all Final\nPrototypes so approved in respect of such collection.\n\n                           8.3 The Licensed Products thereafter manufactured and\nsold by Company shall strictly adhere, in all respects, including, without\nlimitation, with respect to materials, colors, workmanship dimensions, styling,\ndetail and quality, to the Prototypes approved by Lauren.\n\n                           8.4 Company shall comply with all laws, rules,\nregulations and requirements of any governmental body which may be applicable to\nthe manufacture, distribution, sale or promotion of Licensed Products. Company\nshall advise RLHC to the extent any Final Prototype does not comply with any\nsuch law, rule, regulation or requirement.\n\n                           8.5 Company shall make its personnel, and shall use\nits best efforts to make the personnel of any of its contractors, suppliers and\nother resources, available by appointment during normal business hours for\nconsultation with Lauren or representatives of the Design Studio. Company shall\nmake available to Lauren, upon reasonable notice, marketing plans, reports and\ninformation which Company may have with respect to Licensed Products. In\naddition, when requested by Lauren, Company shall arrange meetings between\nLauren and senior executive personnel of Company to discuss and pursue in good\nfaith the resolution of problems encountered by Lauren in connection with this\nAgreement during the term hereof.\n\n                  9. Quality of Licensed Products.\n\n                           9.1 Lauren shall have the right of approval of the\nstyles, designs, colors, materials, workmanship and quality of all Licensed\nProducts to insure that all Licensed Products manufactured, sold or distributed,\nare of the highest quality and are consistent with the highest standards and\nreputation and established prestige\n\n                                                                              11\n\n\n\n\n\nand good will connected with the name 'Ralph Lauren'. In connection with the\nproduction of each item of Licensed Products, Company shall use only such\nmaterials as Lauren shall have previously approved pursuant to the Final\nPrototype with respect to such item of Licensed Products.\n\n                           9.2 In the event that any Licensed Product is, in the\njudgment of Lauren, not being manufactured or sold in adherence to the\nmaterials, colors, workmanship, design, dimensions, styling, detail and quality,\nembodied in the Final Prototypes, or is otherwise not in accordance with the\nFinal Prototypes, RLHC shall notify Company thereof in writing and Company shall\npromptly repair or change such Licensed Product to conform strictly thereto. If\nan item of Licensed Product as repaired or changed does not strictly conform to\nthe Final Prototypes and such strict conformity cannot be obtained after at\nleast one (1) resubmission, the Licensed Mark shall be promptly removed from the\nitem, at the option of Lauren, in which event the item may be sold by Company,\nsubject to the royalty provisions of Paragraph 10 hereof, provided it is in no\nway identified as a Licensed Product.\n\n                           9.3 RLHC and Lauren and their duly authorized\nrepresentatives shall have the right, upon reasonable notice during normal\nbusiness hours, to inspect all facilities utilized by Company (and its\ncontractors and suppliers) in connection with the preparation of Prototypes and\nthe manufacture, sale, storage or distribution of Licensed Products pursuant\nhereto and to examine Licensed Products in the process of manufacture and when\noffered for sale within Company's operations. Company hereby consents to\nexamination by RLHC and Lauren of Licensed Products held by Company's customers\nfor resale provided Company has such right of examination. Company shall take\nall necessary steps, and all steps reasonably requested by RLHC and Lauren, to\nprevent or avoid any misuse of the licensed designs by any of its customers,\ncontractors or other resources.\n\n                  10. Royalties.\n\n                           10.1 Company shall pay to RLHC minimum royalties each\nyear during the term of this Sublicense Agreement. The minimum royalty with\nrespect to Bathroom Products shall be [***] per year (as hereinafter\ndefined) of this Agreement and [***] per year with respect to Bedroom\nProducts. Minimum royalties shall be paid in equal installments on the last day\nof each quarterly period in each year hereof, commencing with the quarter ending\nApril 30, 1992. With respect to any quarterly period ended the last day of\nOctober, January, April and July of any year of this Agreement, any excess of\nthe aggregate minimum royalties over earned royalties, as described in paragraph\n10.2 hereof, for any quarterly period, shall be set off against earned royalties\nin the subsequent quarterly periods of the same year; provided, however, that no\ncredit shall be permitted against minimum royalties payable in any year on\naccount of earned or minimum royalties paid in any other year and minimum\nroyalties shall not be returnable. For the purposes of this Agreement, a\n\n                                                                              12\n\n\n\n'year' shall mean a period of twelve (12) months commencing on each February 1\nduring the term hereof.\n\n                           10.2 Company shall pay to RLHC earned royalties based\non the Net Sales Price, as hereinafter defined, of all Licensed Products sold\nhereunder. Earned royalties shall equal [***] percent [***] of the Net\nSales Price of all Licensed Products sold under this Agreement, including\nwithout limitation, any sales made pursuant to the terms of paragraphs 3.3, 9.2\nand 14 hereof; provided, however, that no earned royalties shall be owed for\nLicensed Products which have been discounted more than [***] percent [***]\nfrom Company's regular selling price for such Licensed Products to unaffiliated\nparties for sale at retail and provided, further, that except as may otherwise\nbe agreed in a writing signed by both parties hereto, there shall be no\nmodification or adjustment of the royalty rate applicable to all sales of\nLicensed Products hereunder. Statements of operations shall be prepared and\nfurnished by Company to RLHC in accordance with the provisions of paragraph 11\nhereof, with respect to each quarterly period ended the last day of October,\nJanuary, April and July in each year hereof, and shall be furnished to RLHC\nwithin thirty (30) days of the end of each such period. Any excess of earned\nroyalties over the minimum royalties provided in paragraph 10.1 hereof, shall be\nremitted to RLHC within thirty (30) days after the end of each quarterly period.\nThe term 'Net Sales Price' shall be deemed to be the gross sales price to\nretailers or, with respect to Licensed Products that are not sold directly or\nindirectly to retailers, other ultimate consumers (as in the case of\naccommodation sales by Company to its employees), of all sales of Licensed\nProducts sold under this Agreement, less trade discounts actually taken and\nmerchandise returns. The Net Sales Price of any Licensed Products sold by\nCompany to affiliates of Company shall, for purposes of this Agreement, be\ndeemed to be the higher of (a) the actual gross sales price, or (b) Company's\nregular selling price for such Licensed Products sold to unaffiliated parties\nfor sale at retail. Merchandise returns shall be credited in the quarterly\nperiod in which the returns are actually made.\n\n                           10.3 Company shall reimburse Lauren and the Design\nStudio for all his or its travel and promotion expenses incurred with respect to\ndesign development and approval pursuant to this Agreement, and for any\nadditional trips made at Company's request.\n\n                           10.4 If the payment of any installment of royalties\nis delayed for any reason, interest shall accrue on the unpaid principal amount\nof such installment from and after the date on which the same became due\npursuant to paragraphs 10.1 and 10.2 hereof at the lower of the highest rate\npermitted by law in New York or the rate of interest published from time to time\nby Manufacturers Hanover Trust Company, New York, New York ('MHTC') as its\nreference rate, or, if such rate is not published, then the nearest equivalent\nrate thereto then published by MHTC.\n\n                                                                              13\n\n\n\n\n\n                           10.5 The obligation of Company to pay royalties\nhereunder shall be absolute notwithstanding any claim Company may assert against\nPolo, Lauren or RLHC. Company shall not have the right to set off, compensate or\nmake any deduction from such royalty payments for any reason whatsoever.\n\n                  11. Accounting; Records.\n\n                           11.1 Company shall at all times keep an accurate\naccount of all operations within the scope of this Agreement and shall prepare\nand furnish to RLHC full statements of operations with respect to each quarter\nin each year during the term of this Agreement within thirty (30) days of the\nend of such period. Such statements shall include all aggregate gross sales\n(including sales discounted more than [***] percent [***] from Company's\nregular selling price), trade discounts, merchandise returns and Net Sales Price\nof all sales of Licensed Products by product category for the previous quarterly\nperiod. Such statements shall be in sufficient detail to be audited from the\nbooks of the Company and shall be certified by a financial officer of Company.\nOnce each year, which may be in connection with the regular annual audit of the\nCompany's books, Company shall furnish an annual statement of the aggregate\ngross sales, trade discounts, merchandise returns and Net Sales Price of all\nsales of Licensed Products made by Company certified by the independent public\naccountant of Company. The books of account of Company with respect to such\nsales shall be available for inspection and audit by RLHC, Polo and Lauren or\ntheir agents at all reasonable times and shall be made by RLHC, Polo and Lauren\nat their own expense; provided, however, that if there is an error in favor of\nCompany in excess of one percent (1%) of royalties in computing such royalties,\nall expenses in connection with such inspection and audit shall be borne by\nCompany.\n\n                           11.2 Company shall provide to RLHC in the form\nrequested such information as RLHC may reasonably request with respect to the\nmanufacture, distribution and sale of Licensed Products.\n\n                  12. Term. The initial term of this Agreement shall commence as\nof the date hereof and shall terminate on January 31, 1995, unless earlier\nterminated in accordance with the terms hereof.\n\n                  13. Default; Change of Business.\n\n                           13.1 Each of the following shall constitute an event\nof default ('Event of Default') hereunder:\n\n                           (i)      Royalty payments are not paid when due and\n                                    such default continues for more than ten\n                                    (10) days after notice thereof;\n\n                                                                              14\n\n\n\n\n\n                           (ii)     Company defaults in performing any of the\n                                    terms of this Agreement and continues in\n                                    default for a period of thirty (30) days\n                                    after notice thereof (unless the default\n                                    cannot be totally cured within the initial\n                                    thirty (30) day period after notice and\n                                    Company diligently and continuously proceeds\n                                    to cure and does in fact cure such default,\n                                    but within no later than ninety (90) days\n                                    following such initial period);\n\n                           (iii)    Company institutes proceedings seeking\n                                    relief under the Bankruptcy Code or any\n                                    similar law, or consents to entry of an\n                                    order for relief against it in any\n                                    bankruptcy or insolvency proceeding or\n                                    similar proceeding, or files a petition or\n                                    answer or consent for reorganization or\n                                    other relief under any bankruptcy act or\n                                    other similar law, or consents to the filing\n                                    against it of any petition for the\n                                    appointment of a receiver, liquidator,\n                                    assignee, trustee, sequestrator (or other\n                                    similar official) of it or of any\n                                    substantial part of its property, or makes\n                                    an assignment for the benefit of creditors,\n                                    or admits in writing its inability to pay\n                                    its debts as they become due, or takes any\n                                    action in furtherance of the foregoing;\n\n                           (iv)     Company transfers or agrees to transfer a\n                                    substantial part of its property (except as\n                                    provided in paragraph 13.3 below), which\n                                    transfer impairs Company's ability to\n                                    perform under this Agreement;\n\n                           (v)      The calling of a meeting of creditors,\n                                    appointment of a committee of creditors or\n                                    liquidating agents, or offering of a\n                                    composition or extension to creditors by,\n                                    for, or of Company;\n\n                           (vi)     If Company shall, after achieving\n                                    distribution and sale of the Licensed\n                                    Products throughout the Territory thereafter\n                                    fail for a consecutive period in excess of\n                                    two (2) months to continue the bona fide\n                                    manufacture, distribution and sale of the\n                                    Licensed Product;\n\n                           (vii)    If the quality of the Licensed Products\n                                    should become lower than that in the\n                                    approved Prototypes referred to in paragraph\n                                    8 hereof; or\n\n                           (viii)   If Company shall use the Licensed Marks in\n                                    an unauthorized or improper manner and\/or if\n                                    Company\n\n                                                                              15\n\n\n\n                                    shall make an unauthorized disclosure of\n                                    confidential information or materials given\n                                    or loaned to Company by Polo, Lauren and or\n                                    RLHC.\n\n                           13.2 If any Event of Default shall occur, RLHC, Polo\nor Lauren, or any of them, shall have the right, exercisable in its or his sole\ndiscretion, to immediately terminate this Agreement and the sublicense upon ten\n(10) days written notice to Company of its or his intention to do so, and upon\nthe expiration of such ten (10) day period, this Agreement and the sublicense,\nincluding, without limitation, all rights of Company in and to the Licensed\nMark, and in and to the designs furnished or used hereunder and all copyrights\ntherein and design patents thereon, shall terminate and come to an end without\nprejudice to any remedy of RLHC for the recovery of any monies (including\nattorneys' fees for collection) then due it under this Agreement or in respect\nof any antecedent breach of this Agreement, and without prejudice to any other\nright of RLHC, including, without limitation, damages for breach to the extent\nthat the same may be recoverable. No assignee for the benefit of creditors,\nreceiver, liquidator, sequestrator, trustee in bankruptcy, sheriff or any other\nofficer of the court or official charged with taking over custody of Company's\nassets or business shall have any right to continue the performance of this\nAgreement.\n\n                           13.3 In the event Company sells or transfers, or\nsuffers a sale or transfer of, by operation of law or otherwise, directly or\nindirectly, control of either its Sheets &amp; Bedroom Accessories Division or its\nTerry Bath &amp; Kitchen Products Division to a third party, Company shall advise\nRLHC thereof in writing within ten (10) days of such sale or transfer. Such\nnotice shall identify the name and address of the third party. Within sixty (60)\ndays of its receipt of such notice, RLHC shall have the right to terminate this\nAgreement, such termination to become effective thirty (30) days after the date\nnotice of termination is received by Company. Subject to the next following\nsentence, the transfer of both the aforementioned divisions to Company's parent\n(Westpoint Pepperell, Inc.) or to a direct or indirect wholly-owned subsidiary\nof Company (or of its parent, Westpoint Pepperell, Inc.), will not constitute a\nsale or transfer to a 'third party' under this subparagraph. The parties agree\nthat the acquisition of a controlling interest in Company or its direct or\nindirect parents by a third party shall be deemed a transfer of control of the\naforesaid divisions pursuant to the first sentence of this subparagraph. In\naddition to, and not in substitution of, its right to terminate this Agreement\nupon receipt of notice of any such sale or transfer of control, RLHC shall have\nthe option to require Company to offer to the landlord of the premises at 1185\nAvenue of the Americas a five-year sublease of the ninth floor on the same terms\nas contained in the lease therefor between the Company and the landlord, for the\npurpose of permitting RLHC to sublease the space from the landlord for such\nperiod and on such terms.\n\n                                                                              16\n\n\n\n\n\n                  14. Disposal of Stock upon Termination or Expiration.\n\n                           14.1 Within ten (10) days following the termination\nof this Agreement for any reason whatsoever, including the expiration of the\nterm hereof, Company shall furnish to RLHC a listing of its inventory of\nLicensed Products on hand or in process wherever situated. For purposes of this\nparagraph, inventory shall mean finished and unfinished Licensed Products and\nroll goods, labels, embellishments, packaging, transparencies, films, and\nechtachromes that are used in connection with the manufacture and packaging of\nthe Licensed Products, artwork and negatives or transparencies to be used in\nconnection with the designs for the upcoming market after the termination or\nexpiration, and prototypes and samples of the Licensed Products (hereafter\ncollectively referred to as 'Inventory'). RLHC shall have the right to conduct a\nphysical inventory of the Inventory in RLHC's possession or under Company's\ncontrol. RLHC or its designee shall have the option (but not the obligation) to\npurchase from Company either or both of (i) all finished Licensed Products and\nsamples and (ii) all other Inventory upon the following terms and conditions:\n\n                           (i) RLHC shall notify Company of its or its\n         designee's intention to exercise the foregoing option within 30 days of\n         delivery of the listing of Inventory above referred to.\n\n                           (ii) RLHC shall pay Company for the finished Licensed\n         Products and samples at a price equal to Company's standard cost\n         therefor (the actual manufacturing cost). RLHC shall pay Company its\n         book value for the remaining items contained in the definition of\n         Inventory above.\n\n                           (iii) Company shall deliver the Inventory purchased\n         within fifteen (15) days after receipt of the notice referred to in\n         clause (i) above. Payment of the purchase price shall be payable upon\n         delivery thereof. RLHC shall be entitled to deduct from such purchase\n         price any amounts owed it by Company.\n\n                           14.2 In the event RLHC chooses not to exercise the\noption referred to in paragraph 14.1 hereof with respect to all or any portion\nof Licensed Products, for a period of ninety (90) days after termination of this\nAgreement for any reason whatsoever, except on account of breach of the\nprovisions of paragraph 3 or 4 hereof, Company may dispose of Licensed Products\nwhich are on hand or in the process of being manufactured at the time of\ntermination of this Agreement, provided Company fully complies with the\nprovisions of this Agreement, including specifically those contained in\nparagraphs 3 and 4 hereof in connection with such disposal. Such sales shall be\nsubject to the payment of earned royalties pursuant to paragraph 10.2. Failure\nby Company to submit the certificate of inventory as set forth in paragraph\n14.1 hereof shall deprive Company of its right of disposal of stock pursuant to\nthis paragraph 14.\n\n                                                                              17\n\n\n\n                  15. Effect of Termination.\n\n                           15.1 Except for the sublicense to use the Licensed\nMark and the designs furnished hereunder only as specifically provided in this\nAgreement, Company shall have no right, title or interest in or to the Licensed\nMark, the designs furnished hereunder and design patents thereon, and all\ncopyrights licensed hereby. Upon and after the termination of this sublicense,\nall rights granted to Company hereunder, including without limitation all right,\ntitle and interest in or with respect to all designs, artworks, sketches and\nother materials depicting or relating to the Licensed Products, together with\nany interest in and to the Licensed Mark Company may acquire, shall forthwith\nautomatically and without further action or instrument be assigned to and revert\nto Polo, Lauren and RLHC, as their interests may appear. Company will execute\nany instruments requested by RLHC to accomplish or confirm the foregoing. Any\nsuch assignment, transfer or conveyance shall be without consideration other\nthan the mutual agreements contained herein. RLHC shall thereafter be free to\nlicense to others the use of the Licensed Mark in connection with the\nmanufacture and sale of the Licensed Products covered hereby, and Company will,\nexcept as specifically provided in paragraph 14 hereof, (i) refrain from any\nfurther use of the Licensed Mark or any reference to it, direct or indirect, or\nanything deemed by RLHC or Polo to be similar to the Licensed Mark, (ii) refrain\nfrom further use of any of the Design Concepts, and (iii) refrain from\nmanufacturing, selling or distributing any products (whether or not they bear\nthe Licensed Mark) which are confusingly similar to, or derived from, the\nLicensed Products or Design Concepts, in connection with the manufacture, sale\nor distribution of Company's products. Upon termination of this Agreement,\nCompany shall forthwith cease the use of the words 'Ralph Lauren' and\/or the\nPolo Player Design in any and all respects.\n\n                           15.2 Notwithstanding any termination or expiration of\nthis Agreement (whether by reason of the expiration of the stated term of this\nAgreement, by earlier termination of this Agreement pursuant to paragraph 13\nhereof, or otherwise) (a) RLHC shall have, and hereby reserves, all the rights\nand remedies which it may have, at law or in equity, with respect to the\ncollection of royalties or other funds payable by Company pursuant to this\nAgreement and the enforcement of all rights relating to the establishment,\nmaintenance or protection of the Licensed Mark and the designs furnished\nhereunder, and (b) Company and RLHC shall continue to have rights and remedies\nwith respect to damages for breach of this Agreement on the part of the other.\n\n                  16. Remedies. Company acknowledges and admits that there would\nbe no adequate remedy at law for its failure (except as otherwise provided in\nparagraph 14 hereof) to cease the use of the Licensed Mark, or the designs, or\nthe manufacture and sale of the Licensed Products covered by this Agreement at\nthe expiration hereof, and Company agrees that in the event of such failure\nRLHC, Polo and Lauren, or any of them, shall be entitled to equitable relief by\nway of temporary\n\n                                                                              18\n\n\n\nand permanent injunction and such other and further relief as any court with\njurisdiction may deem just and proper. Such relief shall be in addition to and\nnot in substitution of any other remedies available to RLHC, Polo and Lauren, or\nany of them, pursuant to this Agreement or otherwise.\n\n                  17. Liaison. Company shall at all times employ a high level\nmanagerial person reasonably satisfactory to RLHC whose sole material\nresponsibility shall be for the production, merchandising, distribution and\npromotion of the Licensed Product lines. Such person shall act as liaison\nbetween Company and RLHC. In the event such person is not also the product or\nbusiness manager for the Bathroom Products and Bedroom Products, the provisions\nof this paragraph 17 shall similarly apply to such product or business\nmanager(s).\n\n                  18. Indemnity.\n\n                           18.1 RLHC shall indemnify and hold harmless Company\nagainst any and all liability, claims, causes of action, suits, damages and\nexpenses (including reasonable attorneys' fees and expenses in actions involving\nthird parties or between the parties hereto) which Company is or becomes liable\nfor, or may incur solely by reason of its use within the Territory, in strict\naccordance with the terms and conditions of this Agreement, of the Licensed Mark\nor the designs furnished to Company by RLHC or Lauren, to the extent that such\nliability arises through infringement of another's design patent, trademark,\ncopyright or other proprietary rights, provided that Company gives RLHC prompt\nnotice of and full cooperation in the defense against, such claim. If any action\nor proceeding shall be brought or asserted against Company in respect of which\nindemnity may be sought from RLHC under this paragraph 18.1, Company shall\npromptly notify RLHC thereof in writing, and RLHC shall assume and direct the\ndefense thereof. Company may thereafter, at its own expense, be represented by\nits own counsel in such action or proceeding.\n\n                           18.2 To the extent not inconsistent with paragraph\n18.1 hereof, Company shall indemnify and save and hold RLHC, Polo, Lauren and\nRalph Lauren, individually, harmless of and from any and all liability, claims,\ncauses of action, suits, damages and expenses (including reasonable attorneys'\nfees and expenses in actions involving third parties or between the parties\nhereto), which they, or any of them, are or become liable for, or may incur, or\nbe compelled to pay by reason of any acts, whether of omission or commission,\nthat may be committed or suffered by Company or any of its servants, agents or\nemployees in connection with Company's performance of this Agreement, including\nCompany's use of Company's own designs, in connection with Licensed Products\nmanufactured by or on behalf of Company or otherwise in connection with\nCompany's business.\n\n                           18.3 Company shall carry product liability insurance\nwith limits of liability of not less than $3,000,000 per occurrence and\n$3,000,000 per person and RLHC, Polo, Lauren and Ralph Lauren, individually,\nshall be named\n\n                                                                              19\n\n\n\n\n\ntherein as insureds, as their interests may appear. Company shall, promptly\nafter the signing of this Agreement, deliver to RLHC a certificate of such\ninsurance from the insurance carrier, setting forth the scope of coverage and\nthe limits of liability and providing that the policy may not be canceled or\namended without at least thirty (30) days prior written notice to RLHC, Polo,\nLauren and Ralph Lauren.\n\n                  19. Disclosure. RLHC and Company, and their affiliates,\nemployees, attorneys, bankers and accountants, shall hold in confidence and not\nuse or disclose, except as permitted by this Agreement, (i) confidential\ninformation of the other, or (ii) the terms of this Agreement, except upon\nconsent of the other or pursuant to, or as may be required by law, or in\nconnection with, regulatory or administrative proceedings and only then with\nreasonable advance notice of such disclosure to the other. Company shall take\nall reasonable precautions to protect the secrecy of the designs, artwork,\nsketches and other materials used pursuant to this Agreement prior to the\ncommercial distribution or the showing of samples for sale, and shall not sell\nany merchandise employing, or adapted from or resulting from the use of any of\nsaid designs, artwork, sketches or other material, except under the Licensed\nMarks. All press releases and other public announcements shall be subject to the\nprior approval of RLHC. Every request for a statement, release or other inquiry\nshall be sent in writing whenever practicable to the advertising\/publicity\ndirector of RLHC for handling.\n\n                  20. Brokers. Each of RLHC and Company hereby represents and\nwarrants to the other that it has not employed or dealt with any broker or\nfinder in connection with this Agreement or the transactions contemplated\nhereby, and agrees to indemnify the other and hold it harmless from any and all\nliabilities (including, without limitation, reasonable attorneys' fees and\ndisbursements paid or incurred in connection with any such liabilities) for any\nbrokerage commissions or finders' fees in connection with this Agreement or the\ntransactions contemplated hereby, insofar as such liabilities shall be based on\nthe arrangements or agreements made by it or on its behalf.\n\n                  21. Manufacture; Distribution; Sale. Consistent with the high\nquality and prestige of the Licensed Marks and products manufactured by, or\nunder license from, Polo or Lauren, Company undertakes, during the term hereof,\ndiligently to manufacture and sell each and every Licensed Product listed in\nSchedules A and B, to use its best efforts to create a demand therefor, supply\nsuch demand, and maintain adequate arrangements and facilities for the\ndistribution of Licensed Products throughout the Territory. As an essential part\nof its distribution program, Company agrees to maintain adequate inventories\n(consistent with good industry practice) of all such Licensed Products at a\nsingle distribution point to satisfy the requirements of its customers for a\nfull line of such Licensed Products and to expedite the delivery thereof.\n\n                                                                              20\n\n\n\n                  22. Showroom.\n\n                           22.1 Company shall display its Licensed Products at\nthe showroom to be jointly operated and maintained by RLHC and Company on the\nninth floor at 1185 Avenue of the Americas (hereinafter referred to as the 'Home\nCollection Showroom' or 'Showroom'). Company shall also display at the Home\nCollection Showroom products other than Licensed Products which comprise the\nRalph Lauren Home Collection and which are manufactured by other sublicensees of\nRLHC. The parties acknowledge that it is of substantial benefit to the Company\nthat the 'Collection' be displayed and sold as an entirety in order to create\nthe greatest demand for all Collection products, including Licensed Products,\nand to promote the image of the Collection as a complete Ralph Lauren lifestyle\nof products.\n\n                           22.2 Notwithstanding the provisions of paragraph 10.5\nof this Agreement, Company shall be entitled to deduct from minimum and earned\nroyalties due each quarterly period pursuant to paragraphs 10.1 and 10.2 hereof,\none quarter of the annual Qualified Showroom Expenses (as hereinafter defined)\nfor maintaining the Home Collection Showroom referred to in paragraph 22.1\nhereof. The term 'Qualified Showroom Expenses' shall mean the proportionate\nshare (based on square feet) of the actual intercompany allocation charged to\nsubsidiaries of J.P. Stevens &amp; Co., Inc. for rent and leasehold operating\nexpenses (i.e., building, utilities, water, taxes and cleaning, etc.) computed\non a basis consistent with prior practice since 1983 with respect to such\nShowroom. The term 'Qualified Showroom Expenses' shall exclude, however, any\nallocable cost of 600 square feet of storage space which Company shall make\navailable at 1185 Avenue of the Americas for storage of samples and stock. For\npurposes of illustration, for calendar 1986 the Qualified Showroom Expenses for\nmaintaining that portion of the 12th floor at 1185 Avenue of the Americas used\nfor the Ralph Lauren Home Collection (approximately 7,800 square feet) were\n$159,653. In addition to the foregoing, Company shall be entitled to deduct (on\na consistent basis with prior practice) from quarterly minimum and earned\nroyalties, one quarter of the annual charges for office services provided by\nJ.P. Stevens &amp; Co., Inc. to the Home Collection Showroom (i.e., office supplies,\npostage and freight, etc.). The annual charges for office services shall be\ncalculated by subtracting the total amount incurred for telecommunications by\nJ.P. Stevens from the total building expenses incurred by J.P. Stevens for the\neight floors it occupies in the building and multiplying the difference by 1\/8.\nThe foregoing fraction shall be modified if the number of floors occupied by\nJ.P. Stevens changes. Company shall, upon request, make available for inspection\nby RLHC, records substantiating the intercompany charges for rent, leasehold\noperating expenses and office services.\n\n                           22.3 Together with each quarterly royalty remittance,\nthe Company shall submit to RLHC a separate statement, certified by a financial\nofficer of the Company, setting forth the computation of the Qualified Showroom\nExpenses and charges for office services for the then-ended quarter. Within\nsixty (60) days of the end of each year, Company shall submit to RLHC a\nstatement setting forth in\n\n                                                                              21\n\n\n\nreasonable detail the total Qualified Showroom Expenses for the year then ended.\nIf during the year Company shall have deducted in excess of the actual total\nQualified Showroom Expenses, Company's statement shall be accompanied by a check\nin the amount of such excess. If there shall have been a shortage of the\naggregate deductions in relation to the total Qualified Showroom Expenses and\noffice service charges, RLHC shall, within fifteen (15) days of its receipt of\nCompany's statement, remit a check in the amount of the shortage.\n\n                           22.4 Upon the expiration of this Agreement, at RLHC's\noption, exercisable by notice in writing to Company given no later than 90 days\nprior to such expiration, Company shall, subject to the approval of, and under\nthe terms and conditions required by, Company's landlord, continue to maintain\nand operate the Home Collection Showroom with RLHC for a period not to exceed\nthree (3) months following such expiration, during which time RLHC may show and\nsell the Ralph Lauren Home Collection in such showroom. In the event this\nAgreement is terminated by RLHC as a result of an Event of Default on the part\nof the Company, RLHC shall be entitled to request in writing, given\nsimultaneously with its notice of termination to Company, that Company continue\nto maintain and operate the Home Collection Showroom with RLHC for a period of\nup to twelve (12) months after such termination. To the extent that RLHC\nrequests an extension hereunder, Company shall request approval therefor from\nits landlord. RLHC shall on the first of each month of any such extension remit\nto Company one-twelfth of the annual Qualified Showroom Expenses for maintaining\nand operating such showroom, adjusted according to the terms and conditions\nrequired by the landlord, if any, and the parties shall at the end of each\nthree-month period reconcile the aggregate amount actually paid by RLHC in\nrelation to the total of the actual Qualified Showroom Expenses, as adjusted.\n\n                           22.5 Company shall provide, at no charge, samples for\nthe Home Collection Showroom and for advertising and editorials relating to\nLicensed Products. All normal expenses with respect to shipping shall be the\nresponsibility of Company and Company may, at its option, insure the samples for\nrisk of damage or loss (including by theft) during shipment and while at the\nRLHC showroom, but RLHC shall have no liability with respect thereto. All items\nwill be inventoried by RLHC and, at RLHC's discretion, (i) held in storage for\nfuture use, (ii) sold at sample sales, or (iii) returned to Company at Company's\nexpense. In the event of a sale at a sample sale, RLHC shall remit to Company,\nwithin forty-five (45) days thereof, fifty percent (50%) of the profits\ntherefrom. In addition, Company shall supply at its own expense, such samples as\nmay be reasonably necessary for RLHC salesmen.\n\n                  23. Miscellaneous.\n\n                           23.1 All notices, requests, consents and other\ncommunications hereunder shall be in writing and shall be deemed to have been\nproperly given or sent\n\n                                                                              22\n\n\n\n(i) on the date when such notice, request, consent or communication is\npersonally delivered and acknowledged, or (ii) five (5) days after the same was\nsent, if sent by certified or registered mail, or (iii) one (1) day after the\nsame was sent, if sent by overnight courier delivery as follows:\n\n                           (a) If to RLHC addressed as follows:\n\n                                    Ralph Lauren Home Collection\n                                    1185 Avenue of the Americas\n                                    New York, New York 10036\n                                    Attention: Mr. John Idol\n\n                           (b) With a courtesy copy to Polo and Lauren,\naddressed as follows:\n\n                                    Polo Ralph Lauren Corporation\n                                    650 Madison Avenue\n                                    New York, New York 10022\n                                    Attention: Victor Cohen, Esq.\n\n                           (c) If to Company, addressed as follows:\n\n                                    J.P. Stevens Co., Inc.\n                                    1185 Avenue of the Americas\n                                    New York, New York 10036\n                                    Attention: Mr. Thomas Ward\n\n                           (d) With a courtesy copy to:\n\n                                    West Point-Pepperell, Inc.\n                                    P.O. Box 71\n                                    West Point, Georgia 31833\n                                    Attention: General Counsel\n\nAnyone entitled to notice hereunder may change the address to which notices or\nother communications are to be sent to it by notice given in the manner\ncontemplated hereby.\n\n                           23.2 Nothing herein contained shall be construed to\nplace Company, RLHC, Polo and Lauren in the relationship of partners or joint\nventurers, and neither Company, RLHC, Polo nor Lauren shall have the power to\nobligate or bind any other party in any manner whatsoever, except as expressly\nprovided herein.\n\n                           23.3 None of the terms hereof can be waived or\nmodified except by an express agreement in writing signed by the party to be\ncharged. The\n\n                                                                              23\n\n\nfailure of either party hereto to enforce, or the delay by either party in\nenforcing, any of its rights hereunder shall not be deemed a continuing waiver,\na modification hereof, or a waiver of any other right or remedy hereunder, and\neither party may, within the time provided by applicable law, commence\nappropriate legal proceedings to enforce any and all such rights. All rights and\nremedies provided for herein shall be cumulative and in addition to any other\nrights or remedies such parties may have at law or in equity. Either party\nhereto may employ any of the remedies available to it with respect to any of its\nrights hereunder without prejudice to the use by it in the future of any other\nremedy with respect to any such rights. Except as expressly provided herein, no\nperson, firm or corporation, other than the parties hereto, shall be deemed to\nhave acquired any rights by reason of anything contained in this Agreement.\n\n                           23.4 RLHC may assign its right to receive royalties\nunder this Agreement and, in addition, this Agreement may be assigned by RLHC to\nany designee corporation or entity to which ownership of the Licensed Mark has\nbeen transferred provided RLHC shall guarantee the performance by such\ncorporation or entity of all the obligations of RLHC under the Agreement. The\nrights granted to Company are personal in nature, and neither the Agreement nor\nthe sublicense may be assigned by Company without the prior written consent of\nRLHC, Polo and Lauren. Company may employ subcontractors for the manufacture of\nthe Licensed Products with the prior approval of RLHC, provided, however, that\nCompany shall maintain appropriate quality controls and such subcontractors\nshall comply with the quality requirements of the Agreements.\n\n                           23.5 This Agreement shall be binding upon and inure\nto the benefit of the successors and permitted assigns of the parties hereto.\n\n                           23.6 This Agreement shall be construed in accordance\nwith the laws of the State of New York applicable to contracts made and\nperformed therein without regard to principles of conflict of laws.\n\n                           23.7 Provisions of this Agreement are severable, and\nif any provision shall be held invalid or unenforceable in whole or in part in\nany jurisdiction, then such invalidity or unenforceability shall affect only\nsuch provision, or part thereof, in such jurisdiction and shall not in any\nmanner affect such provision in this Agreement in any other jurisdiction.\n\n                           23.8 This Agreement represents the entire\nunderstanding and agreement between the parties and supersedes all prior\nnegotiations, representations or agreements either written or oral.\n\n                           23.9 The paragraph headings contained in this\nAgreement are for reference purposes only and shall not affect in any way the\nmeaning or interpretation of this Agreement.\n\n                                                                              24\n\n\n                           23.10 This Agreement may be executed in one or more\ncounterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n                  IN WITNESS WHEREOF, the parties hereto have executed this\nAgreement or caused the same to be executed by a duly authorized officer on the\nday and year first set forth above.\n\n                                 THE RALPH LAUREN HOME\n                                    COLLECTION, a Division of\n                                    Polo Ralph Lauren Corporation\n\n\n                                 By:  \/s\/ John Idol\n                                    -----------------------------------------\n                                    Title:  President - Ralph Lauren\n                                            Home Collection\n\n\n                                 J.P. STEVENS &amp; CO., INC.\n\n\n                                 By:  \/s\/ Thomas Ward\n                                    -----------------------------------------\n                                    Title:  Division President J.P. Stevens -\n                                            Home Fashion Division\n\n                                   SCHEDULE A\n\n                               'LICENSED PRODUCTS'\n\n                           (pursuant to paragraph 1.1)\n\n\n                  Bathroom Products consisting of:\n\n                  (a)      bath towels (non-embellished)\n\n                  (b)      bath sheets (non-embellished)\n\n                  (c)      fingertip towels (non-embellished)\n\n                  (d)      hand towels (non-embellished)\n\n                  (e)      facecloths (non-embellished)\n\n                  (f)      tub mats\n\n                  (g)      men's and women's robes made from towels\n\n                                   SCHEDULE B\n\n                               'LICENSED PRODUCTS'\n\n                           (pursuant to paragraph 1.2)\n\n\n                  1.       Bedroom Products consisting of:\n\n                           (a)      sheets\n\n                           (b)      pillow cases (but not pillows)\n\n                  2.       The following bedroom products to the extent they\n                           match sheets that are made under license from Polo:\n\n                           (a)      shams\n\n                           (b)      ruffles\n\n                           (c)      comforters\n\n                           (d)      bedspreads\n\n                           (e)      bed skirts\n\n                           (f)      night spreads\n\n                           (g)      comforter and blanket covers\n\n                           (h)      European squares\n\n                           (i)      valances and draperies\n\n                       POLO RALPH LAUREN CORPORATION LOGO\n\n         LEGAL DEPARTMENT\n\n\n                                  July 6, 1992\n\n\nMr. Thomas Ward\nJ.P. Stevens Co., Inc.\n1185 Avenue of the Americas\nNew York, New York  10036\n\n\n                  Re:      Sublicense Agreement dated as of February 1, 1992\n                           between The Ralph Lauren Home Collection ('RLHC') and\n                           J.P. Stevens &amp; Co. Inc. ('Stevens')\n\nDear Mr. Ward:\n\n                  Further to your recent conversations with John Idol, this will\nconfirm that Stevens will not be making robes from towels in the future.\n\n                  Consequently, effective as of October 1, 1992, the definition\nof Bathroom Products set forth on Schedule A to the Sublicense Agreement is\nhereby amended so as to omit therefrom 'men's and women's robes made from\ntowels.'\n\n                  This will also confirm Stevens' agreement to make body sheets\navailable to Trylon Robe Co., Inc. at its regular wholesale price, less the\n[***] royalty that would otherwise be payable to Ralph Lauren Home Collection,\nwhich hereby waives its royalty on all such sales to Trylon.\n\n                  Kindly indicate your agreement with the above terms by\nexecuting the enclosed copy of this letter in the place provided and returning\nit to me.\n\n                  With kind regards,\n\n                                                Very truly yours,\n\n\n                                                By:  \/s\/  Lee S. Sporn\n                                                   -----------------------------\n                                                   Lee S. Sporn\n                                                   Associate General Counsel\n\n                                                                               2\n\n\n\nAGREED:\n\nJ.P. Stevens Co. Inc.\n\n\nBy:    \/s\/ Thomas J. Ward\n   -----------------------------------\n    Thomas J. Ward\n    Executive Vice President, Sales &amp; Marketing\n\n                       POLO RALPH LAUREN CORPORATION LOGO\n\n\n\n\n\n                                 January 4, 1994\n\n\nMr. Thomas Ward\nWest Point-Pepperell, Inc.\n1185 Avenue of the Americas\nNew York, New York  10036\n\n                  Re:      Sublicense Agreement dated as of February 1, 1992\n                           between The Ralph Lauren Home Collection ('RLHC') and\n                           West Point-Pepperell, Inc., assignee of J.P. Stevens\n                           &amp; Co. Inc. ('Company')\n\nDear Tom:\n\n                  This letter will confirm our agreement to amend the terms of\nthe above referenced agreement (the 'Agreement'), which otherwise would expire\non January 31, 1995, as follows:\n\n                  1. All terms used but not defined herein shall have the\nrespective meanings set forth in the Agreement.\n\n                  2. In the event no Event of Default shall have occurred and\nnot been cured or waived, and Company has achieved the Minimum Renewal Volume\n(as such term is hereinafter defined) for the twelve-month period ending July\n31, 1994, Company shall have the option, upon providing notice to RLHC on or\nbefore October 31, 1994, to renew the Agreement for an additional two year and\neleven month period (the 'Renewal Term') so as to expire on December 31, 1997,\non the terms and conditions set forth therein, except that there will be no\nfurther right to renewal. The minimum aggregate net sales price which Company\nmust achieve in connection with sales of Licensed Products during the\ntwelve-month period ending July 31, 1994 (the 'Minimum Renewal Volume') in order\nto be entitled to renew the Agreement shall be [***].\n\n                  3. It is expressly understood that only the company (which may\nbe Company) whose licensed term covers the period subsequent to the expiration\nof the Agreement shall be entitled to receive designs for Licensed Products\nintended to be sold after the expiration of the Agreement, and to make\npresentations of such Licensed Products during the market presentation weeks\nthat relate to such subsequent\n\n                                                                               2\n\n\n\nperiod, even if such market presentation occurs prior to the termination of this\nAgreement.\n\n                  4. Commencing with the month of January, 1994, all accounting\nstatements and payments of earned royalties pursuant to paragraph 10.2 of the\nAgreement shall be due monthly, within 30 days after the last day of each month\nduring the term (including the Renewal Term set forth above).\n\n                  5. Minimum royalties shall continue to be due pursuant to\nparagraph 10.1 of the agreement for each quarter, but instead of being due on\nthe last day of each quarter, Company shall, simultaneously with its rendering\nthe accounting and paying earned royalties due for the month of March, June,\nSeptember and December in each year, pay the minimum royalty due for each\nquarter ending the last day of March, June, September and December, less the\namount of earned royalties paid for each such quarter. No minimum royalty\npayment shall be due for the quarter ending January 31, 1994, and the next\nminimum royalty payment shall instead be due for the quarter ending March 31,\n1994.\n\n                  6. For each year during the Renewal Term set forth above,\nminimum royalties shall be [***].\n\n                  7. From and after the date hereof Company shall not during the\nterm of the Agreement or any renewals thereof directly or indirectly\nmanufacture, distribute, sell or advertise any items which bear the name or are\nassociated with the name of any of the following designers: [***]. In the event\nthat on or after the date hereof during the term of the Agreement and all\nrenewals thereof, Company shall desire directly or indirectly to manufacture,\ndistribute, sell or advertise any items which bear the name or are associated\nwith the name of any fashion apparel or home furnishings designer other than\nthose specifically named above, Company shall notify RLHC of the identity of the\ndesigner and the nature of the proposed transaction not less than 30 days prior\nto concluding an agreement with respect to such transaction.\n\n                  8. The definition of the 'Territory', as set forth in\nparagraph 1.5 of the Agreement, is hereby expanded so as to include Canada and\nThe Republic of Mexico; provided, however, that the provisions of paragraph 18.1\nshall not apply with respect to Canada or The Republic of Mexico.\n\n                                                                               3\n\n\n\n\n                  9. Except as expressly provided herein, the terms and\nconditions of the Agreement shall remain in full force and effect.\n\n                  Please confirm your agreement with the above by executing the\nenclosed copy of this letter in the place provided, and returning it to me.\n\n                                                     Sincerely yours\n\n                                                     THE RALPH LAUREN HOME\n                                                        COLLECTION\n\n\n\n                                                     By:  \/s\/  John Idol\n                                                        ------------------------\n                                                               John Idol\n\nAGREED:\n\nWestPoint Stevens Inc., as successor\nby merger to West Point-Pepperell, Inc.\n\n\nBy:    \/s\/  Thomas J. Ward\n   -------------------------------------\n            Thomas J. Ward\n\n[WESTPOINT STEVENS LOGO]\n\n\nMr. John Idol                                                       July 5, 1994\nThe Ralph Lauren Home Collection\n1185 Avenue of the Americas - 9th Floor\nNew York, New York  10036\n\nRe:      Sublicense Agreement dated as of February 1, 1992 between The Ralph\n         Lauren Home Collection ('RLHC') and West Point-Pepperell, Inc.,\n         assignee of J.P. Stevens &amp; Co., Inc. ('Company') and Letter Agreement\n         dated January 4, 1994 between The Ralph Lauren Home Collection and\n         WestPoint Stevens Inc.\n\nDear John:\n\nReference is made to the captioned matter. Inasmuch as the Renewal Minimum\nVolume of [***] specified in the letter agreement dated January 4, 1994 has been\nreached, notice is hereby given that WestPoint Stevens Inc. is exercising its\noption to renew the agreement so that the same will now expire on December 31,\n1997.\n\nPlease acknowledge our right in this connection and your agreement to this term\nextension by executing the enclosed duplicate copy of this letter agreement in\nthe place provided and return one fully executed copy of this letter to A.T.\nNance, Esq., WestPoint Stevens Inc., 1185 Avenue of the Americas, New York, New\nYork 10036.\n\nVery truly yours,\n\nWESTPOINT STEVENS INC.\n\n\nBy:    \/s\/  Thomas J. Ward\n   ----------------------------------------\n     Thomas J. Ward\n     Executive Vice President, Sales &amp; Marketing\n\nAGREED:\n\nTHE RALPH LAUREN HOME COLLECTION\n\n\nBy:      \/s\/ John Idol\n   ----------------------------------------\n         John Idol\n\ncc:      Victor Cohen, Esq.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8547,9322],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9613,9616],"class_list":["post-42855","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-polo-ralph-lauren-corp","corporate_contracts_companies-westpoint-stevens-inc","corporate_contracts_industries-consumer__clothing","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42855","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=42855"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42855"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42855"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42855"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}