EXHIBIT 10.12
[5TH AVENUE CHANNEL LETTERHEAD]
June 7, 1999
Signature Products, Inc.
00000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Dear Al,
Effective this date, this letter will act as our Exclusive Agreement between,
Signature Products, Inc. ("Vendor"), and 5th Avenue Channel Retail, Inc. (the
"Distributor"), regarding the patented flip top cosmetic ring known as Glamour
Rock (the "Products").
1. The Vendor hereby appoints the Distributor for the term of this
Agreement, and the Distributor hereby accepts the appointment, as the
Vendor's sole and exclusive distributor for the sale, distribution and
servicing of the Products (as defined below) in the Territory (as
defined below).
2. This Agreement applies to all products manufactured or distributed by
the Vendor (collectively, the "Products"). The definition of Products
shall include private labels of the Products.
3. The Distributor shall have the exclusive rights to market the Products
throughout the United States, Canada, and South America (the
"Territory"), with the exceptions of Department store Brands, and
retailers associated with Gryphon Development such as Bath and Body
Works and the Limited. Additional exceptions include the Gap, Claire's
and Icings as well as direct sales companies such as Amway, Avon, Nu
Skin and Xxxx Xxx. The Vendor agrees not to sell the Products to
entities or individuals other than the Distributor for Mass Retail
Distribution. The Vendor shall forward to the Distributor all inquiries
and orders received by the Vendor concerning sales and/or marketing of
the Products and reorders from customers who purchased a Product from
the Distributor.
4. The Vendor hereby authorizes the Distributor to use the Vendor's
trademarks and tradenames during the term of this Agreement.
Furthermore, the Vendor hereby authorizes the Distributor to attach a
mailing label with the Distributor's name, address and telephone number
on the Products and the Vendor's literature. The Vendor will leave
reasonable space on its literature and Products for the Distributor to
attach its mailing list.
5. The Distributor will use his best efforts to aggressively promote and
obtain sales and distribution of the Products, and to stimulate
interest in, the Products within the Territory. In consideration
thereof, the Vendor hereby agrees not to authorize or permit any other
dealer or distributor to sell the Products in the Territory during the
Term of the Agreement.
6. The Vendor agrees to provide the Distributor at no cost commercial
catalogs, leaflets, other printed documentation and any video or B-roll
footage it owns to the Distributor for use by the Distributor in its
marketing efforts. The Vendor will at its sole discretion:
(a) Assist the Distributor to prepare such other catalogs, leaflets,
and printed documentation as the parties agree is desirable for the
marketing of the Products in the Territory;
(b) Provide a spokesperson, an expert, interview footage and live
testimonials in connection with the Distributor's marketing program for
the Products; and
(c) Provide training, literature, photographs and other support
materials concerning the Distributor's marketing program for the
Products.
7. The Distributor has the rights to produce and air direct response
television programs for the Products after getting written approval
from HTC for each separate television program and prior to the
production of a program.
8. The Vendor represents and warrants that it is the owner of the
trademarks and tradenames utilized with the Products and such
trademarks and tradenames do not and will not infringe any valid United
States trademark or tradename. The Vendor shall be responsible for
registering the trademarks and tradenames for the Products in the
locations where the Distributor markets the Products.
9. The Vendor agrees to sell its Products to the Distributor in accordance
with the terms set forth $1.73 each with or without a display. (90)
Ninety days before the end of the initial term we will discuss a new
selling price for the distributor that takes into consideration the
market for the product at that time.
An advance payment of $.65 each will be paid to the Vendor by the
Distributor no later than 7 days following the receipt of a valid
purchase order by the distributor. Trhe balance will be paid no later
than (45) Forty-five days after the vendor ships and invoices the
order. The distributor will be responsible for all commissions (to its
representatives), cash discounts, retailer advertising allowances,
charge backs, and freight. The vendor will be responsible for
reasonable Trade Advertising, Public Relations and promotion of the
product. When and if the Vendor offers Products for sale, the prices
for which are not set forth in this agreement, the Vendor and the
Distributor agree to update the agreement to include the prices of such
Products.
10. The Term of this Agreement shall be for a period of (1) one-year
beginning on the date of this Agreement and ending at midnight on June
6, 2000 (the "Term of the Agreement"). Thereafter, the Distributor
shall have the option to extends this Agreement for an additional (1)
one-year term (the "Renewal Option"). The Distributor shall exercise
the Renewal Option by providing the Vendor with written notice of its
intention to do so not less than 60 days before the expiration of the
initial term hereof.
11. This Agreement may be terminated before the expiration of the initial
term or any renewal term as follows:
By mutual written consent of the parties hereto; or
By written notice to a party hereto if such party shall fail in any
respect to comply with the terms, covenants and conditions of this
Agreement to be complied with by it and shall fail to remedy such
failure within 30 days after receipt of written notice thereof from the
other party hereto; PROVIDED, HOWEVER, that, if such default cannot by
its nature be cured within 30 days, then the defaulting party shall be
given a reasonable opportunity to cure the same.
12. All notices and other communications given or made pursuant hereto
shall be in writing and shall be deemed to have been given or made if
in writing and delivered personally, or sent by registered or certified
mail (postage prepaid, return receipt requested) to the parties at the
following addresses:
13. This Agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof, and supersedes all
other agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
VENDOR:
Signature Products Inc.
00000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
By: /S/ XXXXXX XXXXX
------------------------------------
Name: Xxxxxx Xxxxx
Title: President
DISTRIBUTOR:
5th AVENUE CHANNEL RETAIL, INC.
000 XXXXX XXXXXX 0XX XXXXX
XXXXXX, XXX XXXX 00000
By: /S/ XXXXXXX X. XXXXXXX 6/7/99
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
