EXHIBIT 10.8
TRADEMARK LICENSE AGREEMENT
THIS AGREEMENT is made and entered this 1st day of April 1998 (hereinafter
the "Effective Date"), by and between ZD COMDEX & FORUMS INC., a subsidiary of
ZD Inc., a corporation organized and existing under the laws of the State of
Delaware, located at 000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx (hereinafter
referred to as "Licensor"), and SOFTBANK FORUMS KK, a corporation organized and
existing under the laws of Japan, located at 00-0 Xxxxxxxxxx-Xxxxxxxxxxx Xxxx-
xx, Xxxxx, 000 Xxxxx (hereinafter referred to as "Licensee").
WHEREAS, Licensor is the owner of the tradenames, trademarks, servicemarks
and registrations thereof listed on Schedule A, which may be amended from time
to time by mutual consent of the parties (the "Marks");
WHEREAS, Licensee desires to obtain a license from Licensor to use the
Marks in connection with Licensee's trade shows and seminars to be known as
"COMDEX/Japan", "NetWorld + Interop Japan", "Windows NT Intranet Solutions
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Tokyo", "Xxxxxxx Seminars Tokyo , "Object World Japan and still to be determined
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"New Business" events" and held annually in greater Tokyo area, Japan.
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NOW THEREFORE, in consideration of the foregoing and of the mutual promises
hereinafter set forth, the parties agree as follows:
1. Term.
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1.1 Subject to the provision of Article 10 herein, this Agreement shall be
for an indefinite term, but, in any event, shall be co-terminous with
that certain agreement between the parties entitled "Agreement to
Produce COMDEX/Japan, NetWorld + Interop Japan, Windows NT Intranet
Solutions Tokyo, Xxxxxxx Seminars Tokyo and Object World Japan" of even
date herewith (the "Agreement to Produce") and shall terminate
immediately upon any termination of such agreement.
2. Territory.
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2.1 Territory shall mean Japan (location of the Events).
3. Grant of License.
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3.1 Subject to the provisions of this Agreement, Licensor grants to
Licensee, and Licensee accepts, an exclusive, nontransferable,
personal license to use the Marks in the Territory solely in
connection with the organization, production, management and promotion
of the above listed Events. Licensee shall have the right to enter
into sublicenses (a) only with the prior written approval of Licensor;
(b) only with any of the subsidiaries or affiliates of SOFTBANK Corp.
and (c) only for the purposes for which Licensee has been granted a
license hereunder. No permitted sublicense agreement may extend beyond
the term of this Agreement.
4. Payment.
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4.1 Licensee shall pay to Licensor as a licensee fee royalties in the
amount of ten percent ( 10% ) of the Gross Revenues from each of the
above Events. "Gross Revenues" shall mean all revenues generated by
each of Events, from worldwide sources - to include booth space sales
revenues, event marketing revenues, conference and seminars revenues,
attendee revenues and other. The payment of such fees to ZDCF in
respect of any Event held during any fiscal year of the Licensee shall
be due within sixty (60) following the end of such fiscal year.
5. Accounting and Auditing.
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5.1 Within sixty (60) days following the end of each quarterly period after
the Effective Date, during the Term, Licensee shall provide Licensor
(at his request) with a written statement setting forth Licensee's
forecast for each of the Events and its Event-related revenues and
expenses during such quarterly period and a calculation of the royalty
based thereon. Within sixty (60) days after any expiration of this
Agreement, Licensee shall provide Licensor such a statement for the
last whole or partial quarterly period during the Term. Each such
statement shall be accompanied by the remittance to Licensor of the
royalties shown to be due thereby.
5.2 Upon five (5) days' notice to Licensee, Licensor, at its own expense,
shall have the right at any time during regular business hours, not
more frequently than twice annually, to have a qualified accountant
selected by Licensor audit the records of Licensee to the extend
necessary to verify Licensee's statements and payments of royalties.
Licensee shall cooperate with an assist Licensor's accountant for the
purpose of facilitating such audit. If, as a result of such audit,
Licensor's accountant determines that the amount of royalties due was
greater than the amount reported by Licensee in a quarterly statement
furnished pursuant to Section 5.1, Licensor shall promptly furnish to
Licensee a copy of the report of its accountant setting forth the
amount of the deficiency showing, in reasonable detail, the basis upon
which such deficiency was determined.
6. Quality Standards.
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6.1 Licensee agrees that the nature of quality of: (1) all services
rendered and goods produced, sold or distributed by Licensee in
connection with the Marks; and (2) all related advertising,
promotional, and other related uses of the Marks by Licensee shall
confirm to standards set by, and be under the control of, Licensor. All
such uses shall require prior written consent by Licensor. Any
different usage also shall require written consent by Licensor.
6.2 Licensee agrees to cooperate with Licensor in facilitating Licensor's
control of the nature and quality of goods and services rendered by
Licensee in connection with the license granted hereunder, to permit
reasonable, periodic inspection of Licensee's operations, at reasonable
times and with reasonable notice, and to supply Licensor with details
of all uses of the Marks upon request. Licensee shall comply with
applicable laws and regulations and obtain all appropriate governmental
approvals pertaining to the production, distribution, and sale and
promotion of goods and services rendered by Licensee in connection with
the Marks.
7. The Marks.
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7.1 Licensee shall include the Marks on or with all Events-related products
and materials sold or distributed under the Marks and shall include all
notices and legends with respect to the Marks as are or may be required
by applicable law or which may be reasonably requested by Licensor.
7.2 Licensee acknowledges the ownership of the Marks by Licensor, agrees
that it will do nothing inconsistent with such ownership, and that all
use of the Marks by Licensee and all goodwill developed therefrom shall
inure to the benefit of and be on behalf of Licensor. Licensee agrees
that nothing in this Agreement shall Licensee any right, title, or
interest in the Marks other than the right to use the Marks other than
the right to use the Marks in accordance with this Agreement and
Licensee agrees that it will not challenge the title of Licensor to the
Marks or challenge the validity of this Agreement.
8. Infringement.
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8.1 Licensee shall notify Licensor promptly of any actual or threatened
infringements, imitations, or unauthorized use of the Marks by third
parties of which Licensee becomes aware. Licensor shall have the sole
right, at its expense, to bring any action on account of any such
infringements, imitations, or unauthorized use, and Licensee shall
cooperate with Licensor, as Licensor may reasonably request, in
connection with any such action brought by Licensor. Licensor shall
retain any and all damages, settlement and/or compensation paid in
connection with any such action brought by Licensor.
9 Indemnification.
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9.1 Licensee, at its expense, shall defend and indemnify, and save and hold
Licensor harmless from and against any and all liabilities, claims,
causes of actions, suits, damages, including without limitation, suits
for personal injury or death of third parties, and expenses, including
reasonable attorney's fees and expenses, for which Licensor becomes
liable, or may incur or be compelled to pay be reason of Licensee's
activities in Japan or breach of the terms of this Agreement, including
but not limited to: (a) claims of infringement of any intellectual
property right; or (b) product liability suits by direct or indirect
10 Relationship of the Parties.
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10.1 The relationship of Licensee to Licensor is that of an independent
contractor and neither Licensee nor its agents or employees shall be
considered employees or agents of Licensor. This Agreement does not
constitute and shall not be construed as constituting a partnership or
joint-venture or grant of a franchise between Licensor and Licensee.
Licensee shall not have the right to bind Licensor to any obligations
to third parties.
11 Assignment.
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11.1 This Agreement may be assigned by Licensor but shall not be assigned
or transferable by Licensee except in accordance with the provisions
of Section hereof, and any attempted assignment by Licensee not so in
accordance with Section 3.1 shall be void and shall constitute a
breach of the obligations of Licensee hereunder.
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12 Notices.
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12.1 Any notice, demand, waiver, consent, approval, or disapproval
(collectively referred to as "notice") required or permitted herein
shall be in writing and shall be given by prepaid registered or
certified mail, with return receipt requested, by facsimile
transmission with confirmation receipt, or by recognized overnight
delivery courier service, such as Federal Express, addressed to the
parties at their respective addresses set forth above or at such other
address as a party may thereafter designate in writing to the other
party. A notice shall be deemed received on the date of receipt.
13 Applicable Law.
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13.1 This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, U.S.A., without regard to principles
of conflicts of laws.
14 Modification, Amendment, Supplement, or Waiver.
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14.1 This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all previous
agreements, promises, representations, understandings, and
negotiations, whether written or oral.
14.2 No modification, amendment, supplement to or waiver of this Agreement
or any of its provisions shall be binding upon the parties hereto
unless made in writing and duly signed by both of the parties of this
Agreement. A waiver by either party of any of the terms or conditions
of this Agreement in any one instance shall not be deemed a waiver of
such terms or conditions in the future.
IN WITNESS THEREOF, the parties hereby have caused this Agreement to be
duly executed on the Effective Date.
LICENSOR: LICENSEE:
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ZD COMDEX & FORUMS Inc SOFTBANK Forums KK
_________________________ ______________________
By: Xxxxxxx X. Xxxxxx By: Xxxxxxxx Xxxxxx
Chief Legal Officer Vice President
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SCHEDULE A:
LISTING OF MARKS REGISTERED IN JAPAN:
(1) "COMDEX" trademark - registered with proper authorities in Japan.
(2) "OBJECT WORLD" trademark - registered with proper authorities in Japan.
(3) "NetWorld + Interop" trademark - registered with proper authorities in
Japan.
(4) "Windows NT Intranet Solutions" trademark - registered with proper
authorities in Japan.
(5) "Xxxxxxx Seminars" trademark - registered with proper authorities in
Japan.
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