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EXHIBIT 10-14
TERRITORY RIGHTS AGREEMENT
AGREEMENT, dated May 6, 1997, by and between GRAND HAVANA ENTERPRISES, INC., a
corporation, hereinafter referred to as "Grand Havana Room", and, GRAND HAVANA
ROOM (ASIA) HOLDINGS, a Hong Kong corporation, hereinafter referred to as
"Territory Rights Holder".
WITNESSETH:
Recitals of Facts:
(a) Grand Havana Room owns and controls "The Grand Havana Room" a
private for members only, cigar smoking club catering to upscale members,
featuring food and beverage service, sale of cigars and smoking accessories,
humidors, fine wines and other alcoholic beverages, (hereinafter referred to as
"the facility" or "facilities.")
(b) Grand Havana Room has developed techniques for attracting members,
and for the promotion, sale and merchandising of its products, services and
related items which are being offered and may be offered through locations
operating under the name of Grand Havana Room, or the Grand Havana House of
Cigars.
(c) Grand Havana Room has designed, developed, engineered and adopted a
standard, unique and uniform plan and style for the construction and operation
of such Grand Havana Room. This includes, among other things, and without
limitation, engineering for highest efficiency of operation of said facilities,
signs, interior and exterior design and decor, uniforms, and procedures and
training of personnel and management.
(d) Grand Havana Room now owns and operates "Grand Havana Room" in
Xxxxxxx Hills, Washington D.C and New York and intends to own, operate and
license other such facilities in the United States and other parts of the world.
(e) Territory Rights Holder desires to obtain exclusive territory rights
to operate "Grand Havana Room" within the territory hereinafter described and
Grand Havana Room is willing to grant such rights to Territory Rights Holder
upon the terms and conditions hereinafter set forth.
IN CONSIDERATION OF THE MUTUAL PROMISES and other consideration as
described herein, the parties do hereby agree as follows:
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GRANT OF RIGHTS
1. TERRITORY. Grand Havana Room hereby grants to Territory Rights Holder, and
Territory Rights Holder hereby accepts from Grand Havana Room upon the terms and
conditions hereinafter set forth, an exclusive territory and exclusive rights
for the operation of Grand Havana Room within the following territory area
(hereinafter referred to as the "Territory") described as follows:
Hong Kong, Taiwan, China, Singapore, Malaysia, Thailand, Japan, Philippines and
Korea.
It is agreed that this Territory Rights Agreement and the rights granted
hereunder pertain only to the establishment and operation of Grand Havana Room.
Territory Rights Holder shall also have the exclusive right to sell Grand Havana
Room's products at retail outlets in the Territory. Grand Havana Room shall not
have the right to enter any territory of the Territory Rights Holder for any of
Grand Havana Room's operations, including the Grand Havana House of Cigars
without concluding an exclusive arrangement with Territory Rights Holder. If no
such arrangement is concluded for any reason whatsoever, Grand Havana Room shall
be barred from that Territory.
2. TERM. The term of this Agreement shall be for Seventy-Five Years (75)
unless sooner terminated under the provisions of this Agreement.
3. RIGHTS GRANTED. The rights hereby granted constitute all rights necessary
in the Territory to operate Grand Havana Room. Territory Rights Holder alone has
the right to operate a Grand Havana Room and to use Grand Havana Room's trade
name, good will and trade secrets in the operation of Grand Havana Room solely
within the Territory, and in compliance with the terms hereof in all material
respects.
The parties acknowledge that the laws, government policies and business
practices vary widely among the various jurisdictions included in the Territory.
From time to time, Territory Rights Holder may find it to be necessary or
prudent to enter into joint ventures, partnerships or sublicenses to own and
operate Grand Havana Rooms within certain parts of the Territory. In any such
case the Territory Rights Holder shall have the right to operate in such
jurisdiction or jurisdictions by means of a joint venture, partnership or
sublicensing arrangement. Such sublicensee or joint venturer or partner shall be
obligated to fulfill all the applicable terms and conditions of this Agreement
and in particular shall be obligated to make payments under section 4.2 and 4.3
such that the total amount of payments made by the Territory Rights Holder, and
all such joint venturers, partners or sublicensees is not less than the amount
that would be payable if Territory Rights Holder had operated all such Grand
Havana Room establishments in the Territory. No additional payments will be
payable under Section 4.1 with respect to any such arrangement.
It is expressly agreed that the ownership of all right, title and
interest in and to said trade name, good will and trade secrets is and shall
remain vested solely in Grand Havana
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Room.
Grand Havana Room warrants and represents to the Territory Rights Holder
that Grand Havana Room has not granted or authorized any other person or entity
to use the name Grand Havana Room in any of the Territories. Grand Havana Room
further warrants and represents that it is the sole owner of the name Grand
Havana Room and has the full and exclusive protection of the name and trademark
in the United States of America. The Grand Havana Room has filed for protection
and use of the name Grand Havana Room in all the countries comprising the
territories.
FEES TO BE PAID BY TERRITORY RIGHTS HOLDER
4.1 FEES. Territory Rights Holder agrees to pay to Grand Havana Room for the
exclusive right to use the name Grand Havana Room in the Territory, an
aggregate, non refundable, territorial fee of $600,000, payable one-half (1/2)
upon the execution and delivery of this Agreement and one-half (1/2) upon the
earlier to occur of (a) the opening of the first Grand Havana Room in Hong Kong,
or (b) April 28, 1998.
4.2 RIGHTS FEES. For the exclusive rights to use the name Grand Havana Room and
for the other exclusive benefits and services to be provided by Grand Havana
Room hereunder, Territory Rights Holder agrees to pay Grand Havana Room during
the term of the agreement and in addition to the payments referred to in 4.1 and
4.3, a fee with respect to the first Grand Havana Room to be opened by it of
Twenty-Five Percent (25%) of all the one time membership sign up fees charged,
received and collected from the sale of memberships to the Grand Havana Room in
Hong Kong. Such amount shall be by bank wire transfer or by cashier's check sent
no later than seven days after the end of each and every calendar month in which
such membership fee is received. With respect to the second and each and every
Grand Havana Room opened by the Territory Rights Holder in the exclusive
territory, the Territory Rights Holder shall pay to Grand Havana Room, the sum
of 15% (fifteen percent) of all one time membership sign up fees. Payments in
each case shall be by bank wire transfer or by cashier's check sent no later
than seven days after the end of each and every calendar month in which the
membership fee is received. Members fees from monthly dues are dealt within
section 4.3 hereunder.
4.3 MONTHLY FEE. For the exclusive rights to use the name Grand Havana Room and
for the other exclusive benefits and services to be provided by Grand Havana
Room hereunder, Territory Rights Holder agrees to pay Grand Havana Room, in
addition to the payments referred to in 4.1, 4.2, a sum of 6% of the gross
revenues from any and all sources arising out of or received by the Territory
Rights Holder from the operation of The Grand Havana Room in the Territories.
Beginning seven days following the end of the first quarter during which the
first, and any subsequent Grand Havana Rooms are opened in the Territory, and
seven days after the end of each and every month thereafter during the term of
this Agreement, and any extension hereof, Territory Rights Holder shall pay said
fee based upon gross revenues for the previous quarter. Payments are to be wire
transferred to the address hereinafter designated and a fax shall be sent to the
fax number herein after
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specified accompanied by a "Monthly Report" on a form specified by Grand Havana
Room. The report will summarize sales information for the preceding quarter for
all Grand Havana Rooms in the Territory.
DUTIES OF TERRITORY RIGHTS HOLDER
5.1 COMPLIANCE WITH LAWS, RULES, POLICIES AND PROCEDURES. Territory Rights
Holder agrees to operate all Grand Havana Rooms in compliance in all material
respects with (i) all applicable laws, rules and regulations of duly constituted
governmental authorities, and (ii) subject to the last two sentences of Section
5.1, the standard operating policies and procedures established by Grand Havana
Room as now in effect. In the event of any subsequent changes to such operating
policies and procedures, the parties will jointly determine whether such changes
are beneficial and appropriate for each jurisdiction within the Territory and
reasonable in cost, and the Territory Rights Holder shall implement those
changes that are agreed with Grand Havana Room. It is understood that in
addition to other matters, the standard operating policies will specify design,
decoration and decor of Grand Havana Room, the type and layout of equipment,
minimum hours of operation, menus, design and colors of all materials and
uniforms, standards of service, standards of sanitation, and in general, will
govern all other matters which in Grand Havana Room's judgment requires
standardization in all Grand Havana Rooms. Territory Rights Holder shall not
vary any of such standard operating policies and procedures without Grand Havana
Room's prior written consent. In the event variance is reasonable, on account of
local customs, conditions or otherwise, Grand Havana Room will not unreasonably
withhold consent.
5.2 ACCOUNTING METHODS. Territory Rights Holder shall use the method of
accounting designated by Grand Havana Room including the statements and reports
as are required by Grand Havana Room. Territory Rights Holder shall furnish to
Grand Havana Room copies of the statements and reports required of Territory
Rights Holder by Grand Havana Room, including but not limited to, complete
monthly operating statements and quarterly balance sheets. Nothing herein
contained shall obligate the Territory Rights Holder to employ any accounting
treatment or procedures that are not standard in the territory.
5.3 FUTURE GRAND HAVANA ROOM. Territory Rights Holder shall advise Grand Havana
Room as soon as possible as to proposals for locations to establish future Grand
Havana Rooms.
5.4 INSPECTIONS BY GRAND HAVANA ROOM. Grand Havana Room and its authorized
agents upon reasonable advance notice, and in a manner that is not disruptive to
the business or operation of the Territory Rights Holder shall be permitted to
inspect the premises, and audit the books and records of any Grand Havana Room
at any time and from time to time during normal business hours. All records
relating to gross sales, including cash register tapes shall be preserved for a
minimum of three years and for such additional period as may be required by law.
If any inspection reveals an error by more than 10%, the cost of the audit shall
be borne by Territory Rights Holder.
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5.5 REQUIRED ESTABLISHMENT OF GRAND HAVANA ROOM. If the Territory Rights Holder
(i) fails to meet the development schedule set forth in the preceding paragraph,
or (ii) after opening at least nine (9) Grand Havana Rooms, allows the closure
of one or more Grand Havana Rooms such that the total number is less than nine
(9), and if in either case such delay or closure continues for at least six (6)
months, then the rights of the parties under this Agreement are subject to
modification as provided in the following sentence. Upon the occurrence of an
event as specified in clause (i) or (ii) of the preceding sentence after the
expiration of the grace period, Grand Havana Room shall notify Territory Rights
Holder of its intention to impose the penalty specified in this Section 5.5.
Thereafter, unless the reasons for delay or closure is force majeure or another
cause reasonable beyond the control of Territory Rights Holder. Territory Rights
Holder shall within six month (6) after receipt of such notice either open or
reopen the locations specified in the notice from Grand Havana Room, or
Territory Rights Holder shall forfeit all rights to establish a Grand Havana
Room in any jurisdiction in the Territory in which it has not yet established a
Grand Havana Room prior to notice from Grand Havana Room. Such forfeiture shall
not affect the Territory Rights Holders payment, reporting and other obligations
under this agreement with respect to the already opened Grand Havana Rooms.
Nothing herein contained shall obligate the Territory Rights Holder to continue
to keep open any Grand Havana Room in any of the Territories if such opening is
prevented by any act of god, fire, flooding or other catastrophes, any changes
in any law and insurrection riots or civil disturbance or other causes beyond
the reasonable control of the Territory Rights Holder. Failure by the Territory
Rights Holder to open for any of the above reasons for any period of time shall
not be a default.
It is understood and agreed that section 8.1 shall not apply to the obligation
to open locations, and the penalty imposed under this section 5.5 shall be Grand
Havana Room's exclusive remedy for such failure to open or maintain Grand Havana
Room locations, and that the loss of one or more locations shall not affect the
Territory Right Holder's exclusive rights in any other locations. Territory
Rights Holder shall have the right to substitute an opening of a Grand Havana
Room in any location.
SERVICES OF GRAND HAVANA ROOM
6.1 OBLIGATIONS OF GRAND HAVANA ROOM DEVELOPMENT, TRAINING AND ARCHITECTURAL
SERVICES. Grand Havana Room shall be required to provide comprehensive
development and training services to the Territorial Rights Holder in connection
with the opening of the first and all subsequent Grand Havana Rooms opened in
the territories by the Territorial Rights Holder. Such services will be provided
to the Territorial Rights Holder in the U.S.A at one of the operating Grand
Havana Rooms. Territory Rights Holder shall be entitled to send up to five (5)
trainees per Grand Havana Room for training. Grand Havana Room warrants that it
has sufficient facilities to handle all the Territory Right Holder's training
requirements based on the schedule of proposed openings. Grand Havana Room, at
it own costs, will provide its architect and space planner for a reasonable
period of time to design
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the interior, as per Territorial Rights Holder's requirements for each location.
At the option of the Territorial Rights Holder such architectural and space
planning services will be provided at the location of the Grand Havana Room.
Territorial Rights Holder shall be liable for all travelling and hotel and other
expenses of the architect, but not the architect's professional fees, and such
architect will not be responsible for supervising construction. With respect to
all facilities subsequently opened, Grand Havana Room will make its architect
and space planner available as consultants to the architect utilized by the
Territorial Rights Holder at no cost. If required by the Territorial Rights
Holder, Grand Havana Room will send its architect to the Territory to perform
the services set forth above at the expense of the Territorial Rights Holder.
Grand Havana Room shall have the right to approve any such plans prepared by the
Territorial Rights Holder's architect or space planner. Grand Havana Room's
architect shall in considering the approvals of such plans recognize local
custom and architectural needs and preferences.
Grand Havana Room shall provide Territory Rights Holder with Grand Havana
Room's private label cigars in such reasonable amounts as may be available at
any given time. Territory Rights Holder recognizes that cigars are in short
supply and Grand Havana Room does have its own outlets to supply. Grand Havana
Room will in good faith allocate a supply of its private label cigars to
Territory Rights Holder. Grand Havana Room will also provide Territory Rights
Holder with a catalogue of all its merchandise as and when it is available and
will supply Territory Rights Holder with all merchandise ordered within its
standard delivery time. All prices charged to Territory Rights Holder for cigars
and merchandise will be at its standard customary wholesale prices and standard
credit terms, provided that if Grand Havana Room supplies such items to other
and any other purchasers at lower price, Territory Rights Holder shall also be
charged the lowest price.
6.2 FIXTURES, EQUIPMENT AND SIGNS. Grand Havana Room shall specify and make
available to Territory Rights Holder designs, specifications, layout and sources
for all fixtures, equipment and signs necessary for the establishment of such
Grand Havana Room.
6.3 INSURANCE. Territory Rights Holder shall obtain through its brokers and
agents and companies of its choosing, on behalf of Territory Rights Holder,
insurance coverage equivalent to similar type businesses in the Territory
reasonably necessary to protect Grand Havana Room. Grand Havana Room does not
intend to imply that such insurance coverage is sufficient to meet each and
every need of Territory Rights Holder and Territory Rights Holder is encouraged
to secure on its own behalf any insurance that it may deem necessary or as is
required by law.
Territory Rights Holder shall indemnify Grand Havana Room and hold it
harmless from any act or omission of Territory Rights Holder, and Territory
Rights Holder shall arrange for Grand Havana Room to be named as an additional
insured in all liability policies issued in regard to any Grand Havana Room in
the Territory.
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6.4 DISCLOSURE OF PROCEDURES. Grand Havana Room will disclose to Territory
Rights Holder its standard operating policies and procedures and in connection
therewith will furnish copies (to the extent they exist) of its operating
manual, its standard forms, designs and layouts to Territory Rights Holder.
6.5 IMPROVEMENTS. All improvements made by Grand Havana Room in its products,
procedures or designs will be made available to Territory Rights Holder.
RELATIONSHIP OF PARTIES
7.1 INDEPENDENT CONTRACTOR RELATIONSHIP. At all times pertaining to any
activities related to this Agreement, Territory Rights Holder shall be deemed
independent contractors. No employee of Territory Rights Holder or of its
operating rights holders shall be deemed to be an employee of Grand Havana Room
and nothing herein contained shall be construed as to create a partnership,
joint venture, agency nor any other business relationship other than independent
contractor. Neither party hereto shall be liable for debts or obligations other
than their own.
7.2 RECIPROCAL RIGHTS. During the term of this Agreement, each of the members
of each Grand Havana Room owned or licensed by either of the parties hereto
shall have reciprocal privileges to use all of the other Grand Havana Rooms
owned or licensed by the other party.
REMEDIES FOR BREACH
8.1 COMPLETE PERFORMANCE REQUIRED. If Territory Rights Holder does not comply
with the strict performance of all the terms of this agreement as provided for
herein and such deviation is severe, Grand Havana Room shall send a notice of
Territory Rights Holder's failure to comply and shall allow Territory Rights
Holder a reasonable period of time to do so, not to exceed ninety (90) days. If
such compliance continues after such ninety (90) day notice or Territory Rights
Holder cannot cure any such non-compliance then Grand Havana Room shall have the
option to declare this a default under paragraph 8.2 unless the ability to cure
is due to force majeure or other cause beyond the reasonable control of
Territory Rights Holder. The provisions hereof do not apply to any failure to
make payments by Territory Rights Holder under the provisions of paragraph 4.2
and 4.3. The parties agreed that failure to open or maintain any Grand Havana
Room locations shall be governed by section 5.5 of this Agreement and not by
section 8.1.
8.2 DEFAULT. If Grand Havana Room shall have declared a default in accordance
with Section 8.1 or as a result of Territory Rights Holder's failure to make
payments under 4.2 and 4.3 hereof, or if bankruptcy, debtor or insolvency
proceedings are commenced by or against Territory Rights Holder, or if Territory
Rights Holder makes an assignment for the benefit of creditors, or if a receiver
is appointed or an attachment or keeper is placed in possession of the business
or assets of Territory Rights Holder, or if Territory Rights Holder
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transfers its business in violation of Section 10.1 of this Agreement, then in
addition to all other remedies it may have at law or in equity, Grand Havana
Room at its election may declare this Agreement terminated.
8.3 NON-WAIVER. A waiver by Territory Rights Holder of any condition or term of
this Agreement shall not be deemed to be a waiver of any other or subsequent
default or breach.
TERMINATION
9.1 EFFECT OF TERMINATION. Upon termination of this Agreement, as to one or
more locations whether by lapse of time, default or other causes, Territory
Rights Holder shall be entitled to continue the exclusive use of Grand Havana
Room's trade name, trade secrets and procedures as to all or any of the Grand
Havana Rooms already opened pursuant to this Agreement which have not been
terminated by lapse of time, default or other causes. In the event of
termination of this Agreement as to any location, the Territory Rights Holder
shall forfeit all of its rights as to that location and Territory Right Holder
shall forthwith discontinue in that location all use of Grand Havana Room's
trade names, trade secrets and procedures and shall remove from its own
facilities all signs, decor and decoration characteristic of Grand Havana Room
operations and shall not thereafter operate or do business under any name or in
any manner that might tend to give the general public the impression that it is
dispensing, selling or serving any of Grand Havana Room's products.
Expiration or termination of this Agreement shall be without prejudice to
the rights of Grand Havana Room against Territory Rights Holder, nor shall such
expiration and termination relieve Territory Rights Holder of any of its
obligations to Grand Havana Room existing at the time of the expiration or
termination.
ASSIGNMENT
10.1. WRITTEN CONSENT. Except as otherwise permitted in Section 3 hereof, no
part of this Agreement shall be assigned either voluntarily or by operation of
law, without the prior written consent of Grand Havana Room, except as
hereinafter set out. Grand Havana Room shall not unreasonably withhold such
written consent. Such withholding shall not be deemed to be unreasonable in the
event the proposed assignee does not, in the opinion of Grand Havana Room,
qualify in all respects as a Territory Rights Holder in the first instance.
10.2. ASSIGNMENT BY GRAND HAVANA ROOM. This Agreement shall inure to the benefit
of the successors and assigns of Grand Havana Room.
10.3. CHANGE IN CONTROL. Subject to section 3 of this Agreement, attached hereto
as Schedule "A" is a list of the owners of Territory Rights Holder. Any
transaction resulting
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in a change in the majority control of the Territory Rights Holder shall be
deemed an assignment under this Agreement.
NATURE OF RIGHTS
11.1 LIMITATIONS. The Territory rights granted hereby constitute rights to use
"Grand Havana Room" trade name, good will, and standard operating policies and
procedures of said Grand Havana Room and to benefit from the trade secrets of
Grand Havana Room in the Territory. Nothing herein contained shall be construed
so as to authorize or permit the use by Territory Rights Holder of such trade
name, good will, standard operating procedures and/or trade secrets within any
other region of the world, or for any purpose other than specifically granted in
this Agreement.
It is expressly agreed that ownership of all rights, title and interest in
and to said trade name, good will, standard operating policies and procedures
and trade secrets is and shall remain vested solely in Grand Havana Room.
11.2 SOLICITATION OF PERSONNEL. It is agreed that during the effective term of
this agreement, each of the parties hereto shall not seek to employ or employ
any person who is at the time employed by the other, and neither party shall
directly or indirectly induce any such person to leave his or her employment as
aforesaid.
INTEGRATION OF AGREEMENTS
12.1 ATTACHMENTS, REPRESENTATIONS AND PRIOR AGREEMENTS. This Agreement and the
attached Exhibits and such other documents as are executed contemporaneously
herewith, shall be constructed together and constitute the entire agreement
between the parties and supersede all prior negotiations, understandings and
agreements. Territory Rights Holder acknowledges that it has entered in to this
Agreement as a result of its own independent investigation and not as a result
of any representations of Grand Havana Room, its agents, officers or employees.
NOTICES
13.1 MAILING ADDRESSES. Any notice required or permitted shall be in writing and
shall be delivered by registered or certified mail, return receipt requested, or
air express, for the protection of both parties. Any notice to Grand Havana Room
shall be addressed to it in care of Grand Havana Room at 0000 Xxxxxxxx Xxxx.,
Xxx Xxxxxxx, XX 00000, with a copy to Xxxxx Xxxxxxx at 0000 Xxxxxxxx Xxxx., Xxx
Xxxxxxx, XX 00000. Any notice to Territory Rights Holder, shall be addressed to
it at Xxxxxxxxxx Xxxxx, Xxxxx 000, 00 Xxxxxx Xxxxxx East, Sheung Won, Hong Kong.
Either party may designate another address at any time by appropriate written
notice.
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DIVISIBILITY
14.1 Should any part of this Agreement for any reason be declared invalid or
unenforceable, such decision shall not affect the validity of any remaining
portion, which remaining portion shall remain in force and effect as if this
Agreement had been executed with the invalid portion thereof eliminated and it
is hereby declared the intention of the parties hereto that they would have
executed the remaining portion of this Agreement without including therein any
such part or parts, or portion which may, for any reason be hereafter declared
invalid.
DEFINITIONS
15.1 GROSS SALES. The term "gross sales" as used herein shall include the entire
gross receipts received by Territory Rights Holder of every kind and nature made
in, or from all Grand Havana Rooms operating by Territory Rights Holder by
virtue of this Agreement whether upon credit or for cash, in every department
operating in or from said facilities, whether operated by a lessor, lessee, or
sublessee or sublessees, or by a concessionaire or concessionaires, excepting
therefrom any rebates and/or refunds to patrons and the amount of all sales
taxes or similar tax receipts which have to be accounted for to any governmental
agency. The term "gross sales" shall not include sales from automatic vending
machines nor from public telephones.
INTERPRETATION
16.1 CAPTIONS. This Agreement shall be interpreted in accordance with the laws
of the State of California. The captions and headings of the various sections
and paragraphs are for convenience only and shall not affect the construction or
interpretation of this Agreement.
ARBITRATION
17.1 AMERICAN ARBITRATION ASSOCIATION. Any controversy or claim arising out of
or relating to this Agreement, or any breach thereof, shall be submitted to
arbitration at Los Angeles, California, in accordance with the Rules of the
American Arbitration Association and judgment upon the award may be entered in
any court having jurisdiction thereof. In the case that either party should have
to xxx to collect or enforce its agreements, the prevailing party will be
entitled to attorneys' fees and costs.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
GRAND HAVANA ENTERPRISES, INC.,
a Delaware corporation
By: /s/ Xxxxx Xxxxxxx
-----------------------------------
Xxxxx Xxxxxxx, President
GRAND HAVAVA ROOM (ASIA) HOLDINGS
By: /s/
-----------------------------------
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SCHEDULE A
Owners of Grand Havana Room (Asia) Holdings
Xx. Xx-Xxx Xxxx
Mr. Xxxxxx Xxxx
Xx. Xxxxxxx Xxxx, Xx.
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