EXHIBIT 10.10
THIS AGREEMENT is made the 12th day of May, 2005.
BETWEEN
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(1) BRAVADO INTERNATIONAL GROUP MERCHANDISING SERVICES, INC. of 000 Xxxxxxx
Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 XXX ("the Licensor"); and
(2) COLLECTIBLE CONCEPTS GROUP, INC. of 0000 Xxxxx Xxxxx Xxxx, Xxxxxxxxxx, XX
00000, XXX ("Licensee").
WHEREAS:
(A) The Licensor is the duly authorized licensee of certain merchandising
rights relating to the ARENA FOOTBALL LEAGUE and its respective teams
("AFL").
(B) The Licensor and the Licensee have agreed that the Licensee shall be
granted certain rights to manufacture and sell certain goods and
merchandise incorporating, inter alia the name(s) and/or likeness(es) of
the League for the consideration and upon the terms and conditions
hereinafter set forth.
(C) Words defined in paragraph 14 below shall have the meanings ascribed to
them therein.
NOW IT IS HEREBY AGREED as follows:
1. RIGHTS
(a) The Licensor hereby grants to the Licensee and the Licensee hereby
accepts the non-exclusive right in the Territory during the Term to
embody the Property on the Goods and to sell the Products to bona
fide third party arms length wholesale and retail outlets in
accordance with the terms hereof.
(b) All rights not expressly licensed to the Licensee hereunder are
expressly reserved by the Licensor.
(c) The Licensee acknowledges and agrees that there is valuable goodwill
associated with the Property and that the Property has a secondary
meaning in the mind of the public. The Licensee further acknowledges
and agrees that the Property (including all rights therein and
goodwill associated therewith) shall be and remain insofar as the
Licensee is concerned the exclusive sole and complete property of
the Licensor and its designees. The Licensee shall not use nor
authorize nor permit the use of the Property in any manner at any
time nor at any place not specifically licensed herein and all
rights and interests of whatsoever nature with respect to the
Property and the Products which are not specifically granted to the
Licensee herein shall be and are specifically reserved to the
Licensor and/or its designees without limitation. The
Licensee shall exercise the rights granted under this agreement
strictly in accordance with the terms, conditions, restrictions and
limitations contained herein. The Licensee acknowledges and agrees
that its use of the Property shall not create in the Licensee's
favor any right, title or interest and that all uses of and sale by
the Licensee shall inure to the benefit of the Licensor. It is
agreed that all accounting and payments required herein shall
survive and continue beyond the expiration or earlier termination of
this agreement. Wherever the obligations of the Licensee hereunder
are expressed to be subject to a limit of time, it shall be deemed
that time shall be of the essence of this agreement.
2. ADVANCES/ROYALTIES/ACCOUNTING
(a) The Licensee shall pay the First Advance of Ten Thousand US Dollars
(US $1 0,000) to the Licensor upon execution of this agreement.
(b) The Licensee shall pay royalties to the Licensor in the manner set
out in sub~ paragraph 2(c) below. The royalties shall be payable at
the Royalty Rate on the gross selling price of the Products
exclusive of Sales Tax of each individual Product sold hereunder.
(c) Within thirty (30) days after the close of each calendar quarter in
any calendar year during the Term and within thirty (30) days of the
end of the Sell-off Period (if any) the Licensee shall send to the
Licensor a complete, accurate and detailed statement, broken down by
country of sale, setting forth the quantity and the gross sale price
of each of the Products sold (including sales for export) during the
preceding calendar quarter and the computation of royalties due to
the Licensor pursuant to this agreement. Such statement shall be
accompanied by payment of all royalties due to the Licensor with
respect of each applicable sale. Acceptance by the Licensor of such
payment and statement for any quarter shall not preclude the
Licensor from questioning their accuracy at any time thereafter.
Each such royalty statement shall be certified by a principal
officer of the Licensee as being true and accurate. Royalties shall
be paid in US Dollars. The royalties payable in another currency
shall be converted into US Dollars at the mid-rate listed in the
Wall Street Journal on the last date of the quarter with respect to
which the statement is rendered.
(d) All sums payable hereunder by Licensee to Licensor shall be made
without deduction or set off or withholding. If a withholding is
required by law the Licensee shall either:
(i) make such withholding; and
(ii) account for the amount withheld to the relevant authority; and
(iii) provide to the Licensor the relevant tax deduction certificate
in the Licensor's name; or
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(iv) pay to Licensor such amount, as will after deduction of any
withholding, be equal to the amount that would have been
received if no deduction had been made.
(e) All sums payable hereunder are exclusive of Sales Tax which shall
(if applicable) be paid promptly on receipt of a Sales Tax invoice
therefor.
(f) If the Licensee fails to make any payment by the due date (without
prejudice to the provisions of paragraph 8 below), interest shall be
payable on the outstanding amount at a rate off our percent (4%) per
annum above the Citibank N.A. Prime rate from time to time from the
date payment should have been made or eight percent (8%) per annum,
whichever is higher, until payment is actually made.
3. WARRANTIES
The Licensee warrants and represents and undertakes as follows:-
(i) The Licensee is free to enter into and fully perform this agreement;
(ii) all ideas, creations, designs, materials and intellectual property
furnished by the Licensee in connection with the Products will be
the Licensee's own and original creation or material which the
Licensee is fully licensed to use (except for matters in the public
domain) and all rights therein shall be owned in full by the
Licensor and shall be licensed to the Licensee solely for the
purposes contemplated by this agreement;
(iii) the Products and their manufacture, advertisement, distribution and
sale will not infringe upon or violate any rights of any party;
(iv) the Products will be of a high standard in style, appearance and
quality; will conform with approved samples approved by the Licensor
pursuant to paragraph 4 below; will be safe for use by consumers and
will comply with all applicable governmental rules, guidelines,
safety codes and regulations;
(v) the Products will be manufactured, advertised, distributed and sold
in accordance with all applicable local laws and in a manner that
will not reflect adversely on the Licensor, the AFL or any others
with whom the Licensor has contractual arrangements with respect to
the Property;
(vi) the Licensee will not manufacture, advertise, distribute or sell and
will not authorize the manufacture, advertising or sale of the
Products in any manner at any time or in any place not specifically
licensed hereunder;
(vii) The Licensee will insure that the Products are on sale to the public
throughout the Territory by the Marketing Date. The Licensee will
also insure that all Products are timely delivered to all of its
customers throughout the Term. The Licensee will use
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its best efforts to promote and maximize sales and sales revenue
relating to the Products in the Territory;
(viii) The Licensee will not at any time do or suffer to be done any act
or thing or fail to perform any act that might impair or affect the
Property and/or the Licensor's rights and interests in the Property
and/or the reputation of the AFL;
(ix) The Licensee will pay (and hereby indemnifies the Licensor from any
liability to pay) all sums due to any third parties arising from the
sale, advertising or other exploitation of the Products;
(x) Unless the Licensee shall obtain the Licensor's prior written
consent thereto which may be withheld for any reason, the Licensee
shall not distribute or sell any of the Products at prices that are
less than the Minimum Price. All transactions in which the Licensee
shall engage relating to the sale of the Products hereunder shall be
"arms length" transactions to bona fide customers;
(xi) The Licensee will not make any of the Products available as
premiums, commercial tie-ins and/or special offers connected to the
purchase of any item nor package any Product with any other product
without the prior written consent of the Licensor.
4. PRODUCT APPROVAL
(a) It is of the essence of this agreement that the Licensee obtain the
Licensor's prior written approval of each and every item of the
Products (including, without limitation, the form and content of all
advertising and promotional material in which the Property appears
for use at trade shows and in the press, magazines, television,
radio, billboard, on-line and cinema advertisements or in any other
way) which the Licensee desires to exploit pursuant to this
agreement. Licensee acknowledges that Licensor cannot issue any
approvals hereunder without the Licensor first receiving the AFL's
approval. In this regard the Licensee shall submit to the Licensor
at no cost or expense to the Licensor (whether recoupable or
otherwise) for the Licensor's approval:
(i) a description of the concept, including full information on
the nature and function of the proposed item and a general
description of how the Property and other material will be
used on them;
(ii) complete layouts and descriptions of the proposed Products and
promotional and packaging material showing exactly how and
where the Property and other artwork and wording will be used;
(iii) pre-production models or prototype samples of the proposed
Products and promotional and packaging material;
(iv) proposed timetabling for the Products in the market; and
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(v) not less than ten (1 0) actual non-royalty bearing production
samples of the proposed products and promotional and packaging
material.
(b) Unless and until the Licensee shall receive the Licensor's
written approval of such samples of the Products, the Licensee
shall not proceed to manufacture (other than for
pre-production purposes), distribute or exhibit the same. The
Products so manufactured and distributed shall be of the same
quality and content as the samples approved by the Licensor as
aforesaid and shall be manufactured in accordance with
specifications approved by the Licensor. Promptly following
the initial manufacturing run of each of the Products, the
Licensee shall furnish the Licensor at no cost or expense to
the Licensor (whether recoupable or otherwise) with twenty
four (24) further items of the Products. The Licensor may
purchase from the Licensee each Product for non-competitive
reasons at Licensee's cost price plus ten percent (1 0%). At
the Licensor's request and at the Licensee's sole cost and
expense, the Licensee shall submit random samples of the
Products to the Licensor for inspection. Additionally at the
Licenser's request, the Licensee shall arrange for the
Licensor's representative to enter the Licensee's or its
manufacturer's premises for the purpose of inspecting the
Products. In the event that the Licensor shall determine that
any of the Products at any time falls below the aforesaid
standard of quality and content, the same shall be destroyed
at the Licensee's sole cost and expense in the presence of the
Licensor's representative or shall be delivered, at the
Licensee's sole cost and expense, to the Licensor or its
designee for destruction. All Products shall bear the
"Official Merchandise" xxxx in the form specified by the
Licensor.
(c) Without limiting the provisions of sub-paragraphs 4(a) and 4(b)
above, all of the Products and containers and packaging therefor and
all advertising and promotional materials relating to the Products
shall be subject to the Licensor's prior written approval and shall
be of the highest Standards insofar as style, appearance and quality
is concerned.
5. INTELLECTUAL PROPERTY
The Licensee shall print stamp or mold such notices of trademark, service
xxxx and copyright in the form specified by the Licensor on each of the
Products and each package or each container used in connection therewith
and all advertisements pertaining thereto. The Licensee shall not
manufacture any Products without first receiving from the Licensor the
relevant notice of trademark, service xxxx and/or copyright which the
Licensor shall require to be printed, stamped or molded on each of the
Products and packaging and containers therefor. The Licensee shall comply
with Licensor's instructions with respect to position and letter size of
the aforesaid notice of trademark, service xxxx or copyright. No Product
upon which the aforesaid notice of trademark, service xxxx or copyright is
printed stamped or molded shall contain any other copyright notice
whatsoever. The Licensee shall not use any trademark or service xxxx other
than the Property in connection with the Products without the Licensor's
prior written approval. The Licensee shall not use any such trademark,
service xxxx or copyright other than on the Products and the packaging and
containers used in connection therewith and advertisements pertaining
thereto.
6. PRODUCT PROTECTION
The Licensee shall obtain on behalf of itself and the Licensor all
protection as may be reasonable with respect to the Products. Licensee
hereby assigns to Licensor the right to commence all appropriate legal
proceedings in Licensor's and/or Licensee's name(s) as Licensor shall
determine. The Licensee shall not commence any proceedings with respect
to the rights granted herein without the prior written consent of the
Licensor. The Licensee shall promptly notify the Licensor in writing of
any infringements, suspected infringements, passing off, imitations or
other interferences with the Licensor's rights in the Property by third
parties and shall fully assist the Licensor in any proceedings concerning
the Products. Any sums recovered as a result of any judgment or
settlement of any claim pertaining to infringement of the Products shall
belong to the Licensor.
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7. RESTRICTION ON SALES
(a) Outside the course of normal business and without the AFL or its
representative team's approval, the Licensee shall not have the
right to distribute or sell the Products and shall not authorize or
permit any of the Licensee's customers or any other party to
distribute or sell the Products on or about the premises of any of
the AFL's live personal engagements. The Licensee shall not have the
right to augment or expand any of the rights granted to the Licensee
under this agreement or authorize or permit any of its customers or
any other party so to do. Without limitation to the foregoing,
neither the Licensee nor any other party shall have the right to
incorporate or embody the Property or the Products or any part
thereof into any other product or service.
(b) In accordance with the foregoing, the Licensee shall use its best
efforts to include in all of its agreements with each of the
Licensee's customers provisions identical to the provisions set
forth in sub-paragraph 7(a) above and the Licensee shall require
that each of its customers also include such provisions in their
agreements with their respective customers. The Licensee shall, at
the Licensee's sole cost and expense, take all actions and require
its customers to take all actions necessary to enforce such
provision. Upon the Licensor's request the Licensee shall forthwith
furnish to the Licensor copies of all the Licensee's said agreements
with its customers and their respective customers so that the
Licensor can verify that the said provisions have been included in
each such agreement. The parties hereto agree that a breach by the
Licensee of the provisions of this paragraph 7 will constitute a
material breach of this agreement.
8. TERMINATION
(a) Upon the occurrence of any of the following events, without
prejudice to any other rights which it may have, the Licensor shall
have the right to terminate this agreement (subject to the relevant
notice being given in the case of termination under paragraphs
8(a)(i) and 8(a)(ii) below) and/or to delete from this agreement any
elements of the Property or any Products and/or to require the
immediate payment of any Advance and royalties due or to become due
under this agreement:
(i) the Licensee fails to make any payment or furnish any
statement in accordance with this agreement within five (5)
business days after written notice requiring it to do so;
(ii) the Licensee fails to comply with any other of its material
obligations under this agreement or breaches any warranty made
by it under this agreement including, without limitation to,
if the Licensee sells, distributes and/or advertises the
Products without having obtained the Licensor's written
approval pursuant to paragraph 4 above.
(iii) without the prior written consent of the Licensor, the
Licensee sells or otherwise disposes of all or a substantial
part of its business or assets to a third party, or direct or
indirect control of the Licensee is transferred to a third
party;
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(iv) the Licensee ceases or notifies the Licensor of its intention
to cease to carry on business;
(v) the Licensee challenges the validity of any of the Property or
the Licensor's rights in the Property.
(b) This agreement shall terminate automatically, without
prejudice to any rights the Licensor may have, if: (i) the
Licensee files a bankruptcy petition pursuant to the United
States Bankruptcy Code; (ii) if Licensee has a bankruptcy
proceeding commenced against it pursuant to the United States
Bankruptcy Code and if said bankruptcy proceeding is not
dismissed within thirty (30) days after it is commenced; (iii)
ii Licensor effects an assignment for the benefit of its
creditors; and/or (iv) if Licensee becomes unable to pay its
debts in the ordinary course of business.
9. EFFECT OF EXPIRATION OR TERMINATION
(a) Upon expiration of the Term or earlier termination of this
agreement;
(i) all rights granted to the Licensee shall forthwith revert to
the Licensor;
(ii) Royalties shall be payable in accordance with paragraph 2
above and all other payments accrued shall immediately become
due and payable to the Licensor;
(iii) the Licensee shall deliver to the Licensor within seven (7) business
days a statement indicating the number and description of the
Products in stock or in the process of manufacture as at such
expiration of the Term or earlier termination of this agreement. The
Licensor may, upon reasonable prior notice, require the Licensee to
conduct a physical inventory in the presence of the Licensor's duly
authorized representative in order to ascertain or verify such
statement;
(iv) the Licensee shall cease the manufacture and marketing and (subject
to any right of sell-off pursuant to paragraph 9(b) below) the
distribution and sale of the Products;
(v) the Licensee shall deliver to the Licensor all creations, designs,
materials and intellectual property created or licensed by Licensee
pursuant to paragraph 3(u) above or provided to it by the Licensor
or the AFL;
(vi) all warranties and indemnification obligations of the parties and
all provisions which expressly or by implication are intended to
apply after expiration or termination of this agreement shall
continue to apply;
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(vii) any termination hereunder will be without prejudice to any of
Licensor's rights or remedies.
(b) Only if the Term has expired due to the passage of time, then the
Licensee shall have the non-exclusive right for a period of ninety
(90) days following the expiration of the Term (herein referred to
as "the Sell Off Period") to sell the Licensee's inventory of
Products existing as of the date of such expiration PROVIDED THAT
such sales may be made by the Licensee only at full price to
recognized wholesale and retail outlets unless the Licensor shall
otherwise consent in writing. The Licensee shall not in any event
have the right to manufacture any of the Products either in
anticipation of the expiration of the Term or during the Sell Off
Period. Within seven (7) business days following the expiration of
the Term, the Licensee shall furnish the Licensor with a detailed
written statement as to the inventory of the Products as of the
expiration of the Term. Notwithstanding the foregoing the Licensor
shall have the right to terminate the Licensee's aforesaid "sell
oft" rights with respect 10 any or all of the Products (as the
Licensor may elect) by so notifying the Licensee and purchasing from
the Licensee at the Licensee's actual out of pocket cost of
manufacture such of the Products as the Licensor desire The Licensee
shall be required to render statements and pay royalties to the
Licensor in accordance with the terms and conditions of this
agreement for all sales of the Products during the Sell Off Period
in accordance with paragraph 2 above.
(c) Within seven (7) business days following the expiration of the Term
or earlier termination of this agreement or the end of the Sell Off
Period (as applicable), the Licensee shall furnish the Licenser with
a further detailed written statement as to the inventory of each of
the Products as of the expiration of the Term or earlier termination
of this agreement or the end of the Sell Off Period (as applicable)
and the Licensor shall at its election either:
(i) purchase all or part of such inventory or any or all of the
Products at the Licensee's actual out of pocket cost of
manufacture plus ten percent (10%) therefor; or
(ii) require the Licensee to destroy such remaining inventory in a
manner satisfactory to the Licensor in the presence of the
Licensor's representative and/or provide the Licensor with an
affidavit of such destruction sworn to by one of the
Licensee's principal officers;
(iii) in the event that the Licensor elects to purchase any or all
of such inventory pursuant to paragraph 9(c)(i) above, the
Licensee shall promptly ship all such items at the Licensee's
expense to the Licenser or its designee or shall make them
available at the Licensor's place of business for the Licensor
or its designee to take possession thereof
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(d) The Licensee shall not during the six (6) month period preceding the
date on which the Term is due to expire manufacture excess Products.
10. INDEMNITY
The Licensee does hereby indemnify and hold harmless the Licensor and any
of its officers, directors, employees and associated companies and the
individual members of the AFL from and against any and all claims,
damages, loss, liabilities, costs and expenses (including attorney fees
and cost) arising out of or in any manner connected with this agreement
or the use or possession of the Property or any of the Products.
11. PRODUCT LIABILITY INSURANCE
The Licensee shall maintain at its own expense in full force and effect
at all times during the Term and for two (2) years thereafter with a
reputable insurer an insurance policy for single limit product liability
with respect to the Products in a form acceptable to the Licensor naming
the Licensor and the AFL (and any other individuals and entities that the
Licenser may from time to time designate) as named parties insured. The
amount of insurance coverage shall be no less than Two Million US dollars
(US$2,000,000) for each single occurrence and no less than Five Million
US dollars (US$5,000,000) in the aggregate. The Licensee shall furnish
the Licensor with a copy of the certificates of insurance establishing
such coverage prior to manufacture or distribution of any of the
Products. All modifications thereof and evidence of renewal thereof shall
furnished to Licensor directly by the applicable insurance company. The
policy will contain a provision confirming that the policy is primary and
that the liability of the insurers will not be affected by any other
insurance of which the Licensor or the Licensee have the benefit so as to
reduce the amount payable under the policy.
12. AUDIT
During the Term and for a period of three (3) years thereafter, the
Licensee shall keep and maintain, at its principal place of business,
true, detailed and accurate books and records together with supporting
bills, invoices and vouchers of any and all transactions (including,
without limitation to, the manufacture, shipping, distribution and sale
of each of the Products and packaging or containers therefore) which
relate to or affect this agreement the Products or any provisions hereof.
The said books and records with supporting documentation and other items
shall be open to audit, examination, inspection, the making of extracts
and the taking of copies thereof by the Licenser or its representative(s)
during regular business hours upon no more that five (5) business days
notice. Such audit and/or examination shall be carried out not more than
twice in any calendar year. In the event that any such examination and
inspection shall indicate that the Licensee shall have made errors to the
detriment of the Licensor, then the Licensee shall forthwith pay to the
Licensor the amount of the relevant discrepancy and if such error to the
detriment of the Licensor shall be in excess of five per cent (5%) of the
royalties earned by the Licensor during the periods for which such
examination and inspection relates, then the Licensee shall be solely
responsible for and shall pay the costs of such inspection and
examination. The Licensee will pay the Licensor interest on such under
payment and all late payments at the rate of four percent (4%) above
Citibank N.A.'s Prime Rate from time to time from the date payments
should have been made or eight percent (8%), whichever if higher, until
payment is actually made. The Licensee shall be obligated to obtain for
the Licensor a similar right to inspect, examine, make extracts and take
copies of the books and records of each of the Licensee's manufactures
and sub-licensees. Acceptance of any sum by or on behalf of the Licensor
from the Licensee shall not in any manner be constructed as a wavier by
the Licensor of any claim pertaining to the validity of the computation
of such payment nor a wavier of any breach by the Licensor of any
provision of this agreement.
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13. MISCELLANEOUS
(a) This agreement contains all the terms agreed between the Licensee
and Licensor and replaces all previous agreements written or oral on
the subject matter of this agreement and may not be varied except in
writing. No waiver by either Licensee or Licensor of a breach hereof
or a default hereunder shall be deemed a waiver by such party of any
previous or subsequent breach whether of a like or similar nature or
otherwise.
(b) any clause, sentence, paragraph or part of this agreement or
application thereof shall for any reason be judged by a court of
competent jurisdiction to be invalid for any reason, then such
judgment shall not affect the remainder of this agreement which
shall continue in full force and effect.
(c) The Licensee shall, during and after the existence of this agreement,
keep all the terms of this agreement secret and confidential and will not
disclose to any third party any information contained in this agreement
or any information concerning the business of affairs of the Licensor or
of the AFL supplied to it or otherwise obtained by the Licensee under or
in connection with this agreement except where required by law.
(d) This agreement shall not operate so as to create a partnership or joint
venture of any kind between the Licensee and the Licensor.
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(e) (i) The Licensee will not enter into any sub-license agreement in
connection with the Products without the prior written consent of
the Licensor nor shall the Licensee enter into any agency agreement
or otherwise sub- contract or part with any of its obligations under
this agreement without the prior written consent of the Licensor.
(ii) The Licensee may not assign, licence, subcontract or otherwise part
with its rights or obligations under this agreement without the
prior written consent of the Licenser.
(f) Any notice, consent, approval or other communication required to be
given to any party in connection with this agreement shall be in
writing and shall be delivered by hand, e-mail, facsimile, mail or
overnight carrier to the address of such party herein set out or at
such changed address as shall for that purpose be notified in
accordance with the provisions hereof to the other party and every
such notice, consent, approval or other communications shall have
been duly served on the day of delivery if sent by hand , e-mail,
facsimile or overnight carrier and if sent by mail service shall be
deemed to have been made on the third business day after the date of
mailing. Copies of all notices of Licensor shall be simultaneously
sent to Xxx Xxxxxxx, Bravado International Group Merchandising
Service, Inc. at 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx XX 00000.
(g) This agreement and any variations or amendments hereto shall be
governed in accordance with the laws and procedures of the
jurisdiction of the state of New York and the parties agreed to
submit to the exclusive jurisdiction of the State and /or Federal
Courts of New York in connection with resolving any dispute
regarding the Property, the AFL and/or this agreement. In this
regard, any process in any action or proceeding commenced in the
courts of the State of New York or the Federal Courts therein
arising out of ant claim, dispute or disagreement under this
Agreement may, among other methods, be served upon Licensee by
delivering or mailing the same, via registered or certified mail,
addressed to Licensee at the address provided herein for notices to
Licensee; any such delivery or mail service shall be deemed to have
the same force and effect as personal service within the State of
New York. The parties agree that in the event that one party
commences an action against the other party, then the prevailing
party in any such action shall receive its attorneys' fees and
costs.
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(h) All headings used in this agreement are for clarification and
reference purposes only.
(i) At the request of the Licenser, the Licensee agrees promptly to
provide to the Licensee such items of the Products for touring or
fan club purposes that the Licenser may require at Licensee's actual
out of pocket cost of manufacture therefor.
(j) It is agreed that all accounting and payments required herein shall
survive and continue beyond the expiration or earlier termination of
this agreement.
(k) Each party acknowledges that it has obtained legal advice in
connection with this agreement and agrees that no provision in this
agreement shall be construed for or against any party hereto.
14. DEFINITIONS
In this agreement the following expressions shall have the meanings set
out against them:
(a) "AFL" -- shall mean Arena Football League and its respective teams.
(b) "First Advance" -- shall mean Ten Thousand US dollars (US $10,000)
due upon full execution of the agreement
(c) "Marketing Date" -- shall mean on or before December 31, 2005.
(d) "Property" -- symbols, emblems, logos, designs, team name(s) and
visual images or representations based on the AFL and its respective
teams.
(e) "Products" -- shall mean the Goods embodying thereon the Property.
(I) "Royalty Rate" -- shall mean Twelve percent (12%) of the gross
wholesale price.
(g) "Term" -- shall mean May 1, 2005 -- June 30, 2007.
(h) "Territory" - shall mean North America.
(i) "Goods" -- shall mean the following products: Scrolls, Fanbana,
Megaphone Cap.
(j) "Minimum Price" -- shall mean: Lowest category wholesale selling
price.
(k) Special Paragraphs -- All packaging and products must contain the
appropriate legal line as supplied by Licensor and/or AFL.
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AS WITNESS the hands of the duly authorized representatives of the Licenser and
the Licensee the day and year first above written.
SIGNED by )
for and on behalf of ) /s/ [name illegible]
BRAVADO INTERNATIONAL )
GROUP MERCHANDISING SERVICES, INC. )
SIGNED by )
For and on behalf of ) /s/ XXXX X. XXXXXXXXX
---------------------
COLLECTIBLE CONCEPTS GROUP, INC. )
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