Exhibit 10.76
AMENDMENT NO. 5
TO
TRADEMARK LICENSE AND TECHNICAL ASSISTANCE AGREEMENT
COVERING WOMEN'S PRODUCTS
This is Amendment No. 5 dated June 21, 2000 to the Trademark License
and Technical Assistance Agreement for Women's Collections dated January 15,
1998 by and between Latitude Licensing Corp. and I.C. ▇▇▇▇▇▇ & Co., L.P.
covering Women's Products (the "Agreement"). Four previous Amendments in June
18, 1998, November 12, 1998, December 23, 1998 and August 2, 1999 have been
entered into. Capitalized terms used herein have the meaning ascribed to them in
the Agreement unless otherwise indicated.
WHEREAS, the Parties have agreed to extend the Territory to Canada in
order for the Licensor to grant to the Licensee the right to enter into a
distribution agreement in Canada (the "Distribution Agreement").
FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED, THE PARTIES AGREE TO AMEND THE AGREEMENT AS FOLLOWS:
1. TERRITORY EXTENSION At the end of Paragraph 2, the following Sub-Paragraph
2.2 (d) shall be added:
"2.2 (D) THE LICENSE HEREIN GRANTED SHALL EXTEND TO CANADA ("CANADA").
LICENSOR HEREBY REPRESENTS IT HAS ALL NECESSARY RIGHTS TO PERMIT AND
LICENSE THE ACTIVITIES CONTEMPLATED UNDER THIS AGREEMENT WITH RESPECT TO
PRODUCT DISTRIBUTION IN CANADA."
2. DISTRIBUTION AGREEMENT
The Distribution Agreement must be submitted to the Licensor for
approval and approved by the Licensor, in writing, before its signature by the
Licensee and the Distributor, which approval shall not be unreasonably withheld
or delayed. The term of the Distribution Agreement shall commence on its
effective date and shall expire on December 31, 2001 with a right by the
Distributor to continue the term for six additional periods of one year provided
that the Distributor is not in breach of its payment and other material
obligations and has met for the initial term the Target Minimum Sales described
below. A replacement Distributor may be designated by the Licensee provided the
terms are in accordance with this Agreement. The Distribution Agreement shall
include the following terms:
A) TARGET MINIMUM SALES (IN CANADIAN DOLLARS)
- First year - 2001 $ 160,000
Assuming renewal after 2001
- Second year - - 2002 $ 200,000
- Third year - 2003 $ 300,000
- Fourth year - 2004 $ 500,000
- Any year thereafter
(provided the Distribution
Agreement remains in place) 10% of US Net Sales of
Women's Products of
the previous
calendar year.
-1-
B) ROYALTIES
Royalties amounting to 6.25% of the annual Net Sales of
products by the Distributor shall be allocated to the Licensor in the
Distribution Agreement and paid to the Licensee quarterly by the
Distributor. For purposes of products distributed by the Distributor in
Canada, the Net Sales calculation shall be separate from the Net Sales
calculation for Licensee's own products sales under this Agreement. The
payment of the Minimum Royalties, made quarterly shall be adjusted to
the actual Royalties received by Licensee, this at the time of the
payment of the last quarter.
C) PAYMENTS: Licensee shall arrange to receive payments of
Royalties by the Distributor, within Twenty (20) days following the
end of each quarter. Should such payments by Distributor not be
received by Licensee within such delay, Licensee undertakes to send
to Distributor a notice to cure default within Thirty (30) days,
failing what Licensee shall terminate the Distribution Agreement.
D) ADVERTISING
The Distributor shall spend annually 3% of the annual Net
Sales of Men's and Women's Products in Canada (wholesale shipment) in
advertising in Canada. All advertising plans, strategy and campaigns
shall be approved in advance by Licensor, which approval shall not be
unreasonably withheld or delayed, and campaigns and images must be the
same as those used in the USA. In the event the advertising is
substantially the same as advertising approved by the Licensor for
Licensee's use in the USA, no further approval of such advertising
shall be required before its use in Canada. This obligation of the
Distributor is limited to 3% of the aggregate of Net Sales of both
Men's and Women's Products in Canada pursuant to both this Amendment
and to Amendment No. 2 covering Men's Products.
E) MARKETING
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or another Licensee representative designated
by Licensee, shall supervise the sales and marketing strategies to be
performed according to the same criteria used in the USA.
F) DISTRIBUTION AND IMAGE CONTROL
In order to control the distribution and image of the
Products, Licensor may send, at its option, a representative from New
York to the location in Canada where the Distributor is located or such
other locations as agreed to by Licensor and Distributor, at
Distributor's expense, twice (2) a year for not more than four days (4)
each time. This obligation of the Distributor is limited to an
aggregate of two (2) trips per year, pursuant to both this Amendment
and to Amendment No. 2 covering Men's Products.
3. A) ROYALTIES PAYMENTS Licensee shall remit quarterly to the
Licensor the Royalties calculated on 6.25% of the Net Sales (calculated as
stated in Subsection 2B above) of the last quarter, this within 10 days of
remittance of payment by Distributor. The Royalties paid by Licensee to
Licensor with respect to Distributor's activities shall be the only Royalties
Payments made by Licensee to Licensor with regards to sales in Canada and
shall be calculated based on amounts actually collected by the Licensee from
the Distributor and Licensee does not guarantee collection or payment of
royalties amounts or royalties minimums owed by Distributor under the
Distribution Agreement.
-2-
B) MINIMUM ROYALTIES The Minimum Royalties to be paid by Distributor
pursuant to this Paragraph 3A) shall be as follows (in Canadian Dollars):
- First year - 2001: $10,000
- Second year - 2002: $12,500
- Third year - 2003: $18,750
- Fourth year - 2004: $31,250
- Any year thereafter
(provided the Distribution
Agreement remains in place): 6.25% of 10% of the US Net
Sales of the
Women's Products
of the previous
calendar year.
Each year, at the time of payment of the last quarter, the Minimum
Royalties payments shall be adjusted to the actual Royalties received by
Licensee from Distributor.
4. EFFECTIVE DATE
This Amendment is effective starting on the date first noted above
until the termination or expiration of the Agreement, whichever is earlier.
5. FULL FORCE AND EFFECT
Except for the terms amended by this Amendment, the Agreement as
existing until the execution of the Amendment shall continue in full force and
effect.
Dated: June 21, 2000
LATITUDE LICENSING CORP. I.C. ▇▇▇▇▇▇ & CO., L.P.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------ ----------------------------
Name: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Title: Chairman & CEO
-3-
