Exhibit 10.22
MEMORANDUM OF UNDERSTANDING DATED JANUARY 15, 1998
BETWEEN THE COMPANY AND LACROSSE FOOTWEAR, INC.
[INFORMATION PLACED IN BRACKETS [ ] HAS BEEN
OMITTED IN ACCORDANCE WITH A CONFIDENTIAL
TREATMENT REQUEST PURSUANT TO RULE 406 AND
HAS BEEN FILED SEPARATELY WITH THE COMMISSION
Frisby/LaCrosse MOU
Page 2 of 3
January 15, 1998
Memorandum of Understanding
between
Xxxxxx Technologies, Inc.
and
LaCrosse Footwear, Inc.
January 15, 1998
The Parties hereto agree to establish a License Agreement in order to provide
LaCrosse Footwear, Inc. (hereinafter "LaCrosse") with certain rights to develop
and sell selected products that incorporate Xxxxxx'x patented ComforTemp(R)
foams and Thermasorb(R) thermal additives (hereinafter "the Technology"),
subject to the provisions and understandings which follow:
1. Scope of License - Frisby grants LaCrosse a two (2) year non-exclusive
license to make, use, and sell selected End-Use Products incorporating the
Technology into the worldwide footwear marketplace. For purposes of this
Agreement, End-Use Products include only:
Cold weather, rubber bottom insulated pac boots
End Use Products shall specifically exclude welt-constructed boots which have
been previously licensed exclusively to Cove Shoe Company, Division of X.X.
Xxxxx Shoe Company, Inc.
2. License Fee - In return for the License granted above, and in lieu of a
License fee, LaCrosse agrees, at a minimum, to perform the following actions:
o Design, produce and market a minimum of three styles (SKUs) of rubber
bottom boots incorporating ComforTemp(TM) for inclusion in the Fall/Winter
98 product line. At least one of these styles shall include sizes for Women
and Boys;
o Aggressively promote the sale of all End-Use Products by, at a minimum:
o prominently displaying End-Use Products containing ComforTemp
(ComforTemp signage, featured booth placement, etc.) at the 1998
Outdoor Retailer Winter Market Show in Salt Lake City, and all other
appropriate trade shows (SHOT Show, WSA, etc.);
o prominently featuring the ComforTemp logo (camera-ready artwork to be
provided by Frisby) in all advertising, brochures and promotional
materials for all End-Use Products;
Frisby/LaCrosse MOU
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January 15, 1998
o prominently displaying the ComforTemp hangtag (provided by Frisby at
no charge to LaCrosse) on all End-Use Products sold by LaCrosse
containing ComforTemp;
o featuring ComforTemp in all consumer advertising related to all
End-Use Products from LaCrosse containing ComforTemp.
3. Royalties - In addition to the above, LaCrosse agrees to pay Frisby a royalty
on [This information has been omitted in accordance with a Confidential
Treatment Request and has been filed separately with the Commission.] The
royalties are to be paid to Frisby within thirty days following the end of each
calendar quarter and shall be calculated based upon [This information has been
omitted in accordance with a Confidential Treatment Request and has been filed
separately with the Commission.]
4. Sole Source Supply - The Parties hereto agree that Frisby will be sole source
of supply for all Thermasorb additives and/or ComforTemp foams that may be
required by LaCrosse, their subcontractors and/or affiliates to support product
development efforts and production requirements.
5. Purchase Requirements - Upon signing of the License, LaCrosse must issue a
purchase commitment letter for the total linear yardage of ComforTemp foam that
they expect to take delivery of in 1998. This letter must include a non-binding
estimated delivery schedule for 1998 shipments. LaCrosse will be permitted to
issue individual purchase orders against this letter in accordance with a
mutually agreeable delivery schedule. Each purchase order must be for at least
1,000 linear yards of a specific type (e.g. 83LX) and thickness (e.g. 6 mm). The
purchase price of each type and thickness of ComforTemp shall be determined by
the [This information has been omitted in accordance with a Confidential
Treatment Request and has been filed separately with the Commission.] at the
volume level specified in the commitment letter. Each type of ComforTemp is
assortable by thickness to attain volume levels. Prices listed are F.O.B. origin
(Clemmons, NC).
6. Delivery Of Product - LaCrosse shall maintain an adequate inventory of
ComforTemp(TM) on hand to support all orders due within thirty (30) days. All
POs will be issued to Frisby by LaCrosse not less than thirty (30) days
preceding LaCrosse's on-dock need dates.
7. Co-operative Advertising - The Parties agree to advertise and promote the
Technology and products containing the Technology to the maximum extent
practical. Frisby agrees to advertise ComforTemp and LaCrosse products
containing ComforTemp, at the discretion and subject to the reasonable approval
of LaCrosse. For 1998, Frisby will budget related advertising expenditures of at
least [This information has been omitted in accordance with a Confidential
Treatment Request and has been filed separately with the Commission.] as stated
in the commitment letter of paragraph 5 above. For 1999, Frisby will budget at
least [This information has been omitted in accordance with a Confidential
Treatment Request and has been filed separately with the Commission.]
Frisby/LaCrosse MOU
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January 15, 1998
8. Intellectual Property - All Technology licensed to LaCrosse under this
Agreement remains the exclusive intellectual property of Frisby for the
commercial life of the Technology. However, if the Parties jointly develop, or
LaCrosse develops independently, patentable intellectual property related to the
licensed Technology during the term of this License, then that Technology will
become part of this Agreement with the License thereto granted to LaCrosse in
accordance with the License provisions in effect at that time.
9. Best Effort Support - Frisby agrees to support LaCrosse at a reasonable
number of sales presentations, sales meetings and trade shows in order to answer
any technical questions that potential customers or salespeople may have. The
Parties agree to collaborate on public relations and media releases respecting
this Agreement and products developed containing the Technology.
XXXXXX TECHNOLOGIES, INC. LACROSSE FOOTWEAR, INC.
/s/ Xxxxxxx X. Xxxxxx /s/ Xxx Xxxxxxx
----------------------------- ----------------------------------
Xxxx Xxxxxx Xxx Xxxxxxx
Chairman & Chief Executive Officer President & Chief Executive Officer
Frisby/LaCrosse MOU
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January 15, 1998
Attachment A
XXXXXX TECHNOLOGIES, INC.
[This information has been omitted in accordance with a Confidential Treatment
Request and has been filed separately with the Commission.
]
