EXHIBIT 10.7
[Letterhead of Major League Baseball Properties, Inc.]
April 2, 1999
Xx. Xxxxx X. Xxxxx
President & CEO
Famous Fixins, Inc.
000 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Contract #3858
Dear Xxxxx:
Major League Baseball Properties, Inc. ("MLBP") and Famous Fixins, Inc.
("Licensee") agree to enter into a non-exclusive national retail product
license for the food product defined below upon the terms contained in this
letter and the terms and conditions contained in MLBP's standard form
licensing agreement, subject to approval by the 30 Clubs and MLBP's execution
of its form of licensing agreement ("the "License Agreement").
License Period: April 1, 1999 - December 31, 1999
Sell-Off Period: 60 Days
Licensed Territory Maryland, Washington D.C., Virginia,
Philadelphia, North Carolina, South Carolina
and Florida
Compensation: Total Guaranteed Compensation:
$25,000 due by 12/31/99
Percentage Compensation: 1% of Net Sales or $.0258 per box, whichever is
greater for the products identified below
("Products"). The terms "net sales" shall mean
gross sales based on the wholesale price to the
retail trade less quantity discounts and actual
returns but no deduction shall be made for
uncollectible accounts, commissions, taxes,
discounts other than quantity discounts, such
as cash discounts and discounts attributable to
the issuance of a letter of credit, or any
other amount.
Reporting Period: Monthly, first reporting period begins 4/30/99.
Logos: Baltimore Orioles and Major League Baseball
Properties.
Licensed Products: Cal's "Classic O's" Cereal in 14 oz. box
Product Credit: Licensee shall provide to MLBP two (2) cases of
cereal.
Insurance: $5 million product liability insurance.
Licensee must provide a current proof of
Certificate of Insurance upon execution of this
signed agreement.
Indemnity: Licensee shall indemnify MLBP and its
affiliates in connection with claims arising
out of (i) any infringement of any proprietary
and publicity rights not expressly granted
under the License Agreement, (ii) alleged
defects in the Product(s), (iii) false
advertising, fraud, misrepresentation or other
claims related to the Product(s) not
involving a claim of right to the logos, (iv),
the unauthorized use of the logos or any breach
by Licensee of the License Agreement, (v)
invasion of the right of privacy, publicity or
property of any third party, and/or (vi)
agreements or alleged agreements made or
entered into by Licensee to effectuate the
terms of the License Agreement.
MLBP shall indemnify Licensee in connection with
(i) challenges to MLBP's authority to license
the logos in connection with the Product(s), or
(ii) assertions to any claim of right in or
to the logos as authorized on the Products,
provided in each case that licensee shall
give prompt written notice, cooperation and
assistance to MLBP relative to any such
claim or suit, and provided further in
each case that MLBP shall have the option
to undertake and conduct the defense of any
suit so brought (and select counsel therefor)
and to engage in settlement thereof at its
sole discretion.
Quality Control: Except as otherwise directed by XXXX, Licensee
shall comply with the following guidelines
regarding the Licensed Products:
a) The Club's name and/or logo must be featured
in a prominent manner on the front of the
product.
b) The relevant MLB logo must be on the front
or back of each product. The relevant MLB logo
and the following acknowledgement must be
included on all packaging and display
materials: Major League Baseball trademarks
and copyright are used with permission of
Major League Baseball Properties, Inc.
c) Licensee agrees to take, at MLBP's direction,
all necessary steps to render the
counterfeiting of licensed products more
difficult.
Licensee agrees to submit to MLBP for its written
approval samples of each Product before its
manufacture, sale, promotion, advertisement or
distribution, whichever first occurs. Licensee
shall also submit for approval all advertising,
point-of-scale displays, catalogs, sales sheets
and other items that picture MLB logos, prior to
production. In the event that any item submitted
to MLBP for approval or consent shall not have
been approved or consented to, disapproved or
denied, or commented upon within twenty (20) MLBP
business days after receipt thereof by MLBP, and
MLBP shall have received notice from Licensee
that comment is overdue, and MLBP shall not have
commented within five (5) additional MLBP business
days of receipt of such notice, any items or
matters so submitted shall be deemed approved and
consented to. In any instance where any matter is
required to be submitted to MLBP for MLBP's
approval that approval shall be granted or
withheld in MLBP's sole discretion.
Choice of Law
and Jurisdiction: The validity, construction, and enforceability of
this letter and the License Agreement shall be
governed by the internal laws of the State of New
York, without giving effect to conflict of laws
principles thereof. The United States District
Court for the Southern District of New York and
the Supreme Court of the State of New York,
sitting in New York County, shall be the sole
venues for any dispute arising directly or
indirectly from the relationship created or the
transactions contemplated by this letter and the
License Agreement.
Miscellaneous: Rights to player likenesses are not covered under
the License Agreement and must be secured
separately.
Additional specific terms and conditions will be included in the
contract to follow, following confirmation of the general terms of this
proposed agreement by your office. Please sign below and return to me via
fax and hard copy to indicate your concurrence with the foregoing.
Please respond via fax and hard copy by no later than Wednesday, April
14, 1999. We look forward to working with you in the future. In the interim
please feel free to contact me at (212) 931 - 7433 with any questions you may
have.
Sincerely,
/s/ Xxxxxxx Xxxxxxxxxx
Xxxxxxx Xxxxxxxxxx
Licensing Supervisor
Famous Fixins, Inc.
By: /s/ Xxxxx Xxxxx
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Title: President
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Date: 4/8/99
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cc: Xxxxx Xxxxx
Xxxxx X. Xxxxxxxx, Esq.
Xxxxxx Xxxxx
