{"id":42942,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/u-s-a-design-and-consulting-agreement-ralph-lauren-ralph.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"u-s-a-design-and-consulting-agreement-ralph-lauren-ralph","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/u-s-a-design-and-consulting-agreement-ralph-lauren-ralph.html","title":{"rendered":"U.S.A. Design and Consulting Agreement &#8211; Ralph Lauren, Ralph Lauren Design Studio and Cosmair Inc."},"content":{"rendered":"<pre>\n                                                                  Conformed Copy\n\n\n                           --------------------------\n\n\n                     U.S.A. DESIGN AND CONSULTING AGREEMENT\n\n                           Dated as of January 1, 1985\n\n                           --------------------------\n\n\n                                    -between-\n\n                                  RALPH LAUREN,\n\n                             individually and d\/b\/a\n\n                           RALPH LAUREN DESIGN STUDIO,\n\n                                      -and-\n\n                                  COSMAIR, INC.\n\n                           --------------------------\n\n\n\n\n                                TABLE OF CONTENTS\n\n\n\nSECTION:                                                                         Page\n\n                                                                               \nRecitals........................................................................   1\n                                                                                    \n1.       Definitions............................................................   4\n                                                                                    \n2.       Design.................................................................   7\n                                                                                    \n3.       Design Legends, Copyright Notice and Licensed Products.................  10\n                                                                                    \n4.       Lauren's Compensation..................................................  13\n                                                                                    \n5.       Reports................................................................  17\n                                                                                    \n6.       Operating Expenses.....................................................  17\n                                                                                    \n7.       Death or Incapacity of Lauren..........................................  18\n                                                                                    \n8.       Termination............................................................  18\n                                                                                    \n9.       Notices................................................................  21\n                                                                                    \n10.      Binding Effect.........................................................  22\n                                                                                    \n11.      Assignment.............................................................  22\n                                                                                    \n12.      Arbitration and Equitable Remedies.....................................  23\n                                                                                    \n13.      Relationship of Parties................................................  23\n                                                                                    \n14.      Governing Law..........................................................  24\n                                                                                    \n15.      Entire Agreement.......................................................  24\n                                                                                    \n16.      Severability...........................................................  24\n                                                                                    \n17.      Counterparts...........................................................  24\n                                                                                    \n18.      Termination of Prior Agreement.........................................  25\n\n\n\n                                       i\n\n                  U.S.A. DESIGN AND CONSULTING AGREEMENT dated as of January 1,\n1985 by and between Ralph Lauren ('Lauren') individually and doing business\nunder the name Ralph Lauren Design Studio, with a place of business at 40 West\n55th Street, New York, New York 10019, and Cosmair, Inc., a corporation\norganized under the laws of Delaware ('Company'), with a place of business at\n530 Fifth Avenue, New York, New York 10036.\n\n                  A. Lauren is an internationally famous designer who has\nreceived numerous awards for his design of men's and women's wear, has twice\nbeen inducted into the Coty Hall of Fame for his design of men's and women's\nfashions and is a creator of original designs for fragrances, jewelry and other\nproducts.\n\n                  B. Lauren has previously sold and transferred to certain\nTrusts created under an agreement dated September 21, 1976 (the 'Trusts') all\nhis rights and interest in and to certain present and future trademarks and\ntrade names ('Names') in connection with the manufacture, sale, marketing, use\nand other commercial exploitation of fragrances and scents, cosmetic\npreparations, personal hygiene products and toiletries around the world. The\nTrusts have previously transferred to The Polo\/Lauren Company ('PLC'), a New\nYork limited partnership, all of their rights and interests in and to the Names\nin connection with the manufacture, sale, marketing, use and other commercial\nexploitation of fragrances and scents, cosmetic preparations, personal hygiene\nproducts and toiletries outside of the U.S.A. (as hereinafter defined), and the\nTrusts continue to own such rights in and for the U.S.A.\n\n\n                                                                               2\n\n\n\n                  C. Pursuant to various agreements dated as of November 22,\n1976 (executed on June 30, 1978) among Warner\/Lauren Ltd. ('WLL') the trustees\nof the Trusts, PLC and Lauren, WLL obtained (i) exclusive licenses to use the\nNames worldwide in connection with the manufacture, marketing, use, sale and\nother commercial exploitation of certain specified men's and women's fragrances,\nscents, cosmetic preparations, personal hygiene products and toiletries,\nreferred to as 'Royalty Products' and (ii) the services of Lauren in the\ncreation of packaging designs for the Royalty Products and the exclusive\nworldwide right to use said Lauren-created designs in conjunction with the\nRoyalty Products.\n\n                  D. Pursuant to a stock purchase agreement dated January 13,\n1984 and a subsequent series of corporate mergers and restructurings, the\nCompany assumed all the rights, duties and obligations of WLL under the\naforementioned agreements. On this date, the Company has assigned to L'Oreal\nS.A. ('L'Oreal') all of its rights, duties and obligations under the\naforementioned agreements as they relate to the manufacture, marketing, use,\nsale and other commercial exploitation of Royalty Products and said Lauren\ncreated Packaging designs outside of the U.S.A. but has otherwise retained all\nof such rights as they relate to the U.S.A.\n\n                  E. Contemporaneously herewith, pursuant to a restated license\nagreement (the 'Restated U.S.A. License Agreement') between the Company and the\nTrusts, said parties have set forth their restated agreement concerning the\nCompany's exclusive license to use the Names in connection with the manufacture,\nmarketing,\n\n                                                                                \n\n                                                                               3\n\n\n\nuse, sale and other commercial exploitation in the U.S.A. of certain men's and\nwomen's fragrances, scents, cosmetic preparations, personal hygiene products,\nand toiletries, including, without limitation, those described in Schedule A\nannexed to the Restated U.S.A. License Agreement (the 'Licensed Products'), and\nwhich when sold or marketed under the Restated U.S.A. License Agreement by the\nCompany or its Affiliates (as such terms are hereinafter defined) are therein\nand herein also referred to as the 'Royalty Products.' The Restated U.S.A.\nLicense Agreement is herein, at times, referred to as the 'License Agreement'\nand capitalized defined terms used herein shall have the same meaning as in the\nLicense Agreement, unless otherwise herein indicated.\n\n                  F. The value of the Name is largely attributable to the skill\nand personal efforts of Lauren in designing. The Company and Lauren now wish to\namend and restate and to set forth in one document their understanding\nconcerning the services of Lauren in connection with the design of the Royalty\nProducts and the packaging thereof which will be sold under the Names, and with\nrespect to any patents of the designs and any copyrights thereon resulting from\nLauren's services. As used herein and in the License Agreement, 'Packaging'\nrefers to all caps, bottles, containers, boxes, wrappings, labels, tags and any\nand all other receptacles and adornments used in connection with the marketing\nof the Royalty Products. \n\n                  IN CONSIDERATION of the foregoing premises and of the mutual\ncovenants herein contained, the parties hereto, intending legally to be bound,\ndo hereby agree as follows:\n\n\n                                                                                \n\n\n\n                                                                               4\n\n\n                  1.       Definitions.\n\n                  Certain words and terms as used in this Agreement shall have\nthe meanings given to them by the definitions and descriptions in this\nparagraph, and such definitions shall be equally applicable to both the singular\nand plural forms of any of the words and terms herein defined.\n\n                  'Affiliates' shall mean all persons or business entities,\nwhether corporations, partnerships, joint ventures or otherwise, which now or\nhereafter own, or are owned or controlled, directly or indirectly by the\nCompany. \n\n                  'the Company' shall have the meaning assigned to that term in\nthe preamble to this Agreement. \n\n                  'Chaps Compensation' shall have the meaning assigned to that\nterm in paragraph 4(a)(iii) of this Agreement. \n\n                  'Chaps Royalty Products' shall mean those Royalty Products\nwhich are not Cosmetic Royalty Products and which are marketed as part of the\nline which bears the Chaps name. \n\n                  'Cosmetic Royalty Products' shall mean those Royalty Products\nwhich are cosmetic preparations, including specifically the ones described under\nthe caption Cosmetic Preparations in Schedule A annexed to the License\nAgreement. \n\n                  'Cosmetics Compensation' shall have the meaning assigned to\nthat term in paragraph 4(a)(ii) of this Agreement. \n\n                  'Design Concepts' shall have the meaning assigned to that term\nin paragraph 2(b) of this Agreement.\n\n\n                                                                                \n\n                                                                               5\n\n\n\n                  'Design Studio' shall have the meaning assigned to that term\nin paragraph 2(d) of this Agreement.\n\n                  'Final Prototype' shall have the meaning assigned to that term\nin paragraph 3(d) of this Agreement.\n\n                  'Full Priced Royalty Products' shall have the meaning assigned\nto that term in paragraph 4(e) of this Agreement.\n\n                  'Lauren' shall have the meaning assigned to that term in the\npreamble to this Agreement.\n\n                  'License' shall have the meaning assigned to that term in\nparagraph 3(c) of this Agreement.\n\n                  'License Agreement' shall mean the Restated U.S.A. License\nAgreement dated the date hereof between the trustees of the Trusts and the\nCompany.\n\n                  'Licensed Products' shall have the meaning assigned to that\nterm in recital E to this Agreement.\n\n                  'Names' shall have the meaning assigned to that term in\nrecital B to this Agreement.\n\n                  'Net Sales' shall have the meaning assigned to that term in\nparagraph 4(d) of this Agreement.\n\n                  'New Licensed Products' shall mean Licensed Products not\nmarketed as of the date hereof or, if then existing, for which Lauren develops\nnew Packaging thereafter.\n\n\n                                                                                \n\n                                                                               6\n\n\n\n                  'Packaging' shall have the meaning assigned to that term in\nrecital F to this Agreement.\n\n                  'PFI' shall mean Polo Fashions, Inc., a New York corporation\ncontrolled by Lauren.\n\n                  'PLC' shall have the meaning assigned to that term in recital\nB to this Agreement.\n\n                  'Promotion Products' shall have the meaning assigned to that\nterm in paragraph 4(f) of this Agreement.\n\n                  'Prototype' shall have the meaning assigned to that term in\nparagraph 3(d) of this Agreement.\n\n                  'Regular Compensation' shall have the meaning assigned to that\nterm in paragraph 4(a)(i) of this Agreement.\n\n                  'Royalty Products' shall have the meaning assigned to that\nterm in recital E to this Agreement.\n\n                  'Semi-Annual Accounting Period' shall have the meaning\nassigned to that term in the License Agreement in paragraph 4(b) of this\nAgreement.\n                  'Territory' shall mean the U.S.A.\n\n                  'Trusts' shall have the meaning assigned to that term in\nrecital B to this Agreement.\n\n                  'U.S.A.' shall mean the United States of America, its\nterritories and possessions (including, without limitation, Puerto Rico) and any\nmilitary bases and duty free shops situated therein.\n\n\n                                                                                \n\n                                                                               7\n\n\n\n                  'WLL' shall have the meaning assigned to that term in recital\nC to this Agreement.\n\n                  2.       Design.\n\n                  (a) At any time or from time to time the Company shall provide\nLauren with a list or lists setting forth those New Licensed Products for which\nthe Company shall require Packaging. The Company acknowledges that it is\nreceiving valuable rights from Lauren by virtue of its right to use previously\ndesigned packaging concepts for Licensed Products heretofore primarily marketed\nin the U.S.A. It is the intention of each of the parties hereto that the\nmarketing programs established for Licensed Products will be applied throughout\nthe world, so as to project a consistent world-wide image. The Company shall\nprovide Lauren with all pertinent information concerning the desired New\nLicensed Products, including proposed launch dates. \n\n                  (b) At any time or from time to time within a reasonable\nperiod (consistent with Lauren's and the Company's reasonable schedules),\nfollowing receipt by Lauren of the aforesaid list or lists, Lauren shall provide\nthe Company with a program of suggested, broad design themes and concepts with\nrespect to the Packaging for such New Licensed Products ('Design Concepts')\nwhich shall be embodied in verbal and\/or written descriptions of design themes\nand concepts and such other detailed designs and sketches therefor, as Lauren\ndeems appropriate. Lauren shall have full discretion with respect to the manner\nin which the Design Concepts shall be formulated and presented by Lauren to the\nCompany. The\n\n\n                                                                                \n\n\n                                                                               8\n\n\nCompany and Lauren shall confer on Design Concepts and shall make such\nmodifications as are required to meet Lauren's approval.\n\n                  (c) The Design Concepts, as finally agreed upon, shall be the\nbasis of the Packaging for any New Licensed Products subject to such changes as\nthe Company with the approval of Lauren may deem necessary to increase the sales\nof said Products.\n\n                  (d) Lauren may engage such employees, agents and consultants\noperating under Lauren's supervision and control (such employees, agents and\nconsultants collectively, the 'Design Studio') as he may deem necessary and\nappropriate.\n\n                  (e) From time to time while this Agreement is in effect,\nLauren and\/or the Design Studio may (i) develop or modify and implement designs\nfrom the Design Concepts or other designs furnished by Lauren or (ii) develop\nand implement new designs, which the Company may incorporate into the Packaging\nfor Royalty Products.\n\n                  (f) If the Company wishes to prepare a design or designs for\nNew Licensed Products, it shall submit to Lauren for his approval the Company's\nproposed Packaging designs therefor. Lauren may, with respect to all designs\nintended to be incorporated into the Packaging of the New Licensed Products,\nreview and approve, with such modifications as he may deem necessary or\nappropriate, or disapprove, in either event by notice to the Company, designs\nprepared by the Company.\n\n\n                                                                                \n\n                                                                               9\n\n\n\n                  (g) The Company shall submit to Lauren for his review and\napproval, which approval will not be unreasonably withheld or delayed by Lauren,\nthe Company's proposed media advertising (other than cooperative advertising)\nrelating to each Licensed Product or Licensed Product line, and the Company's\nproposed selection of Promotion Products other than Promotion Products which are\nalso Licensed Products. All layouts proposed by the Company for cooperative\nadvertising shall similarly be subject to Lauren's review and approval;\nprovided, however, that in the event the Company is not as a matter of practice\ngiven an opportunity to review the cooperative advertising due to time\nconstraints, then the Company shall notify Lauren of those customers with whom\nit does cooperative advertising and\/or promotions, and the Company shall notify\nthe same customers of the terms of this Agreement which pertain to said\nadvertising or promotional material used by any such customer. Lauren may, with\nrespect to such advertising and Promotion Products, make such suggestions as he\nmay deem necessary or appropriate, or disapprove, in either event by notice to\nthe Company. Notwithstanding the foregoing, if the Company makes minor,\nnon-material alterations in any advertising with respect to a Royalty Product or\nRoyalty Product line, which advertising has previously been approved by Lauren,\nthe Company need not resubmit such advertising to Lauren for his review or\napproval.\n\n                  (h) Lauren's right of approval under sub-paragraphs (b), (c),\n(f) and (g) of this paragraph 2, sub-paragraphs (d) and (e) of paragraph 3 and\nsub-paragraph (f) of paragraph 4 may be exercised personally by Lauren or by\nthe Design\n\n\n                                                                                \n\n\n                                                                              10\n\n\nStudio. If Lauren or the Design Studio fails or is unable to exercise such right\nwithin thirty (30) days (fifteen (15) days with respect to sub-paragraph (g) of\nthis paragraph 2), Lauren shall be deemed to have given his approval to the\nCompany with respect to the matter as to which his approval was sought or\notherwise required.\n\n                  (i) All patents and copyrights on designs of the Royalty\nProducts shall be applied for (where application is desired by the Company) by\nLauren, at the expense of the Company, and shall designate Lauren as the patent\nor copyright owner, as the case may be, thereof. All patents, trade secrets or\nformulas created by or for the Company for Licensed Products and technical\nknow-how and licenses (including technical assistance agreements) shall remain\nthe property of the Company. The Company shall issue such patent and other\nlicenses as may be necessary to enable the entity to which Lauren renders design\nservices for Licensed Products outside the Territory to market the same Licensed\nProducts as are marketed by the Company in the Territory.\n\n                  3. Design Legends, Copyright Notice and Licensed Products.\n\n                  (a) All designs of Royalty Products and Packaging created by\nLauren or the Design Studio, or created by or for the Company and reviewed and\napproved by Lauren or reviewed by the Design Studio, or developed by or for the\nCompany from Design Concepts or subsequent design concepts furnished or approved\nby Lauren or furnished or reviewed by the Design Studio, shall be subject to the\nprovisions of this paragraph 3.\n\n\n                                                                                \n\n\n                                                                              11\n\n\n                  (b) The Company shall cause to be placed on all Packaging\nappropriate notice designating Lauren as the copyright or design patent owner\nthereof, as the case may be, except that the Company may, with respect to\nbottles of 3 oz. or less, omit such notice if the placement thereof shall not be\nesthetic in the Company's reasonable judgment (provided, however, that if such\nnotice is omitted from a bottle, a notice will be placed on the box or other\npackaging thereof indicating: 'Packaging and bottle (C) Ralph Lauren' together\nwith a date and\/or such other similar notice as may be required by law in order\nto protect Lauren's proprietary rights). The manner of presentation of said\nnotices shall be within the discretion of the Company, consistent with good\ntaste and esthetics, it being understood that placement of said notice on the\nbottom of a bottle or lip of a carton shall be acceptable. \n\n                  (c) Lauren hereby grants to the Company the exclusive right, \nlicense and privilege (the 'License') to use in the Territory the designs\nfurnished hereunder and all copyrights, if any, therein, and shall execute and\ndeliver to the Company all documents and instruments necessary to perfect or\nevidence such license; provided, however, that all such right, title and\ninterest therein shall revert to Lauren upon termination of this Agreement and\nthe Company shall thereupon execute and deliver to Lauren all documents and\ninstruments necessary to perfect or evidence such reversion. The License shall\nbe exclusive even as to Lauren, and shall continue for a term of ninety-nine\n(99) years, unless terminated in accordance with paragraph 8 hereof.\n\n\n                                                                                \n\n                                                                              12\n\n\n\n                  (d) The Company shall obtain the written approval of Lauren,\nacting through Mr. Ralph Lauren individually or a designee of Lauren, of all new\nLicensed Products, by submitting a Prototype, of each different design or model\nof a Licensed Product, including, but not limited to, the type and quality of\nmaterials, colors and workmanship to be used in connection therewith, prior to\nany commercial production thereof. In the event that Lauren rejects a particular\nPrototype or Prototypes, Lauren shall notify the Company of his reasons for\nrejection and may provide the Company with suggestions for modifying the\nparticular Prototype or Prototypes which Lauren is rejecting. The Company shall\npromptly correct said Prototype or Prototypes, resubmit said Prototype or\nPrototypes to Lauren and seek Lauren's approval under the same terms and\nconditions as set forth herein with respect to the first submission of\nPrototypes. As used herein, the term 'Prototype' shall mean any and all models,\nor actual samples, of Licensed Products; and the term 'Final Prototype' shall\nmean the actual final sample of a Licensed Product upon which the first\ncommercial production will be based and which has been approved by Lauren prior\nto the first commercial production thereof pursuant to this paragraph.\n\n                  (e) Approval of any and all Prototypes as Final Prototypes\nshall be in the sole discretion of Mr. Ralph Lauren, individually, or a designee\nof Lauren. The Licensed Products thereafter manufactured and sold by the Company\nshall strictly adhere, in all respects, including, without limitation, with\nrespect to materials, color, workmanship, designs, decisions, styling, detail\nand quality, to the Final Prototypes approved by Lauren.\n\n\n                                                                                \n\n                                                                              13\n\n\n\n                  (f) The Company shall comply with all laws, rules, regulations\nand requirements of any governmental body which may be applicable to the\nmanufacture, distribution, sale or promotion of Licensed Products,\nnotwithstanding the fact that Lauren may have previously approved a conflicting\nitem or conduct. The Company shall advise Lauren to the extent any Final\nPrototype does not comply with any such law, rule, regulation or requirement.\n\n                  (g) It is the intention of the parties that Lauren and\/or\nsenior executive personnel of the Design Studio and senior executives of the\nCompany shall meet regularly at mutually convenient places and dates to review\nall areas of product creation and promotional themes and to discuss and pursue\nin good faith the resolution of problems encountered by either party in\nconnection with this Agreement.\n\n                  4.       Lauren's Compensation.\n\n                  (a) As full compensation for the services and License, the\nCompany shall pay to Lauren sums equal to the following: the 'Regular\nCompensation,' the 'Cosmetic Compensation' and the 'Chaps Compensation,' all of\nwhich shall collectively be referred to as the 'Compensation.' \n\n                  (i) The 'Regular Compensation' shall be equal to [***] percent\n         [***] of the 'Company's Net Sales' excluding that portion of Net Sales\n         attributable to (i) Cosmetic Royalty Products and (ii) sales of Chaps\n         Royalty Products.\n\n\n                                                                                \n\n                                                                              14\n\n\n\n                  (ii) The Cosmetics Compensation shall be equal to the\n         following percentages of the Company's Net Sales of Cosmetic Royalty\n         Products for the calendar years indicated:\n\n\n\n                                                 Cosmetics\nCalendar Year                                Royalty Percentage\n-------------                                ------------------\n                                                  \n1985                                               [***]\n1986 and 1987                                      [***]\n1988                                               [***]\n1989 and thereafter                                [***]\n\n\n\n                  (iii) The Chaps Compensation shall be equal to [***]\n         percent [***] of the Company's Net Sales of Chaps Royalty\n         Products for calendar year 1985 and to [***] percent [***] of the\n         Company's Net Sales of Chaps Royalty Products for calendar year 1986\n         and each year thereafter. \n\n                  (b) The Regular Compensation, the Cosmetic Compensation and\nthe Chaps Compensation shall be payable as follows: With respect to each\n'Semi-Annual Accounting Period' (being the 6-month period ending June 30 and\nDecember 31 of each year during the term of this Agreement, except that the\nfirst Semi-Annual Accounting Period shall be the period from the date hereof\nthrough June 30, 1985) the entire Regular Compensation, Cosmetics Compensation\nand Chaps Compensation for such Semi-annual Accounting Period shall be paid on\nor before the last day of the month next following the end of such Semi-Annual\nAccounting Period. \n\n                  (c) [Intentionally Omitted]\n\n\n                                                                                \n\n\n                                                                              15\n\n\n                  (d) The term 'Net Sales' as used herein shall mean the gross\nsales made by or through the Company and its Affiliates to retailers or to\nultimate consumers (as in the case of accommodation sales to their respective\nemployees and to others) of Full-Priced Royalty Products, excluding amounts\nreceived for shipping charges and sales, excise or other taxes which are\ncollected by them, and less all allowances, discounts, returns and bad debts.\nThe term 'bad debts' as used in this sub-paragraph shall mean accounts\nreceivable of the Company and its Affiliates arising from the aforesaid sales of\nFull-Priced Royalty Products which have not been paid within 120 days after the\ndue date; provided, however, that if any bad debt is subsequently collected,\nthen, and in such event, the amount thereafter collected on account of such bad\ndebt shall, upon collection, be included in the Company's Net Sales for the\nperiod collected. Sales of Licensed Products between the Company and its\nAffiliates (or persons, firms, corporations or businesses with rights to use the\nNames on Licensed Products outside the Territory), or between said Affiliates,\nshall not be included in the calculation of the Company's Net Sales, provided\nsuch sales are made solely for the purpose of further re-sale. \n\n                  (e) The term 'Full Priced Royalty Products' as used herein\nshall mean all Royalty Products except (i) display materials, sales and dummies\nand (ii) Promotion Products. \n\n                  (f) The term 'Promotion Products' shall mean Royalty Products\nwhich are sold to retailers (x) at a price yielding less than the mark-up or\nprofit margin generally realized by the Company or its Affiliates upon the sale\nby\n\n\n                                                                                \n\n\n                                                                              16\n\n\nthem to retailers of Royalty Products (y) to enable such retailers to re-sell\nsuch products to ultimate consumers in conjunction with the sale by such\nretailers to ultimate consumers of other Royalty Products (which are not\nPromotion Products), and (z) for the purpose of promoting the sale of such other\nRoyalty Products; provided, however, that notwithstanding the foregoing if the\nCost of Goods (as hereinafter defined) to the Company or its Affiliates (as the\ncase may be) of a Royalty Product is not greater than [***] percent ([***]) of \nthe price at which such product is sold by them to retailers, then, and in such\nevent, such Royalty Product shall not be deemed a Promotion Product. The 'Cost\nof Goods' of a Royalty Product shall include and consist of (i) the variable\ncosts of materials (including packaging, components, chemicals) and all other\nmanufacturing costs directly traceable to the production of units of the Royalty\nProduct, (ii) all direct labor costs, and (iii) an appropriate allocation of all\nfixed costs consisting of all manufacturing costs and overhead not traceable to\nspecific units of production (such as rent, heat, plant manager, etc.), all in\nconformity with normal industry practice. The Company shall sell or give away\nproducts which are not Royalty Products in conjunction with Royalty Products\nonly with Lauren's prior approval (or with the approval of the Trusts under the\nLicense Agreement given pursuant to paragraph 4.6(d) thereof), to be exercised\nin his sole discretion. Sales of such products shall nevertheless be subject to\ncompensation payments pursuant to this paragraph 4 unless otherwise agreed by\nLauren and the Company or unless such promotional products are purchased from\nlicensees of Lauren and PFI or their Affiliates in transactions from\n\n\n                                                                                \n\n\n                                                                              17\n\n\nwhich Lauren and PFI or their Affiliates will derive their full compensation and\nroyalty (as the case may be) fees or unless the Cost of Goods of such products\nto the Company or its Affiliates (as the case may be) is greater than [***]\npercent [***] of the price at which such products are sold by them to retailers.\nUpon Lauren's request, Lauren and the Company shall review periodically the\nCompany's promotional practices hereunder, and should said review reveal that\nthe Company is deriving excess profits on sales of non-Royalty Products, Lauren\nand the Company shall negotiate in good faith an appropriate compensation to be\npaid in connection with said sales.\n\n                  5.       Reports.\n\n                  5.1 The Company shall prepare, maintain and furnish to Lauren\nsuch records and reports as are required pursuant to Article 5 of the License\nAgreement. Submission of the required records and reports to the Trusts pursuant\nto the License Agreement shall be deemed to have been furnished to Lauren unless\nLauren requests separate submissions.\n\n                  6.       Operating Expenses.\n\n                  The Company shall, provided its written consent shall have\nbeen obtained in advance, reimburse, advance or pay directly any and all costs\nand expenses for travel outside of New York City, reasonably incurred by Lauren,\nthe Design Studio or any authorized designee of Lauren, in connection with\nperformance\n\n\n                                                                                \n\n\n                                                                              18\n\n\nof the services and supplying of the designs rendered and created pursuant to\nparagraph 2.\n\n                  7.       Death or Incapacity of Lauren.\n\n                  In the event Lauren dies or becomes incapacitated, the Design\nStudio, or if the Design Studio is not then in existence, Lauren's authorized\ndesignee, or such entity or person as is responsible for the overall creation of\nmarketing and design philosophy of Ralph Lauren products, shall perform the\nobligations of Lauren hereunder and the Company will accept the services of the\nDesign Studio or such designee, entity or person, and, accordingly, assume the\nexpenses of the Design Studio, designee, entity or person as provided in\nparagraph 6. The Company shall pay all amounts required under paragraph 4 to\nLauren or his heirs, successors or assigns.\n\n                  8.       Termination.\n\n                  This Agreement shall continue in full force and effect until\nterminated in one of the following ways, but in any event shall terminate upon\ntermination of the License Agreement being executed simultaneously herewith: \n\n                  (a) By Lauren, in the event that (i) any Compensation is not\npaid by the Company when due, and such failure to pay is not cured within ten\n(10) days following notice to the Company of such failure (unless such payment\nis disputed by the Company in good faith, in which event the time to cure a\nfailure to make payment shall begin after the rendition of an unappealable final\njudgment by an\n\n\n                                                                                \n\n\n                                                                              19\n\n\narbitration panel or a court of competent jurisdiction), (ii) the License\nAgreement is terminated pursuant to the provisions of paragraph 9.1(a) thereof,\n(iii) there shall be a substantial breach by the Company of any other material\nprovision of this Agreement, including specifically its obligations under\nparagraph 2(g), which breach shall not have been cured within ninety (90) days\nafter Lauren shall have given the Company notice of the same, then, and in any\nof such events, at the option of Lauren or the Design Studio or Lauren's heirs,\nsuccessors or assigns, this Agreement shall immediately terminate, and, subject\nto paragraph 8(c), all rights of the Company in and to the designs furnished\nhereunder and all copyrights and design patents therein shall terminate.\n\n                  (b) By the Company, in the event that (i) Lauren makes an\nassignment for the benefit of creditors or is adjudged in any legal proceeding\nto be voluntarily or involuntarily bankrupt, (ii) the License Agreement being\nexecuted simultaneously herewith is terminated pursuant to the provisions of\nparagraph 9.1(b) thereof, or (iii) there shall be a substantial breach by Lauren\nof any other material provision of this Agreement, which breach shall not have\nbeen cured within ninety (90) days after the Company shall have given Lauren\nnotice of the same. \n\n                  (c) Subject to the provisions of paragraph 9.5 of the License\nAgreement, for the Post-Termination Period referred to in paragraph 9.4 of the\nLicense Agreement, the Company may continue to sell Royalty Products which were\nin inventory, in process, or for which written orders had been received from\ncustomers, as of the date of termination of this Agreement. Upon the conclusion\nof\n\n\n                                                                                \n\n\n                                                                              20\n\n\nthe Post-Termination Period all rights and interests in and to the designs\nfurnished hereunder and design patents therein and all copyrights licensed\nhereby shall belong to and be the property of Lauren, and the Company shall have\nno further or continuing right or interest therein.\n\n                  (d) The Company acknowledges and admits that there would be no\nadequate remedy at law for its failure to cease the manufacture or sale of\nRoyalty Products at the termination of the Post-Termination Period and the\nCompany agrees that in the event of such failure, Lauren shall be entitled to\nrelief by way of temporary or permanent injunction and such other and further\nrelief as any court with jurisdiction may deem proper. \n\n                  (e) For the purposes of subparagraphs (a) and (b) of this\nparagraph 8, a breach of this Agreement shall be deemed to be cured if the\ncourse of conduct or omission comprising or causing such breach is timely\nbrought to an end whether or not the effects of such prior conduct or omission\ncontinue thereafter. \n\n                  (f) The exercise by either party hereto of any of the\nforegoing rights of termination shall not constitute a waiver of other rights\nand remedies available to such terminating party, including, unless otherwise\nspecifically provided herein, any right to damages; provided, however, that\nneither Lauren nor the Company shall be entitled to damages in the event this\nAgreement terminates as a result of the termination of the License Agreement due\nto a default by the Company under paragraph 7.2(e) of the License Agreement or\nby the Trusts under paragraph 7.1(f) of the License Agreement. The failure by\neither party to insist upon\n\n\n                                                                                \n\n\n                                                                              21\n\n\nthe strict performance of any provision hereof shall not constitute a waiver by\nsuch party of its right to strict performance of such provision in the future\nnor shall a waiver of any right hereunder on any occasion constitute a waiver of\nsuch right on any other occasion.\n\n                  9.       Notices.\n\n                  All notices or other communications required or contemplated\nhereunder shall be in writing and shall be deemed given when transmitted by\ntelex (with confirmed answerback) or delivered in person or fifteen (15) days\nafter sent, postage prepaid, by registered mail, as follows: \n\n                  (a) if to the Company, addressed as follows:\n\n                      Cosmair, Inc.                             \n                      530 Fifth Avenue                          \n                      New York, New York  10036                 \n                      Attention:  President                     \n                      Telex:  421973 COS UI                     \n                                                  \n                      with a copy to:                           \n                                                  \n                      John F. Flaherty, Esq.                    \n                      Gibney Anthony &amp; Flaherty                 \n                      420 Lexington Avenue                      \n                      New York, New York  10170                 \n                      Telex:  649388                            \n                      \n                  (b) if to Lauren or the Design Studio, addressed as follows:\n\n                      Ralph Lauren Design Studio               \n                      1107 Fifth Avenue                        \n                      New York, New York  10028                \n                      Telex:  420747 POLOFAS                   \n                      \n\n\n                                                                                \n                                                                              22\n\n\n\n                           with a copy to:\n\n                           Mark N. Kaplan, Esq.\n                           Skadden, Arps, Slate, Meagher &amp; Flom\n                           919 Third Avenue\n                           New York, New York  10012\n                           Telex:  645899\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                  10. Binding Effect.\n\n                  This Agreement shall be binding upon and inure to the benefit\nof the successors and permitted assigns of the parties hereto.\n\n                  11. Assignment.\n\n                  (a) Lauren may assign his right to receive compensation under\nthis Agreement.\n\n                  (b) The Company may assign its rights and obligations under\nthis Agreement only (i) to a transferee of substantially all of its business or\nassets and upon the express assumption of all of the Company's obligations\nhereunder by such transferee or to a successor to the Company's business by way\nof merger, consolidation or other business combination or (ii) to an Affiliate,\nin which case the Company shall remain liable hereunder.\n\n\n\n                                                                                \n\n\n                                                                              23\n\n\n                  12. Arbitration and Equitable Remedies.\n\n                  12.1 Any controversy, claim or dispute arising out of or\nrelating to this Agreement or breach thereof, except with respect to an\napplication pursuant to paragraph 12.2 hereof, shall be settled by binding\narbitration in accordance with the rules of the International Chamber of\nCommerce, by three arbitrators selected in accordance with such rules, and\njudgment upon any award so rendered may be entered in any court having\njurisdiction thereof. The arbitration shall be held in New York, New York.\nNotice of arbitration shall be sufficient if made or given in accordance with\nthe provisions of article 9 hereof.\n\n                  12.2 In the event of a breach or threatened breach of this\nAgreement, any party hereto shall have the right, without the necessity of\nproving any actual damages, to obtain temporary or permanent injunctive or\nmandatory relief, it being the intention of the parties that this Agreement be\nspecifically enforced to the maximum extent permitted by law.\n\n                  13.      Relationship of Parties.\n\n                  This Agreement shall not create nor be considered to create\nthe relationship of master and servant, principal and agent, partnership or\njoint venture between the parties hereto, and neither party shall be liable for\nany obligation, liability, representation, negligent act or omission to act on\nthe part of the other except as expressly set forth herein.\n\n\n\n                                                                                \n\n                                                                              24\n\n\n\n                  14. Governing Law.\n\n                  This Agreement shall be construed and governed in accordance\nwith the internal laws of the State of New York without regard to choice of law\nprovisions.\n\n                  15. Entire Agreement.\n\n                  This Agreement contains the entire agreement between the\nparties hereto with respect to the transactions contemplated hereby and may not\nbe changed or terminated orally. No modification or waiver of any of the\nprovisions hereof shall be valid unless signed by a party to be charged\ntherewith.\n\n                  16.      Severability.\n\n                  Provisions of this Agreement are severable, and if any\nprovision shall be held invalid or unenforceable in whole or in part in any\njurisdiction, then such invalidity or unenforceability shall affect only such\nprovision, or part thereof, in such jurisdiction and shall not in any manner\naffect such provision in any other jurisdiction, or any other provision in this\nAgreement in any jurisdiction.\n\n                  17.      Counterparts.\n\n                  This Agreement may be executed in one or more counterparts,\neach of which shall be deemed an original, but all of which together shall\nconstitute one and the same instrument.\n\n\n\n                                                                                \n                                                                                \n\n\n\n                                                                              25\n\n\n                  18.      Termination of Prior Agreement.\n\n                  This Agreement supersedes a prior design and consulting\nagreement made and dated as of November 22, 1976 (executed on June 30, 1978)\nbetween the Company (as successor to the rights of WLL) and Lauren, and the\nrights, duties and obligations of the parties from this date forth shall be\ngoverned by this Agreement; provided that the Company's obligations prior to\nthis date shall continue to be governed by the prior design and consulting\nagreement and the Company shall remit compensation with respect to sales of\nLicensed Products made prior to such date as required thereunder.\n\n                  IN WITNESS WHEREOF, the parties hereto have executed this\nAgreement or caused the same to be executed by a duly authorized officer as of\nthe 1st day of January, 1985.\n\n                                    COSMAIR, INC.\n\n\n                                    By:    \/s\/ Jacques H. Correze\n                                          ------------------------\n                                    Date:    October 8, 1985\n                                          ------------------------\n\n                                           \/s\/ Ralph Lauren\n                                          ------------------------\n                                    Ralph Lauren, individually and doing\n                                    business as Ralph Lauren Design Studio\n\n\n                                    Date:    October 8, 1985\n                                          ------------------------\n\n\n\n                                                                                \n\n\n\n\n                                                                 Conformed Copy\n\n\n\n                                  COSMAIR, INC.\n                                530 Fifth Avenue\n                            New York, New York 10036\n\n\n\n                                                           As of January 1, 1985\n\n\n\nMr. Ralph Lauren\n1107 Fifth Avenue\nNew York, New York  10028\n\n         and\n\nPolo Fashions, Inc.\n40 West 55th Street\nNew York, New York  10019\n\nGentlemen:\n\n                  Reference is made (i) to a restated U.S.A. license agreement\n(the 'License Agreement') dated as of January 1, 1985 between Cosmair, Inc., a\nDelaware corporation (the 'Licensee'), and Ricky Lauren and Mark N. Kaplan as\ntrustees under an Agreement dated September 21, 1976 (the 'Licensor'), which\nLicense Agreement is being executed simultaneously herewith, and (ii) to a\nU.S.A. design and consulting agreement (the 'Design Agreement') dated as of\nJanuary 1, 1985 between Ralph Lauren ('Lauren') individually and doing business\nunder the name Ralph Lauren Design Studio, and Licensee, which Design Agreement\nis being executed simultaneously herewith. The License Agreement and the Design\nAgreement are hereinafter, at times, referred to collectively as the Agreements.\n\n                  In order to induce the Licensee to enter into the Agreements\nand to perform the obligations imposed on the Licensee thereunder, the Licensor\nhas requested Lauren and Polo Fashions, Inc., a New York corporation ('PFI'), to\nconfirm to the Licensee certain representations, warranties, covenants and\nacknowledgments, which representations, warranties, covenants and\nacknowledgments have previously been made to the Licensor by Lauren and PFI.\n\n                  NOW, THEREFORE, the parties hereto agree as follows:\n\n                  1. Lauren and PFI, jointly and severally, hereby make the\nfollowing representations and warranties to the Licensee, which are confirmatory\nof the rights received by the Licensor under various agreements (the 'Transfer\n\n\n                                                                                \n                                                                                \n\n                                                                               2\n\n\n\nAgreements') among the Licensor, The Polo\/Lauren Company ('PLC'), Lauren and PFI\neach of which shall be deemed to be independently material and relied upon by\nthe Licensee, regardless of any investigation made or information obtained by\nthe Licensee:\n\n                  (a) By operation of the assignments and conveyances in the\nTransfer Agreements, as of November 22, 1976 the Licensor became the sole owner\nof the trademark 'Polo by Ralph Lauren,' United States Patent Office\nRegistration No. 1,021,368 covering certain products in U.S. Class 51 (as more\nfully set forth on Schedule A-1 to the License Agreements).\n\n                  As of November 22, 1976, PFI was the registered owner of, and\nLauren had consented to the use of his name in connection with the registration\nof, the trademarks (i) 'Polo (with design) by Ralph Lauren,' United States\nPatent Office Registration No. 978,166 covering certain products in U.S. Class\n39, (ii) 'Ralph Lauren' (and Polo Player Design), United States Patent Office\nRegistration No. 984,005 covering certain products in U.S. Class 39, (iii)\n'Chaps by Ralph Lauren,' United States Patent Office Registration No. 1,016,955\ncovering certain products in U.S. Class 39 and (iv) 'Polo by Ralph Lauren'\ncovering certain products in U.S. Class 26. PFI and Lauren, by written statement\nduly executed by them in favor of Licensors, have given their consent and\nagreement to interpose no objection to the registration, use and licensing of\nthe foregoing trademarks, the Names and all other names and marks, which either\nor both (or any business entity which is now or hereafter owned or controlled,\ndirectly or indirectly, by either or both of them), may hereafter develop or own\n(except such other names and marks as are not used in connection with any\nfashion related product) in connection with the manufacture and\/or distribution\nand sale of Licensed Products, as contemplated by the License Agreement;\n\n                  (b) Licensor has the full right, power and authority to\nexecute and deliver, and perform the terms of, the License Agreement and the\nconsummation of the transactions contemplated by the License Agreement will not\nviolate any agreement to which Licensor, Lauren or PFI is a party or by which\nthey, it or he may be bound;\n\n                  (c) Without limiting the generality of the last preceding\nsubparagraph, Licensor has the full right to grant the License and neither\nLicensor, Lauren nor PFI is a party to or bound by any agreement in conflict\nwith the License Agreement or with any provision thereof. Except as may be\nprovided in the Agreements, neither Licensor, Lauren nor PFI has granted to any\nother person, firm, corporation or business any right, license or privilege to\nuse the Names or associated crests, symbols, logos or identifying marks, or any\ncrest, symbol, logo or identifying marks which would be confusingly similar\nthereto in connection with any Licensed\n\n\n                                                                                \n                                                                                \n\n\n                                                                               3\n\n\nProduct, or which would have the effect of infringing upon the exclusivity of\nthe License granted to Licensee under the License Agreement;\n\n                  (d) Schedules A-1 and A-2 to the License Agreement contain a\nfull and complete list of all registrations existing as of November 22, 1976\ncovering the Current Names and associated crests, symbols, logos and identifying\nmarks in the class of use owned by or registered in the name of Licensor, Lauren\nand\/or PFI in any part of the world; and\n\n                  (e) To the best of Lauren's and PFI's knowledge as of November\n22, 1976 (without any representation of an investigation having been made) no\nperson other than Licensor, Lauren of PFI had as of November 22, 1976 any trade\nname, trademark or similar right or interest in or to the 'Ralph Lauren,' 'Polo'\nand 'Chaps' Names as applied to Licensed Products in the Territory.\n\n            2.     In further confirmation of their prior transfer of rights\nto Licensor, Lauren and PFI, jointly and severally, covenant and agree with\nLicensee as follows:\n\n                  (a) Lauren and PFI will not, and will not permit any business\nentity owned or controlled by them to, grant any person, firm, corporation or\nbusiness (other than Licensee) any right, license or privilege to use in the\nTerritory the Names or associated crests, symbols, logos or identifying marks or\nany name, crest, symbol, logo or identifying mark which would be confusingly\nsimilar thereto in connection with any Licensed Product, or which would have the\neffect of infringing upon the exclusivity of the License granted to Licensee\nunder the License Agreement;\n\n                  (b) Lauren and PFI hereby confirm Licensor's authority to\nappoint Licensee as its attorney-in-fact to apply for and register, in\naccordance with the provisions of the Agreements, in the name of Licensor, in\nthe Territory all trade names and trademarks which make use of the Names or are\nassociated therewith as applied to Licensed Products. Lauren and PFI will\ncooperate with Licensee in all manners and respects, but at Licensee's expense,\nto enable Licensee to obtain the aforesaid registrations, and Lauren and PFI\nwill execute any further agreements, documents and instruments as may be\nnecessary to effect the same;\n\n                  (c) Lauren and PFI will not at any time disclose to any\nperson, firm, corporation or business (other than to a person, firm, corporation\nor business with rights to use the Names on Licensed Products outside the\nTerritory, if required in connection with a program for the Licensed Products\noutside the Territory) any confidential information (including, without\nlimitation, customer lists) concerning the conduct of the business and affairs\nof Licensee or of any subsidiary or affiliate of Licensee which they may acquire\nexcept as may be required pursuant to law and then only upon advance notice to\nLicensee;\n\n\n                                                                                \n                                                                                \n\n\n                                                                               4\n\n\n                  (d) Lauren and PFI shall protect, indemnify and save harmless\nLicensee and each of Licensee's officers, directors, employees and agents\nagainst any and all liabilities, claims, damages, penalties, causes of action,\ncosts and expenses, including reasonable attorneys' fees, arising out of the\nbreach or material inaccuracy of any of the representations, warranties,\ncovenants and agreements of (x) Licensor contained in the License Agreement or\n(y) Lauren or PFI, contained in this letter. Licensee shall have the right in\nits discretion, and with counsel of its own choosing, to take any action, legal\nor otherwise, in its own name and\/or in the name of Lauren or PFI, at Licensee's\ndiscretion to protect any trade name or trademark covered by the License from\ninfringement, counterfeiting or passing off. Prior to taking any such action,\nLicensee shall advise Licensor of its intention to commence the proposed action\nand thereafter, at Lauren or PFI's request, shall promptly furnish Lauren and\/or\nPFI with copies of relevant documents and Lauren and PFI advised of developments\nrelating to the action. Lauren and PFI shall cooperate with Licensee, and if\nrequested shall join in as a plaintiff in any such action with counsel\ndesignated by Licensee. Any legal expenses incurred in the prosecution of such\naction shall be borne by, and any money recoveries received in such action,\nshall belong to, Licensee (subject only to the rights, if any, of Licensor to a\nroyalty on any such recovery as expressly provided in the License Agreement);\n\n                  (e) Lauren and PFI acknowledge that the Current Names have\nestablished prestige and good will in the field of fashion apparel and that it\nis of major importance to Licensee that the high standards and reputation of the\nCurrent Names be maintained. Neither Lauren nor PFI will take action which will\nbe likely to injure or damage the reputation for high quality which has come to\nbe associated with the Current Names. Licensee shall not be entitled to damages\nby reason of Lauren's or PFI's breach or default of their obligations under this\nsubparagraph (e) and Licensee's sole remedy under the Agreements shall be to\nterminate the Agreements pursuant to the provisions thereof.\n\n                  (f) Lauren and PFI believe and intend that they have\ntransferred and assigned to Licensor all rights required by Licensor to enable\nLicensor to fully perform its obligations under the License Agreement.\nNevertheless, in confirmation thereof, if Lauren or PFI or any entity owned or\ncontrolled by them now has or may hereafter acquire any right or interest in or\nto any of the Names and if such right or interest is required to or should\nproperly be owned by Licensor under the License Agreement or to otherwise fully\nperform Licensor's obligations thereunder, then, and in such event, the\nfollowing provisions shall apply:\n\n                       (i) Lauren and PFI shall promptly transfer and assign\n         such right and interest to Licensor, without cost or expense to\n         Licensee, and (ii) for the purpose of the License Agreement and\n         Licensee's rights thereunder, such rights and interests shall be deemed\n         to be the property of Licensor\n\n\n                                                                                \n                                                                                \n\n\n                                                                               5\n\n\n         (whether or not they are actually assigned or transferred to Licensor a\n         provided in clause (i) above);\n\n                       (g) If Lauren or PFI hereafter registers any new Name in\nany part of the world, they will promptly thereafter advise Licensee of the\nsame;\n\n                       (h) Lauren will not permit his name to be used by any\nUnaffiliated Third Person as the designer or creator of a line of clothing or\nany other line of fashion related products owned, manufactured or distributed by\nsuch Unaffiliated Third Person, unless such Unaffiliated Third Person agrees,\nfor the benefit of Licensee, that neither Ralph Lauren's name nor the name of\nRalph Lauren as part of a trade name or trademark used for or in connection with\nsuch line of clothing or other line of fashion related products will be used in\nthe Territory by such Unaffiliated Third Person (or by any person licensed or\nauthorized by him) for a line of Licensed Products or in connection with the\nsale, distribution or promotion thereof. The term 'Unaffiliated Third Person'\nshall mean every person and business entity except Licensor, Lauren, PFI, PLC\nand each business entity owned or controlled, directly or indirectly, by them;\nand\n\n                       (i) In further confirmation of their prior transfer of\nrights to Licensor, (i) Lauren and PFI do hereby join in each of the covenants\nand agreements of Licensor contained in the License Agreements (including,\nwithout limitation, the covenants and agreements of the Licensor set forth in\nparagraphs 2.2, 7, 9.4 and 13 of the License Agreement and (ii) Lauren and PFI\nexpressly consent to all of the other terms and conditions of the License\nAgreement and will deliver such documents and take such action as may be\nreasonably requested in order to enable Licensor to fully carry out the intent\nand accomplish the purposes of the License Agreement.\n\n                  3. Lauren and PFI hereby agree to indemnify and hold harmless\nLicensee from and against any and all losses it may suffer and any and all\ndamages, liabilities, claims, costs or expenses (including, without limitation,\nreasonable attorneys' fees and disbursements) paid or incurred, as the case may\nbe, which it would not have suffered or incurred if PFI (rather than Licensor)\nhad owned the Names and had applied for registration of the First Trademarks,\nprovided, however that any such loss, damage, liability, claim, cost or expense\nis paid or incurred by Domestic Licensee before PFI has filed applications in\nits own name for registration of the First Trademarks. The parties acknowledge\nthat the aforesaid indemnification provided by Lauren and PFI under this\nparagraph 3 shall be the same as that provided to Licensee by the License\npursuant to the provisions of paragraph 7.1(b) of the License Agreement. In the\nevent any claim is made or accrued (to Licensees' knowledge) against Licensee\nwhich comes within the indemnity set forth in this paragraph, Licensee will\npromptly notify Lauren and PFI of such claim. Thereafter, Licensor shall have\nthe right, at its own expense and with counsel of its own choice, subject to the\napproval of Licensee, which approval will not be unreasonably\n\n\n                                                                                \n                                                                                \n\n\n                                                                               6\n\n\nwithheld, to assume the defense of any such claim. Licensee agrees to cooperate\nfully in the defense of any such claim and may, at its own expense and with\ncounsel of its own choice, participate in the defense of any such claim.\n\n                  4. Licensee acknowledges that, except as set forth in\nparagraph 1 hereof, Lauren and PFI have not represented to Licensee that\nLicensor, Lauren or PFI have any trademarks, trade names or other rights or\ninterests in or to the Names or that persons other than Licensor, Lauren or PFI\nhave no such trademarks, trade names or other rights or interests. If Licensee\nuses any Name as a trademark, trade name or product name for a Royalty Product\nwithout registration of the same (except as may be necessary to establish its\nuse in commerce) Licensee will protect, defend and save harmless Lauren and PFI\nfrom and against any claims of third persons for infringement, counterfeiting or\npassing off against Lauren or PFI arising out of the use of such unregistered\nName provided that (x) neither Lauren, PFI nor Licensor shall have\nmisrepresented to Licensee their rights or interests in or to such Name whether\nin this letter, in the License Agreement or any other instrument, and (y) such\nclaim shall not arise by reason of any action taken by Lauren, PFI or Licensor\nin breach of any obligation they may have to Licensee whether arising under this\nletter, the License Agreement or any other instrument.\n\n                  5. In the event of a breach or threatened breach of any of the\ncovenants of Lauren or PFI contained in this letter, Licensee shall have the\nright, without the necessity of proving any actual damages, to obtain temporary\nor permanent injunctive or mandatory relief in a court of competent\njurisdiction, it being the intention of the parties to this Agreement that the\ncovenants and agreements of Lauren and PFI hereunder be specifically enforced to\nthe maximum extent permitted by law.\n\n                  If the representations of Lauren herein contained are not true\nand correct in any material respect or if there shall be a substantial breach by\nLauren of any of its covenants hereunder, which breach shall not have been cured\nwithin ninety (90) days after Licensee shall have given Lauren notice of same,\nsuch misrepresentation or breach shall be deemed and shall constitute a breach\nof the Design Agreement, and Licensee shall have the right, in addition to any\nand all rights and remedies that Licensee has against Lauren by reason of the\nsame, to (i) terminate the Design Agreement and\/or (ii) set off any and all\ndamages, costs, expenses, losses, and other injuries sustained by Licensee by\nreason of such misrepresentation or breach against any sums payable by Licensee\nunder the Design Agreement, except as otherwise provided in this letter or under\nthe Design Agreement.\n\n                  6. In all instances where Lauren has a right of approval\nherein, such right may be exercised personally by Lauren or by the Ralph Lauren\nDesign Studio. If Lauren or the Ralph Lauren Design Studio fails or is unable to\nexercise such right within thirty (30) days (by informing Licensee whether\nLauren grants or\n\n\n                                                                                \n                                                                                \n\n\n                                                                               7\n\n\nwithholds his said approval) Lauren shall be deemed to have given his approval\nto Licensee with respect to the matter as to which his approval was sought.\n\n                  7. Licensee covenants and agrees with Lauren and PFI, as\nfollows:\n\n                       (a) Licensee will not disclose to any person, firm,\ncorporation, or business any confidential information concerning the conduct of\nthe business and affairs of Lauren or PFI which Licensee may acquire; and\n\n                       (b) It is understood that Licensor, Lauren and PFI assume\nno liability to Licensee or third parties with respect to the performance\ncharacteristics of the Royalty Products, and Licensee will protect, defend,\nindemnify and save harmless, Licensor, Lauren and PFI, their officers, employees\nand agents, against any and all liabilities, claims, damages, penalties, causes\nof action, costs and expenses, including reasonable attorneys' fees and\ndisbursements, for product liability or breach of warranty claims of third\npersons arising out of the use of such Products by such third persons.\n\n                  8. All notices, approvals or other communications required\nunder or contemplated by this Letter shall be in writing and (x) if given to\nLicensee, Licensor or Lauren shall be delivered in the manner provided in the\nAgreements, and (y) if given to PFI shall be transmitted by telex (with\nconfirmed answerback) or delivered in person or sent, postage paid, by\nregistered or certified mail, return receipt requested, as follows:\n\n                           Polo Fashions, Inc.\n                           40 West 55th Street\n                           New York, New York  10019\n                           Attention:  President\n                           Telex:  420747 POLOFAS\n\n                  with a copy to:\n\n                           Mark N. Kaplan, Esq.\n                           Skadden, Arps, Slate, Meagher &amp; Flom\n                           919 Third Avenue\n                           New York, New York  10022\n                           Telex:  645899\n\n                  9. All terms used in this Letter Agreement shall be defined or\nthe purposes hereof as provided in the Agreements unless otherwise expressly\ndefined herein.\n\n\n\n                                                                                \n                                                                                \n                                                                               8\n\n\n\n                  10. This Letter Agreement supersedes a prior letter agreement\nmade and dated November 22, 1976 (executed on June 30, 1978) among Licensee (as\nsuccessor to the rights of Warner\/Lauren Ltd.) and Lauren and PFI and the\nrights, duties and obligations of the parties from this date forth shall be\ngoverned by this Letter Agreement.\n\n                                                     Very truly yours,\n\n                                                     COSMAIR, INC.\n\n\n                                                     By:  \/s\/ Jacques H. Correze\n                                                          ----------------------\n\nREAD AND AGREED TO:\n\n\n \/s\/Ralph Lauren\n -----------------\n    Ralph Lauren\n\n\nPOLO FASHIONS, INC.\n\n\nBy: \/s\/Peter Strom\n-------------------\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8547],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9613,9620],"class_list":["post-42942","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-polo-ralph-lauren-corp","corporate_contracts_industries-consumer__clothing","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42942","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=42942"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42942"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42942"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42942"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}