EXHIBIT 10.4
TRADEMARK LICENSE AGREEMENT
THIS AGREEMENT is effective as of July 1, 2008 (hereinafter the
"EFFECTIVE DATE") by and between J. Lindeberg AB, a Swedish company ("JL
SWEDEN"), and J. Lindeberg USA, LLC, a California limited liability company,
located at 000 Xxxx Xxxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, XX 00000 (hereinafter
referred to as "LICENSEE").
WHEREAS, JL Sweden is the owner of one or more of the trademarks listed
on SCHEDULE A attached hereto (as such ownership is evidenced by the
registrations and applications therefor) which may be amended from time to time
by the parties, including, without limitation, goodwill associated with and
symbolized by such trademarks, common law rights, and trade name rights (the
"MARKS");
WHEREAS, Licensee desires to obtain a license from JL Sweden to use the
Marks in connection with Licensee's business activities and JL Sweden desires to
grant a license to Licensee to use the Marks in accordance with the terms and
conditions of this Agreement; and
WHEREAS, Licensee further desires to obtain a license from JL Sweden to
use certain Licensed Content (as defined below) in connection with the operation
by Licensee of a website that will serve as a web store located at the URL
xxx.XXxxxxxxxxXXX.xxx (the "LICENSEE WEB STORE") and JL Sweden desires to grant
a license to Licensee to use the Licensed Content in accordance with the terms
and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises hereinafter set forth, the parties agree as follows:
1. GRANT OF LICENSES.
1.1 JL Sweden hereby grants to Licensee during the Term a
royalty-free, fully paid-up, exclusive, nontransferable
license and right to use its Marks in connection with the
sourcing and manufacture (provided that JL Sweden must
pre-approve in writing any such sourcing and manufacture,
which consent shall not be unreasonably withheld, delayed or
conditioned), and in the United States, the marketing,
promotion, advertising, distribution, and sale (including,
without limitation, through the Licensee Web Store for sales
only to customers located in the United States) of the
products set forth on SCHEDULE B attached hereto and such
other products and services as may be marketed, promoted,
advertised, distributed or sold by JL Sweden, or any affiliate
or licensee thereof, from time to time under one or more of
the Marks (together with Apparel, as defined in SCHEDULE B,
such products are referred to herein, collectively, as the
"Licensed Products"); provided, however, that this license
shall not apply to, and the Licensed Products shall not
include, sunglasses, glasses, frames and related eyewear
("Eyewear"). JL Sweden hereby agrees that any and all
trademark registrations applied for, or obtained by, or
granted to it in the United States during the Term shall
immediately and automatically become "Marks" licensed to
Licensee hereunder and SCHEDULE A hereto shall be modified to
include any such additional Marks. The license granted to
Licensee hereunder shall include, subject to JL Sweden's prior
written consent, which consent shall not be unreasonably
withheld, delayed or conditioned, the right to enter into
sublicenses with service providers in connection with the
sourcing, manufacture, marketing, promotion, advertising,
distribution, and sale of the Licensed Products; and
1.2 JL Sweden hereby grants to Licensee during the Term a
royalty-free, fully paid-up, exclusive, nontransferable
license and right to use, display, publicly perform,
reproduce, distribute, transmit, deliver and otherwise make
available the Licensed Content, on, through, in or in
connection with the operation of the Licensee Web Store,
subject to the provisions of this Agreement; provided that
Licensee shall not be permitted to modify or alter any
Licensed Content without JL Sweden's prior written consent,
except to edit text and adapt it to American English.
1.3
(a) As between JL Sweden and Licensee, all right, title
and interest in and to the Marks and the Licensed
Content, together with all goodwill related thereto,
shall be and remain the property of JL Sweden.
Licensee hereby acknowledges and agrees that (i)
except as set forth herein, Licensee has no rights,
title or interest in or to the Marks or the Licensed
Content and (ii) all use of the Marks and Licensed
Content by Licensee and all goodwill arising out of
such use by Licensee shall inure to the benefit of JL
Sweden. Licensee's right to use the Marks and the
Licensed Content is derived solely from this
Agreement and is limited to the conduct of business
by Licensee pursuant to and in compliance with this
Agreement. Licensee agrees that it will not knowingly
engage, participate, or otherwise, directly or
indirectly, become involved in any activity or course
of action that diminishes and/or tarnishes the image
and/or reputation of any Xxxx. Any unauthorized use
of the Marks by Licensee is a breach of this
Agreement. Licensee further agrees that all rights in
the Marks and the Licensed Content other than those
specifically granted herein are reserved to JL Sweden
for its own use and benefit.
(b) Licensee shall not, at any time during the Term or
after the Term, contest the validity or ownership of
any of the Marks or assist any other person in
contesting the validity or ownership of the Marks.
All provisions of this Agreement applicable to the
Marks apply to any and all additional trademarks,
service marks, and commercial symbols authorized for
use and licensed to Licensee by JL Sweden after the
date of this Agreement.
(c) Licensee agrees to give such notices of trademark and
service xxxx registrations as JL Sweden reasonably
specifies and to obtain fictitious or assumed name
registrations as may be required under applicable
law. Licensee shall not use any of the Marks in any
manner which has not been specified or approved in
writing by JL Sweden, which approval shall not be
unreasonably withheld, delayed or conditioned.
(d) If it becomes advisable at any time, in JL Sweden's
sole discretion, for JL Sweden to modify or
discontinue the use of any Xxxx, and/or use one or
more additional or substitute trade names,
trademarks, service marks, or other commercial
symbols, Licensee agrees to comply with JL Sweden's
directions within a reasonable time after notice of
the same to Licensee. Except as otherwise provided in
Section 8(a), JL Sweden shall not have any liability
or obligation to Licensee whatsoever with respect to
the modification or discontinuance of any Xxxx.
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(e) Any and all trademarks and all other improvements
developed by Licensee or its affiliates and/or JL
Sweden or its affiliates relating to the Licensed
Products or the Licensed Content shall be and become
the sole and absolute property of JL Sweden, and JL
Sweden shall have the sole and exclusive right to
copyright, register and protect such trademarks or
improvements in JL Sweden's own name, and Licensee
and its affiliates shall have no right to copyright,
register or make such trademarks or improvements in
the name of Licensee or its affiliates; and Licensee
and/or its affiliates shall have no right to use such
trademarks or improvements, except pursuant to this
Agreement or as otherwise allowed or requested by JL
Sweden in writing.
2. WEB STORE IMPLEMENTATION
2.1 Licensee will, at its sole expense, develop, implement,
operate, administer and maintain the Licensee Web Store, which
shall have a "look and feel" that is substantially similar to
the website "XXxxxxxxxx.xxx" which is owned and operated by JL
Sweden. Licensee shall design the Licensee Web Store,
including the look and feel, functionality, graphics, images,
color schemes, use of Marks, branding style and all related
creative, artistic and commercial expressions of the Licensee
Web Store. Upon completion of its development but prior to the
launch of the Licensee Web Store, Licensee shall make the
Licensee Web Store available to JL Sweden for review and
acceptance for a period of ten (10) business days. In the
event JL Sweden determines, in its reasonable discretion
during such period, that the professional, technical and
artistic quality of the Licensee Web Store does not meet
industry standards, the specifications set forth in this
Agreement or JL Sweden's written branding and marketing
standards applicable to all licensees of the Licensed Content
and provided from time to time to Licensee ("BRANDING
STANDARDS"), then JL Sweden shall so notify Licensee and the
parties shall discuss in good faith what aspects of the
Licensee Web Store need modification. Licensee shall then use
its commercially reasonable efforts to modify such aspects of
the Licensee Web Store as mutually agreed upon by the parties;
provided, however, that Licensee shall not launch the Licensee
Web Store prior to JL Sweden's acceptance of such
modifications, which acceptance shall not be unreasonably
withheld, delayed or conditioned if the modified Licensee Web
Store meets industry standards, the specifications set forth
in this Agreement and the Branding Standards. In the event
that no such notice is delivered to Licensee, Licensee shall
have the right to launch the Licensee Web Store at any time
after the conclusion of the review period. For purposes of
this Section 2.1, any notice may be delivered by electronic
mail to the manager of Licensee.
2.2 JL Sweden shall, at its sole cost, be responsible for
obtaining any and all third party rights, consents and
licenses with respect to trademarks, logos, service marks,
copyrighted works, including without limitation text, video
content, designs and still images, and any other intellectual
property, content or other works of authorship that are
provided to Licensee by JL Sweden for use on the Licensee Web
Store (collectively, "LICENSED CONTENT"), including, without
limitation, performance, likeness, publicity, master
recording, mechanical, labor union or other rights, consents
and licenses, whether or not including rights in copyright.
With respect to all rights, consents and/or licenses required
to be obtained hereunder (i) JL Sweden shall provide Licensee
with necessary information and otherwise reasonably assist
Licensee with any filings that are Licensee's responsibility,
and (ii) JL Sweden shall, at its sole cost, be responsible for
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administering such licenses and making payments to publishers,
rights holders, labor unions, and/or clearing agencies related
thereto.
2.3 At any time while this Agreement remains in effect, Licensee
shall have the right to immediately remove from the Licensee
Web Store or modify, in Licensee's sole discretion, Licensed
Content in the event Licensee is threatened with a claim, a
claim is asserted against Licensee, or Licensee reasonably
believes that a claim is likely to be asserted, alleging that
such Licensed Content infringes, misappropriates or otherwise
violates the intellectual property or proprietary rights of
another person or entity.
2.4 JL Sweden and Licensee agree that Licensee shall own all
advertising space on the Licensee Web Store and that Licensee
shall have the sole right to place advertising on the Licensee
Web Store and Licensee shall be solely responsible for
collecting all amounts due; provided, however, that the
Licensee Web Store shall not contain any advertising of any
direct competitor of JL Sweden or that violates the Branding
Standards, in either case as reasonably determined by JL
Sweden.
2.5 All information and data collected by Licensee through the
Licensee Web Store shall be owned solely by Licensee.
2.6 Licensee shall at all times exclusively own all right, title
and interest in and to the Licensee Web Store and the URL
xxx.XXxxxxxxxxXXX.xxx (excluding any Licensed Content or Marks
used therein and related goodwill) including any and all
intellectual property rights therein and thereto (the
"LICENSEE IP"). JL Sweden will not grant, or claim for itself
or any affiliated entities, independent contractors, or
employees, either expressly or impliedly, any rights, title,
interest, or licenses to the Licensee IP.
3. REPRESENTATIONS AND WARRANTIES
3.1 Each party represents and warrants to the other party that:
(a) it has the power and authority to enter into this
Agreement and to otherwise perform its obligations
and covenants hereunder; and
(b) the execution, delivery and performance of this
Agreement by such party will not result in a
violation of, or breach under, any agreement to which
such party is a party or by which it may be bound.
3.2 JL Sweden represents and warrants that:
(a) it is the legal and beneficial owner of all right,
title and interest in and to the Marks registered or
applied for under its name, having good title
thereto, and that it has all necessary rights in the
Marks to grant the licenses to Licensee that are
contained herein. Notwithstanding the foregoing,
Licensee acknowledges that JL Sweden may not have
full rights (or any right) to use the xxxx "Xxxxx
Xxxxxxxxx" as a result of a pending application in
the United States filed by Xxxxx Xxxxxxxxx Trust
Lichway Corporation S.A.
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(b) JL Sweden is the owner of the copyright or other
intellectual property right in the Licensed Content
that may be provided by JL Sweden to Licensee from
time to time pursuant to the terms of this Agreement
or otherwise has received from the copyright owner,
the rights holder, the publisher, and/or the
applicable labor union, of, or governing, such
Licensed Content the right to grant the licenses of
the Licensed Content to the Licensee that are
contained herein, including the right of Licensee to
use, display, perform, reproduce, distribute,
transmit, deliver and otherwise exploit in the manner
contemplated by this Agreement, such Licensed Content
without additional fee or payment whatsoever payable
by JL Sweden;
(c) Except as it relates to Eyewear, JL Sweden has not
previously assigned, transferred, conveyed or
otherwise encumbered any right, title or interest in
the Marks, and has not granted any third party any
license to use the Marks in the United States of
America. JL Sweden has taken all necessary and
desirable action to maintain and protect the Marks;
and
(d) To the knowledge of the executive officers of JL
Sweden, the Marks and the Licensed Content do not and
will not infringe upon, misappropriate, or otherwise
come into conflict with any rights of third parties,
there are no facts that indicate a likelihood of any
of the foregoing (other than the application for the
"Xxxxx Xxxxxxxxx" xxxx referred to in SECTION 3(a)
above), and no executive officer of JL Sweden has
ever received any charge, complaint, claim, demand,
or notice alleging any such interference,
infringement, misappropriation, or violation
(including any claim that JL Sweden must license or
refrain from using any intellectual property rights
of any third party). To the knowledge of any
executive officer of JL Sweden, other than with
respect to the application for the "Xxxxx Xxxxxxxxx"
xxxx referred to in SECTION 3(a) above, no third
party has interfered with, infringed upon,
misappropriated, or otherwise come into conflict with
the Marks or the Licensed Content.
4. QUALITY STANDARDS. Licensee agrees that the nature and quality of: (1)
all services and goods rendered by Licensee in connection with the
Marks; (2) all goods produced, distributed or sold by Licensee under
the Marks; and (3) all related advertising, promotional, and other
related uses of the Marks by Licensee shall conform to standards set
by, and be under the control of, JL Sweden. Licensee acknowledges and
agrees that the presentation and image of the Marks should be uniform
and consistent with respect to all services, activities and products
associated with JL Sweden's use of the Marks. Accordingly, Licensee
agrees to comply with conditions set forth in writing from time to time
by JL Sweden with respect to the style, appearance and manner of use of
the Marks. Licensee shall furnish to JL Sweden samples of all new
Licensed Products and other materials containing the Marks that
Licensee intends to distribute. Upon JL Sweden's request, Licensee
shall furnish to JL Sweden samples of all Licensed Products and other
materials containing the Marks that Licensee currently distributes and
agrees to permit reasonable, periodic inspection of Licensee's and/or
sublicensees' operations, at reasonable times and with reasonable
notice in order to assure JL Sweden that the provisions of this
Agreement are being observed. If JL Sweden reasonably believes that any
Xxxx will be used, or is being used, in a manner that is likely to
diminish JL Sweden's rights in or protection of any one or all of the
Marks or in a manner that violates conditions set forth in writing from
time to time by JL Sweden with respect to the style, appearance and
manner of use of the Marks, Licensee agrees to make all reasonable
changes and/or corrections JL Sweden deems necessary to protect the
Marks and/or to comply with the branding standards applicable to the
Marks.
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5. THE MARKS. Licensee shall include the Marks on or with all Licensed
Products and shall include all notices and legends with respect to the
Marks as are or may be required by applicable federal, state, and local
laws or which may be reasonably requested by JL Sweden.
6. INFRINGEMENT. Each party shall notify the other parties promptly of any
actual or threatened infringements, imitations, or unauthorized use of
the Marks in the United States by third parties of which such party
becomes aware. JL Sweden 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 JL Sweden as JL
Sweden may reasonably request, but at JL Sweden's cost, in connection
with any such action brought by JL Sweden. Any and all damages,
settlement and/or compensation paid in connection with any such action
brought by JL Sweden shall be paid to JL Sweden. In the event that JL
Sweden fails to promptly commence or undertake any such action on
account of any such infringements, imitations, or unauthorized use or
JL Sweden fails to prosecute or withdraws from such action, upon
written notice to JL Sweden and receipt of JL Sweden's prior written
approval, which approval shall not be unreasonably withheld, delayed or
conditioned, Licensee may undertake any such action. JL Sweden's prior
written consent must be obtained prior to the entry of any judgment on,
or entry into any settlement with respect to, such claim in any manner,
which consent shall not be unreasonably withheld, delayed or
conditioned. Any and all damages, settlement and/or compensation paid
in connection with any such action brought by Licensee shall be
distributed as agreed to by Licensee and JL Sweden in writing.
7. INTENTIONALLY OMITTED.
8. INDEMNIFICATION.
(a) JL Sweden will at all times defend, indemnify and hold
Licensee, its parents, subsidiaries, assigns, directors,
officers, affiliates, contractors, agents and employees
harmless from and against any and all claims, actions,
proceedings, damages, liabilities, losses, costs and expenses,
including reasonable attorney's fees and expenses, raised by
third parties and arising out of or relating to (i) any breach
or alleged breach by JL Sweden of any representation, warranty
or undertaking made herein, (ii) Licensee's use or other
exploitation of any Marks as contemplated under this Agreement
or (iii) Licensee's use or other exploitation of the Licensed
Content as contemplated under this Agreement (subsections (ii)
and (iii) are collectively referred to as "LICENSEE Claims").
Licensee shall give, as promptly as practicable, written
notice of any such claim of which it becomes aware, and shall
with respect to any Licensee Claim, (x) at JL Sweden's cost,
reasonably cooperate and assist JL Sweden relative to any such
claim or suit, and (y) at Licensee's expense, be entitled to
participate in the defense of any Licensee Claim. JL Sweden
shall have the sole and exclusive control over the defense and
settlement of any such third party Licensee Claim; provided
however, JL Sweden shall not acquiesce to any judgment or
enter into any settlement that materially and adversely
affects Licensee's rights or interests without prior written
consent of Licensee.
(b) Except to the extent arising or relating to any claim for
which JL Sweden is obligated to indemnify Licensee pursuant to
Section 8(a), Licensee will at all times defend, indemnify and
hold JL Sweden, its parents, subsidiaries, assigns, directors,
officers, affiliates, contractors, agents and employees
harmless from and against any and all claims, actions,
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proceedings, damages, liabilities, losses, costs and expenses,
including reasonable attorney's fees and expenses, raised by
third parties and arising out of or relating to (i) any breach
or alleged breach by Licensee of any representation, warranty
or undertaking made herein, (ii) Licensee's possession,
ownership or operation of its business or assets related to
property or for injury, illness or death of persons directly
or indirectly resulting therefrom and/or (iii) any products
liability claims related to or arising out of the Licensed
Products (subsections (ii) and (iii) are collectively referred
to as "JL SWEDEN Claims"). JL Sweden shall give, as promptly
as practicable, written notice of any such claim of which it
becomes aware, and shall with respect to any JL Sweden Claims,
(x) at Licensee's cost, reasonably cooperate and assist
Licensee relative to any such claim or suit, and (y) at JL
Sweden's expense, be entitled to participate in the defense of
any such claim. Licensee shall have the sole and exclusive
control over the defense and settlement of any third party JL
Sweden Claim; provided however, Licensee shall not acquiesce
to any judgment or enter into any settlement that adversely
affects JL Sweden's rights or interests without prior written
consent of JL Sweden.
9. TERM AND TERMINATION.
9.1 The term of this Agreement shall be twenty-five (25) years
from the Effective Date (the "TERM"); provided, however, that
this Agreement shall terminate at such time as J. Lindeberg
USA Corp. ceases to own membership units or other equity
interests, in Licensee.
9.2 This Agreement may be terminated by JL Sweden or Licensee for
cause immediately by written notice upon the occurrence of any
of the following events: (i) if JL Sweden, on one hand, or
Licensee on the other hand, breaches any material provision of
this Agreement and fails to cure such breach within sixty (60)
days of written notice describing the breach; or (ii) if JL
Sweden, one hand, or Licensee, on the other hand, becomes
insolvent or seeks protection under any bankruptcy,
receivership, trust, deed, creditor's arrangement, or
comparable proceeding, or if any such proceeding is instituted
against the other party and not dismissed within sixty (60)
days.
9.3 The exercise of any right of termination under this SECTION 9
shall not affect any rights which have accrued prior to
termination and shall be without prejudice to any other legal
or equitable remedies to which JL Sweden may be entitled by
reason of such rights. The obligations and provisions of
Sections 8, 9.3, 9.4, 10.1, 10.3, 10.4, 10.6, 10.7, 10.8,
10.9, 10.10 and 10.11 shall survive any expiration or
termination of this Agreement.
9.4 Upon the expiration or termination of this Agreement, Licensee
agrees to as soon as practically possible discontinue all use
of the Licensed Content and the Marks (and any term or content
confusingly similar thereto), and within twenty (20) business
days from the date of expiration or termination of this
Agreement return all Marks and Licensed Content directly to JL
Sweden, destroy all printed materials bearing any of the Marks
or Licensed Content and delete and overwrite any
electronically stored copies of the foregoing. Any and all
rights in and to the Licensed Content and Marks granted to
Licensee hereunder shall immediately revert to JL Sweden upon
the expiration or termination of this Agreement.
Notwithstanding the foregoing, Licensee shall have the right,
for a period of one-hundred eighty (180) days following the
expiration or termination of this Agreement, to sell all of
its remaining inventory or products (including any
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work-in-progress inventory) bearing the Marks, and to use the
Marks and Licensed Content in connection with the marketing,
promotion, advertising, distribution, and sale of such
inventory.
10. MISCELLANEOUS.
10.1 RELATIONSHIP OF THE PARTIES. The relationship of Licensee to
JL Sweden is that of an independent contractor and neither
Licensee nor its agents or employees shall be considered
employees or agents of JL Sweden. This Agreement does not
constitute and shall not be construed as constituting a
partnership or joint venture or grant of a franchise between
JL Sweden and Licensee. Licensee shall not have the right to
bind JL Sweden to any obligations to third parties.
10.2 ASSIGNMENT. This Agreement shall not be assignable or
transferable by either party, by operation of law or
otherwise, without the prior written consent of the other, and
any attempted assignment without such prior written consent
shall be void and shall constitute a breach of the obligations
of the assigning party hereunder.
10.3 NOTICES. 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
personally, by messenger, by air courier, by facsimile, or by
prepaid registered or certified mail, with return receipt
requested, addressed to the parties at their respective
addresses and facsimile numbers set forth herein or at such
other address as a party may hereafter designate in writing to
the other party. A notice shall be deemed received on the date
of receipt.
10.4 APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of
California, United States of America, without regard to
principles of conflicts of laws. Any action, suit or
proceeding in connection with this Agreement must be brought
against any party in a court of record of the State of
California, County of Los Angeles, or of the United States
District Court for the Central District of California or in
any state or federal court in the State of California, County
of Los Angeles, each party hereby consenting and submitting to
the exclusive jurisdiction thereof; and to the fullest extent
permitted by law, service of process may be made upon any
party, by certified or registered mail, at the address to be
used for the giving of notice to such party under SECTION
10.3. Nothing herein shall affect the right of any party to
serve process in any manner permitted by applicable law. In
any action, suit or proceeding in connection with this
Agreement, each party hereby waives any claim that Los Angeles
County or the Central District of California or the State of
California is an inconvenient forum.
10.5 SUBLICENSE. No sublicense agreement into which Licensee enters
pursuant to SECTION 1 of this Agreement may extend beyond the
term of this Agreement.
10.6 MODIFICATION, AMENDMENT, SUPPLEMENT, OR WAIVER. 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. 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 all
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parties to this Agreement. A waiver by Licensee or JL Sweden
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.
10.7 BINDING AGREEMENT. This Agreement shall be binding on, and
shall inure to the benefit of, the parties hereto and their
respective heirs, devisees, successors and assigns.
10.8 SEVERABILITY. In the event that any provision of this
Agreement shall for any reason be held to be invalid, illegal
or unenforceable in any respect, the remaining provisions
shall remain in full force and effect and the affected
provision shall be modified in a manner which comes closest to
the intention of the parties at the time the original
provision was agreed upon.
10.9 HEADINGS. Headings are for convenience only and shall not be
considered in interpreting this Agreement.
10.10 COUNTERPARTS. This Agreement may be signed by facsimile and in
counterparts, each of which counterpart shall be deemed an
original and all of which counterparts when taken together,
shall constitute but one and the same instrument.
10.11 LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO A PARTY'S
OBLIGATIONS SET FORTH IN SECTION 8 ABOVE, NEITHER PARTY SHALL
HAVE ANY LIABILITY TO THE OTHER WITH RESPECT TO ITS
OBLIGATIONS UNDER THIS AGREEMENT FOR SPECIAL, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING,
WITHOUT LIMITATION, LOST PROFITS, EVEN IF THAT PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the Effective Date.
J. LINDEBERG USA, LLC, a
California limited
liability company
By: /s/ Xxxxx Xxxx
-----------------------------------
Name: Xxxxx Xxxx
Title: Manager
Address:
c/o People's Liberation, Inc.
000 Xxxx Xxxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Facsimile Number: ____________________
J. LINDEBERG AB,
a Swedish company
By: /s/ Xxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxx
Its: Chief Executive Officer
Address:
Xxxxxxxxxxxxxx 00X
XX- 00000 Xxxxxxxxx
Xxxxxx
Facsimile Number: ____________________
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SCHEDULE A
TO
TRADEMARK LICENSE AGREEMENT
The name and trademark "J. Lindeberg" and all marks and logos which
incorporate the trademark "J. Lindeberg" owned by JL Sweden, and all marks set
forth below, and all derivatives of the marks, including marks subject to the
following applications and registrations as identified below (US marks are
"standard character" marks, unless designated otherwise; registrations are in
the principal register, unless designated otherwise):
REGISTERED TRADEMARKS AND PENDING APPLICATIONS
REGISTRATION OR INTERNATIONAL
TRADEMARK COUNTRY APPLICATION NUMBER CLASS
-------------------- --------------- -------------------- ---------------
J. Lindeberg United States Application No. 35
77293885
Xxxxx Xxxxxxxxx United States Application Xx. 0, 00, 00
00000000
X. Xxxxxxxxx (xxxx) Xxxxxx Xxxxxx Registration No. 14
3168867
J. Lindeberg United States Registration No. 9
3274164
J. Lindeberg (logo) United States Registration Xx. 00
0000000
XX (xxxx) Xxxxxx Xxxxxx Registration Xx. 0
0000000
XX (xxxx) Xxxxxx Xxxxxx Registration Xx. 00
0000000
XX (xxxx) Xxxxxx Xxxxxx Application No. 25
78618266
JL (logo) United States Registration No. 25
2722877
J. Lindeberg (typed United States SUPPLEMENTAL 3, 9, 18
drawing) Registration Xx.
0000000
XX (xxxx) Xxxxxx Xxxxxx Registration Xx. 0, 0, 00
0000000
XX (xxxx) Xxxxxx Xxxxxx Registration No. 25
2461126
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SCHEDULE B
TO
TRADEMARK LICENSE AGREEMENT
LIST OF PRODUCTS:
All men's, women's, juniors', and children's apparel (defined as clothing,
namely, shirts, T-Shirts, under shirts, night shirts, rugby shirts, polo shirts,
cardigans, jerseys, uniforms, athletic uniforms, pants, trousers, slacks, jeans,
denim jeans, overalls, coveralls, jumpers, jump suits, boxer shorts, tops, crop
tops, tank tops, halter tops, sweat shirts, sweat shorts, sweat pants, wraps,
warm-up suits, jogging suits, track suits, blouses, skirts, dresses, gowns,
sweaters, vests, fleece vests, pullovers, snow suits, parkas, capes, anoraks,
ponchos, jackets, reversible jackets, coats, blazers, suits, turtlenecks, cloth
ski bibs, swimwear, beachwear, tennis wear, surf wear, ski wear, infant wear,
baby bibs not of paper, caps, swim caps, berets, beanies, hats, visors,
headbands, wristbands, sweat bands, headwear, ear muffs, aprons, scarves,
bandanas, belts, suspenders, braces, neckwear, neckties, ties, neckerchiefs,
ascots, underwear, briefs, swim and bathing trunks, bras, sports bras,
brassieres, bustiers, corsets, panties, garters and garter belts, teddies,
girdles, foundation garments, singlets, socks, loungewear, robes, bathrobes,
underclothes, pajamas, sleepwear, night gowns, lingerie, camisoles, negligees,
chemises, chemisettes, slips, sarongs, leg warmers, hosiery, pantyhose, body
stockings, knee highs, leggings, tights, leotards, body suits, unitards, body
shapers, gloves, mittens, footwear, shoes, sneakers, boots, galoshes, sandals,
zori, slippers, rainwear and athletic shoes, collectively "Apparel")
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