STANDARDS AND INSPECTION. a. The parties acknowledge and agree that great value is placed on the Licensed Marks and the goodwill associated therewith, that the consuming public and the industry now associate the Licensed Marks with products of consistently high quality, and that the terms and conditions of this Agreement are necessary and reasonable to assure the consuming public and the industry that all Licensed Products sold hereunder are of the same consistently high quality as Licensed Products previously sold by Licensee. Accordingly, Licensee agrees that all Licensed Products shall be substantially equivalent, in terms of quality, to the products manufactured by Licensee for sale during the Spring and Fall 1996 seasons. Licensor acknowledges that the products bearing the word BOSS manufactured by Licensee for sale during the 1996 Spring and Fall seasons were of sufficiently high quality standards as required by this paragraph. If any Licensed Products fail to conform to the aforementioned quality standards, upon notification from Licensor, Licensee shall discontinue any and all manufacture, shipments and distribution of such non-conforming Licensed Products. For purposes of this Agreement, the parties acknowledge that the quality standards apply only to the sewing, construction and fabric of the Licensed Products. b. Licensee agrees to use, in connection with the Licensed Products only, labels, tags, signs, banners, stationery, order forms, business cards and other forms of identification for such products which are consistent with the terms of Exhibit A and Exhibit A2. Licensee agrees that it shall not use the name BOSS in any corporate, partnership or other trade name or as a form of entity identification. Licensee shall not use the word BOSS or authorize any third party to use the word BOSS in connection with the name of any store or retail establishment; provided that nothing in this Section shall be construed as prohibiting use of the Licensed Marks in shop-within-a-shop situations. Licensee may continue its factory outlet operations in proximity to its distribution facilities which are currently located in Milford, Delaware; provided, however, that the word BOSS shall not be used in or as part of the name of the store. Licensee agrees to provide Licensor with written notice of any change in the location of such factory outlet. To the extent Licensee uses and/or provides design layouts and/or fixtures for use in stores or retail establishments, it shall not use design layouts and/or fixtures which are or have been primarily associated with products distributed by Hugo Boss or its other licensees, except those which are traditional or standard in the industry. c. For each Designated Manufacturer not previously disclosed to Licensor under the FMRA, Licensee shall notify Licensor, in writing, of the identities of each Designated Manufacturer(s) (including full business name and address), and the locations of all manufacturing, processing and storage facilities in the Manufacturing Territory in which the Licensee or the Designated Manufacturer(s) is manufacturing, processing or storing or intends to manufacture, process or store Licensed Products which is currently manufacturing Licensed Products for Licensee in the Manufacturing Territory. Within thirty (30) days of placing any order for the manufacture of any Licensed Products with a Designated Manufacturer not previously identified to Licensor, Licensee shall notify Licensor, in writing, of the identity of such new Designated Manufacturer, (including full business name and address) and within thirty (30) days after placing any order (other than an initial order for 24,000 units or less) with any such Designated Manufacturer, the locations of all manufacturing, processing and storage facilities in the Manufacturing Territory in which the Licensee or the Designated Manufacturer is manufacturing, processing or storing or intends to manufacture, process or store Licensed Products. Licensee shall, from time to time, provide Licensor promptly with additional such locations as they are utilized. Licensor and its representatives may from time to time, during all reasonable business hours and with prior reasonable notice to Licensee, inspect the operations and facilities of Licensee, the Designated Manufacturer(s) and their agents with respect to performance under this Agreement. d. Licensee agrees that it shall comply with all applicable labeling and other laws affecting the manufacture, storage, shipment, labeling and sale of the Licensed Products pursuant to the terms of this Agreement, and at all times otherwise conduct its activities under this Agreement in a lawful manner. e. The parties agree that they will not, without the written consent of the other, knowingly seek to obtain products from each other's manufacturers in the Manufacturing Territory or otherwise interfere in each other's lawful relationships with any manufacturers in the Manufacturing Territory. f. In order to ensure that Licensor is fully aware of all products Licensee may manufacture in the Manufacturing Territory, Licensee shall not sell or distribute any Licensed Product manufactured, sold or distributed anywhere in the world, unless and until a prototype or a Computer Assisted Design ("CAD") which displays clearly and fully each and every use of the Licensed Marks on such product has been offered to Licensor for inspection. Licensee shall notify Licensor when such prototypes or CADs are available for inspection at Licensee's offices in New York ("Notification of Prototype Availability") and Licensor shall, within ten (10) business days complete its inspection. At the inspection, or at an inspection to be held within fifteen (15) business days after receipt by Licensor of CADs as provided for below, Licensee shall make available representative samples of tags, labels, packaging (including cartons, containers, and wrapping or packing material) and other advertising, promotional or display materials or stationery, sale, documents and other items bearing or using the ▇▇▇▇. Licensor shall, within five (5) business days of implementing its inspection, notify Licensee in writing of any product that Licensor believes fails to meet the terms and conditions of this Agreement including the standards set forth in Exhibit A ("Disputed Garments"). To the extent Licensee intends to rely upon CADs, Licensee may, at its option, ship such CADs to Licensor for its review. Under these circumstances, Licensor shall, within ten (10) business days of receipt of such materials, notify Licensee in writing of any Disputed Garments. In the event there are Disputed Garments, Licensor and Licensee shall then meet to resolve any differences concerning such Disputed Garment and if, after five (5) business days, no resolution has been reached, the matter may be submitted to arbitration according to the procedures set forth in Exhibit H1. Pending resolution of any such arbitration, Licensee shall not manufacture, distribute or sell any such Disputed Garments. Licensor's failure to approve or disapprove any such prototype or CAD, within thirteen (13) business days of notification shall be deemed approval of such prototype or CAD. Licensee shall provide Licensor with a set of prototype garments, CADs or salesperson's samples of each such garment, each in typical or representative color, and each accompanied by a list of colors (by references to Pantone or other technical specification) expected to be used in production, within ten (10) business days of Notification of Prototype Availability. Subject to the express requirements of Exhibit A and Exhibit B, nothing in this Agreement is intended to give Licensor any rights to approve or specify the apparel styling, design, patterns, art work or colors of Licensed Products. g. Licensee shall adhere to all prototypes, or CADs reviewed by Licensor. Any minor departure or variance from such prototypes or CADs as to any of the requirements or limitations in Exhibit A and Exhibit B, including but not limited to any change of logo design, must receive the prior written approval of Licensor, which shall not be unreasonably withheld. Prior to receipt of Licensor's approval, Licensee may, solely at its own risk and without prejudice to Licensor, take orders for and/or manufacture such Licensed Products. Should a dispute arise between the parties over such products requiring arbitration, the parties agree that the arbitrator shall not be advised that such garments have been manufactured or that orders have been placed or taken therefor. h. Licensee shall notify Licensor in writing regarding any change to Licensee's business that would materially affect the rights, obligations and benefits of Licensor under this Agreement. Licensor shall notify Licensee in writing regarding any change to Licensor's or Hugo Boss' business that would materially affect the rights, obligations and/or benefits of Licensee under this Agreement. The parties acknowledge and agree that any and all information made available in any form to the other party under this Section 4(h) shall be subject in all respects to Section 24(a) hereof concerning confidentiality and that neither party will trade in violation of applicable U.S. securities laws on any such information which has not been publicly disclosed. i. Licensee agrees not to manufacture, export, import, ship or distribute from or to any country in the Manufacturing Territory, nor give its permission to any third party to manufacture, export, import, ship or distribute from or to any country in the Manufacturing Territory, Substandard Licensed Products without the prior written approval of Licensor. Substandard Licensed Products shall be defined as damaged or defective merchandise, irregulars, raw material seconds, made-up merchandise, and any products not meeting the quality standards set forth in Section 4(a) above or the logo standards set forth in Exhibit A. Nothing in this Agreement is intended to prevent Licensee from manufacturing or selling seconds and irregulars in the normal and ordinary course of business, consistent with the past practices of Licensee in this regard. j. Upon Licensor's written request, Licensee shall furnish without cost to Licensor a reasonable number of random production samples per year of each Licensed Product being manufactured by or on behalf of Licensee hereunder, together with samples of each tag, label, carton, container and packing or wrapping material used in connection therewith. k. Licensee shall submit to Licensor any trademark, service ▇▇▇▇, logo or name which is to be used in connection with the Licensed Products other than those referenced in Exhibit A. Licensor shall have the right, in its sole reasonable discretion, to refuse to permit the use of any such trademarks, service marks, logos or names. l. Licensee shall not use the stitching designs for clothing pockets as depicted in Exhibit E on jeans, trousers, shirts, skirts, dresses, shorts, overalls, jackets, hats or vests or manufacture or distribute any Licensed Products using any pocket stitching design which infringes the designs set forth in Exhibit E. Prior to use, Licensee may submit to Licensor for approval other stitching designs for use on clothing pockets on such garments. In the event Licensee elects not to submit stitching to Licensor for approval Licensee shall indemnify, defend and hold harmless Licensor from and against any and all claims, liabilities and expenses, including reasonable attorney's fees, disbursements and other charges relating to Licensee's use of such unapproved stitching designs. m. Licensor and its representatives may, from time to time during all reasonable business hours and with prior reasonable notice to Licensee, inspect the operations and facilities of Licensee with respect to this Agreement.
Appears in 2 contracts
Sources: Settlement Agreement (Ic Isaacs & Co Inc), License Rights Agreement (Ic Isaacs & Co Inc)
STANDARDS AND INSPECTION. a. The parties acknowledge and agree that great value is placed on the Licensed Marks and the goodwill associated therewith, that the consuming public and the industry now associate the Licensed Marks with products of consistently high quality, and that the terms and conditions of this Agreement are necessary and reasonable to assure the consuming public and the industry that all Licensed Products sold hereunder are of the same consistently high quality as Licensed Products previously sold by LicenseeLICENSEE. Accordingly, Licensee LICENSEE agrees that all Licensed Products manufactured hereunder shall be substantially equivalent, in terms of quality, to the products manufactured by Licensee LICENSEE for sale during the Spring and Fall 1996 seasons. Licensor LICENSOR acknowledges that the products bearing the word BOSS manufactured by Licensee LICENSEE for sale during the 1996 Spring and Fall seasons were of sufficiently high quality standards as required by this paragraph. If any Licensed Products fail to conform to the aforementioned quality standards, upon notification from LicensorLICENSOR, Licensee LICENSEE shall discontinue any and all manufacture, shipments and distribution of such non-conforming Licensed Products. For purposes of this Agreement, the parties acknowledge that the quality standards apply only to the sewing, construction and fabric of the Licensed Products.
b. Licensee agrees to useWithin forty-five (45) days after the Effective Date of this Agreement, in connection with the Licensed Products only, labels, tags, signs, banners, stationery, order forms, business cards and other forms of identification for such products which are consistent with the terms of Exhibit A and Exhibit A2. Licensee agrees that it shall not use the name BOSS in any corporate, partnership or other trade name or as a form of entity identification. Licensee shall not use the word BOSS or authorize any third party to use the word BOSS in connection with the name of any store or retail establishment; provided that nothing in this Section shall be construed as prohibiting use of the Licensed Marks in shop-within-a-shop situations. Licensee may continue its factory outlet operations in proximity to its distribution facilities which are currently located in Milford, Delaware; provided, however, that the word BOSS shall not be used in or as part of the name of the store. Licensee agrees to provide Licensor with written notice of any change in the location of such factory outlet. To the extent Licensee uses and/or provides design layouts and/or fixtures for use in stores or retail establishments, it shall not use design layouts and/or fixtures which are or have been primarily associated with products distributed by Hugo Boss or its other licensees, except those which are traditional or standard in the industry.
c. For each Designated Manufacturer not previously disclosed to Licensor under the FMRA, Licensee LICENSEE shall notify LicensorLICENSOR, in writing, of the identities of each Designated Manufacturer(s) (including full business name and address), and the locations of all manufacturing, processing and storage facilities in the Manufacturing Territory in which the Licensee LICENSEE or the Designated Manufacturer(s) is manufacturing, processing or storing or intends to manufacture, process or store Licensed Products which is currently manufacturing Licensed Products for Licensee LICENSEE in the Manufacturing Territory. Within thirty (30) days of placing any order for the manufacture of any Licensed Products with a Designated Manufacturer not previously identified to LicensorLICENSOR, Licensee LICENSEE shall notify LicensorLICENSOR, in writing, of the identity of such new Designated Manufacturer, (including full business name and address) and within thirty (30) days after placing any order (other than an initial order for 24,000 units or less) with any such Designated Manufacturer, the locations of all manufacturing, processing and storage facilities in the Manufacturing Territory in which the Licensee LICENSEE or the Designated Manufacturer is manufacturing, processing or storing or intends to manufacture, process or store Licensed Products. Licensee LICENSEE shall, from time to time, provide Licensor LICENSOR promptly with additional such locations as they are utilized. Licensor LICENSOR and its representatives may from time to time, during all reasonable business hours and with prior reasonable notice to LicenseeLICENSEE, inspect the operations and facilities of LicenseeLICENSEE, the Designated Manufacturer(s) and their agents with respect to performance under this Agreement.
d. Licensee c. LICENSEE agrees that it shall comply with all applicable labeling and other laws affecting the manufacture, storage, shipment, labeling and sale of the Licensed Products pursuant to the terms of this Agreement, and at all times otherwise conduct its activities under this Agreement in a lawful manner.
e. d. The parties agree that they will not, without the written consent of the other, knowingly seek to obtain products from each other's manufacturers in the Manufacturing Territory or otherwise interfere in each other's lawful relationships with any manufacturers in the Manufacturing Territory.
f. e. In order to ensure that Licensor LICENSOR is fully aware of all products Licensee LICENSEE may manufacture in the Manufacturing Territory, Licensee beginning with product development for the presentation to the trade beginning in February 1998, LICENSEE shall not sell or distribute any Licensed Product manufactured, sold or distributed anywhere in the world, unless and until a prototype or a Computer Assisted Design ("CAD") which displays clearly and fully each and every use of the Licensed Marks ▇▇▇▇ on such product has been offered to Licensor LICENSOR for inspection. Licensee LICENSEE shall notify Licensor LICENSOR when such prototypes or CADs are available for inspection at LicenseeLICENSEE's offices in New York ("Notification of Prototype Availability") and Licensor LICENSOR shall, within ten (10) business days complete its inspection. At the inspection, or at an inspection to be held within fifteen (15) business days after receipt by Licensor LICENSOR of CADs as provided for below, Licensee LICENSEE shall make available representative samples of tags, labels, packaging (including cartons, containers, and wrapping or packing material) and other advertising, promotional or display materials or stationery, sale, documents and other items bearing or using the ▇▇▇▇. Licensor LICENSOR shall, within five (5) business days of implementing its inspection, notify Licensee LICENSEE in writing of any product that Licensor LICENSOR believes fails to meet the terms and conditions of this Agreement including the standards set forth in Exhibit A ("Disputed Garments"). To the extent Licensee LICENSEE intends to rely upon CADs, Licensee LICENSEE may, at its option, ship such CADs to Licensor LICENSOR for its review. Under these circumstances, Licensor LICENSOR shall, within ten (10) business days of receipt of such materials, notify Licensee LICENSEE in writing of any Disputed Garments. In the event there are Disputed Garments, Licensor LICENSOR and Licensee LICENSEE shall then meet to resolve any differences concerning such Disputed Garment and if, after five (5) business days, no resolution has been reached, the matter may be submitted to arbitration according to the procedures set forth in Exhibit H1. Pending resolution of any such arbitration, Licensee LICENSEE shall not manufacture, distribute or sell any such Disputed Garments. LicensorLICENSOR's failure to approve or disapprove any such prototype or CAD, within thirteen (13) business days of notification shall be deemed approval of such prototype or CAD. Licensee LICENSEE shall provide Licensor LICENSOR with a set of prototype garments, CADs or salesperson's samples of each such garment, each in typical or representative color, and each accompanied by a list of colors (by references to Pantone or other technical specification) expected to be used in production, within ten (10) business days of Notification of Prototype Availability. Subject to the express requirements of Exhibit A and Exhibit B, nothing in this Agreement is intended to give Licensor LICENSOR any rights to approve or specify the apparel styling, design, patterns, art work or colors of Licensed Products.
g. Licensee f. Beginning with product development for the presentation to the trade in February 1998, LICENSEE shall adhere to all prototypes, or CADs reviewed by LicensorLICENSOR. Any minor departure or variance from such prototypes or CADs as to any of the requirements or limitations in Exhibit A and Exhibit B, including but not limited to any change of logo design, must receive the prior written approval of LicensorLICENSOR, which shall not be unreasonably withheld. Prior to receipt of Licensor's LICENSOR'S approval, Licensee LICENSEE may, solely at its own risk and without prejudice to LicensorLICENSOR, take orders for and/or manufacture such Licensed Products. Should a dispute arise between the parties over such products requiring arbitration, the parties agree that the arbitrator shall not be advised that such garments have been manufactured or that orders have been placed or taken therefor.
h. Licensee g. LICENSEE shall notify Licensor LICENSOR in writing regarding any change to LicenseeLICENSEE's business that would materially affect the rights, obligations and benefits of Licensor LICENSOR under this Agreement. Licensor LICENSOR shall notify Licensee LICENSEE in writing regarding any change to LicensorLICENSOR's or Hugo Boss' HUGO BOSS AG's business that would materially affect the rights, obligations and/or benefits of Licensee LICENSEE under this Agreement. The parties acknowledge and agree that any and all information made available in any form .
h. Subject to the other party under this provisions of Section 4(h) shall be subject in all respects to Section 24(a) hereof concerning confidentiality and that neither party will trade in violation of applicable U.S. securities laws on any such information which has not been publicly disclosed5.c.
i. Licensee , LICENSEE agrees not to manufacture, export, import, ship or distribute from or to any country in the Manufacturing Licensed Territory, nor give its permission to any third party to manufacture, export, import, ship or distribute from or to any country in the Manufacturing Licensed Territory, Substandard Licensed Products without the prior written approval of LicensorLICENSOR. Substandard Licensed Products shall be defined as damaged or defective merchandise, irregulars, raw material seconds, made-up merchandise, and any products not meeting the quality standards set forth in Section 4(a) 4.a. above or the logo standards set forth in Exhibit A. Nothing in this Agreement is intended to prevent Licensee LICENSEE from manufacturing or selling seconds and irregulars in the normal and ordinary course of business, consistent with the past practices of Licensee LICENSEE in this regard.
j. i. Upon Licensor's LICENSOR'S written request, Licensee LICENSEE shall furnish without cost to Licensor LICENSOR a reasonable number of random production samples per year of each Licensed Product being manufactured by or on behalf of Licensee LICENSEE hereunder, together with samples of each tag, label, carton, container and packing or wrapping material used in connection therewith.
k. Licensee j. LICENSEE shall submit to Licensor LICENSOR any trademark, service ▇▇▇▇, logo or name which is to be used in connection with the Licensed Products Rights other than those referenced in Exhibit A. Licensor LICENSOR shall have the right, in its sole reasonable discretion, to refuse to permit the use of any such trademarks, service marks, logos or names.
l. Licensee k. LICENSEE shall not use the stitching designs for clothing pockets as depicted in Exhibit E on jeans, trousers, shirts, skirts, dresses, shorts, overalls, jackets, hats or vests or manufacture or distribute any Licensed Products using any pocket stitching design which infringes the designs set forth in Exhibit E. Prior to use, Licensee LICENSEE may submit to Licensor LICENSOR for approval other stitching designs for use on clothing pockets on such garments. In the event Licensee LICENSEE elects not to submit stitching to Licensor LICENSOR for approval Licensee LICENSEE shall indemnify, defend and hold harmless Licensor LICENSOR from and against any and all claims, liabilities and expenses, including reasonable attorney's fees, disbursements and other charges relating to LicenseeLICENSEE's use of such unapproved stitching designs.
m. Licensor l. LICENSOR and its representatives may, from time to time during all reasonable business hours and with prior reasonable notice to LicenseeLICENSEE, inspect the operations and facilities of Licensee LICENSEE with respect to this Agreement.
Appears in 2 contracts
Sources: Foreign Manufacturing Rights Agreement (Ic Isaacs & Co Inc), Foreign Manufacturing Rights Agreement (Ic Isaacs & Co Inc)
STANDARDS AND INSPECTION. a. The parties Licensor and Licensee acknowledge and agree that great value is placed on Licensor monitors and controls the Licensed Marks standards that are maintained with respect to the marketing, distribution and sale of Products (whether by Licensor or any Affiliate of Licensor). In accordance with the terms of this Section 2, the Licensee acknowledges its obligation to maintain its standards with respect to the marketing, distribution and sale of Trust Products and the goodwill associated therewithuse of Corporate Materials, that the consuming public and the industry now associate the Licensed Marks with products of consistently high quality, and that the terms and conditions of this Agreement are necessary and reasonable to assure the consuming public and the industry that all Licensed Products sold hereunder are of the same consistently high quality as Licensed Products previously sold by Licensee. Accordingly, Licensee agrees that all Licensed Products standards for which shall be substantially equivalent, in terms of quality, at least equal to the products manufactured those standards maintained by Licensee for sale during the Spring and Fall 1996 seasons. Licensor acknowledges that the products bearing the word BOSS manufactured by Licensee for sale during the 1996 Spring and Fall seasons were of sufficiently high quality standards as required by this paragraph. If any Licensed Products fail to conform same immediately prior to the aforementioned quality standards, upon notification from date hereof.
b. Prior to Licensee's introduction or sale of any substantially new Trust Product not previously approved in writing by Licensor, Licensee shall discontinue any and all manufacture, shipments and distribution of such non-conforming Licensed Products. For purposes of this Agreement, the parties acknowledge that the quality standards apply only to the sewing, construction and fabric of the Licensed Products.
b. Licensee agrees to use, in connection with the Licensed Products only, labels, tags, signs, banners, stationery, order forms, business cards and other forms of identification for such products which are consistent with the terms of Exhibit A and Exhibit A2. Licensee agrees that it shall not use the name BOSS in any corporate, partnership or other trade name or as a form of entity identification. Licensee shall not use the word BOSS or authorize any third party to use the word BOSS in connection with the name of any store or retail establishment; provided that nothing in this Section shall be construed as prohibiting use of the Licensed Marks in shop-within-a-shop situations. Licensee may continue its factory outlet operations in proximity to its distribution facilities which are currently located in Milford, Delaware; provided, however, that the word BOSS shall not be used in or as part of the name of the store. Licensee agrees to provide Licensor with written notice of any change in the location of such factory outlet. To the extent Licensee uses and/or provides design layouts and/or fixtures for use in stores or retail establishments, it shall not use design layouts and/or fixtures which are or have been primarily associated with products distributed by Hugo Boss or its other licensees, except those which are traditional or standard in the industry.
c. For each Designated Manufacturer not previously disclosed to Licensor under the FMRA, Licensee shall notify Licensor, in writing, of the identities of each Designated Manufacturer(s) (including full business name and address), and the locations of all manufacturing, processing and storage facilities in the Manufacturing Territory in which the Licensee or the Designated Manufacturer(s) is manufacturing, processing or storing or intends to manufacture, process or store Licensed Products which is currently manufacturing Licensed Products for Licensee in the Manufacturing Territory. Within thirty (30) days of placing any order for the manufacture of any Licensed Products with a Designated Manufacturer not previously identified submit to Licensor, Licensee shall notify for Licensor's written approval, (i) a written description in writingreasonable detail of such substantially new Trust Product and, upon the request of Licensor (which must be made by Licensor within five business days of the identity of such new Designated Manufacturer, (including full business name and address) and within thirty (30) days after placing any order (other than an initial order for 24,000 units or less) with any such Designated Manufacturer, the locations of all manufacturing, processing and storage facilities in the Manufacturing Territory in which the Licensee or the Designated Manufacturer is manufacturing, processing or storing or intends to manufacture, process or store Licensed Products. Licensee shall, from time to time, provide Licensor promptly with additional such locations as they are utilized. Licensor and its representatives may from time to time, during all reasonable business hours and with prior reasonable notice to Licensee, inspect the operations and facilities of Licensee, the Designated Manufacturer(s) and their agents with respect to performance under this Agreement.
d. Licensee agrees that it shall comply with all applicable labeling and other laws affecting the manufacture, storage, shipment, labeling and sale of the Licensed Products pursuant to the terms of this Agreement, and at all times otherwise conduct its activities under this Agreement in a lawful manner.
e. The parties agree that they will not, without the written consent of the other, knowingly seek to obtain products from each other's manufacturers in the Manufacturing Territory or otherwise interfere in each other's lawful relationships with any manufacturers in the Manufacturing Territory.
f. In order to ensure that Licensor is fully aware of all products Licensee may manufacture in the Manufacturing Territory, Licensee shall not sell or distribute any Licensed Product manufactured, sold or distributed anywhere in the world, unless and until a prototype or a Computer Assisted Design ("CAD") which displays clearly and fully each and every use of the Licensed Marks on such product has been offered to Licensor for inspection. Licensee shall notify Licensor when such prototypes or CADs are available for inspection at Licensee's offices in New York ("Notification of Prototype Availability") and Licensor shall, within ten (10) business days complete its inspection. At the inspection, or at an inspection to be held within fifteen (15) business days after receipt by Licensor of CADs as provided the request for belowapproval of such substantially new Trust Product), Licensee shall make available representative samples of tags, labels, packaging any or all information relating to such substantially new Trust Product (including cartons, containersbut only to the extent that such information is reasonably related to Licensor's quality standards under this Agreement; and in any case such information to be held confidential and not used by Licensor for any purpose other than its review hereunder), and wrapping (ii) specimens or packing materialnew mechanical artwork for Corporate Materials that Licensee intends to use with such substantially new Trust Product. After Licensor has rendered its written approval (which may be withheld only if such substantially new Trust Product or Corporate Material would (x) and other advertising, promotional or display materials or stationery, sale, documents and other items bearing or using the ▇▇▇▇. Licensor shall, within five (5) business days of implementing its inspection, notify Licensee in writing of any product that Licensor believes fails to meet the terms and conditions of this Agreement including fall below the standards set forth in Exhibit A Section 2.a hereof or ("Disputed Garments"). To y) be likely to cause market confusion or be materially misleading to the extent Licensee intends to rely upon CADsrelevant purchasing or investing public, Licensee mayassociate an RFS Trademark or Corporate Trademark with a product or service other than a Trust Product, at its option, ship such CADs be materially derogatory to Licensor for or any of its review. Under these circumstancesAffiliates or any other Person, or otherwise materially reflect negatively on or materially adversely affect Licensor shall, within ten (10) business days or any of receipt of such materials, notify Licensee in writing of its Affiliates or any Disputed Garments. In the event there are Disputed Garments, Licensor and Licensee shall then meet to resolve any differences concerning such Disputed Garment and if, after five (5) business days, no resolution has been reachedRFS Trademark or Corporate Trademark), the matter may be submitted to arbitration according to the procedures set forth in Exhibit H1. Pending resolution of any such arbitration, Licensee shall not manufacture, distribute or sell any such Disputed Garments. Licensor's failure to approve or disapprove any such prototype or CAD, within thirteen (13) business days of notification then-approved Trust Products and Corporate Materials shall be deemed approval of the standard for such prototype Trust Products and Corporate Materials marketed, distributed or CAD. Licensee shall provide Licensor with a set of prototype garments, CADs or salesperson's samples of each such garment, each in typical or representative color, and each accompanied by a list of colors (by references to Pantone or other technical specification) expected to be used in production, within ten (10) business days of Notification of Prototype Availability. Subject to the express requirements of Exhibit A and Exhibit B, nothing in this Agreement is intended to give Licensor any rights to approve or specify the apparel styling, design, patterns, art work or colors of Licensed Productssold thereafter.
g. Licensee shall adhere to all prototypes, or CADs reviewed by Licensor. Any minor departure or variance from such prototypes or CADs as to any of the requirements or limitations in Exhibit A and Exhibit B, including but not limited to any change of logo design, must receive c. Without the prior written approval of Licensor, which Licensee shall not be unreasonably withheld. Prior to use any RFS Trademark or Corporate Trademark in connection with any Trust Products or any Corporate Materials that deviate substantially from the approved standard.
d. Licensor acknowledges that if Licensor does not express its disapproval of any Corporate Materials within ten (10) business days, or any substantially new Trust Product within twenty (20) business days, of the receipt of written notice and description thereof (and substantially all of the information requested pursuant to Section 2.b hereof), Licensor shall be deemed to have given Licensee its written approval thereof. If Licensor does not approve any such Trust Products or Corporate Materials, the reason for disapproval shall be explained in writing to Licensee.
e. From time to time (but not more often than semiannually), at Licensor's approval, Licensee may, solely reasonable written request and at its own risk and without prejudice to Licensorexpense, take orders for and/or manufacture such Licensed Products. Should a dispute arise between the parties over such products requiring arbitration, the parties agree that the arbitrator shall not be advised that such garments have been manufactured or that orders have been placed or taken therefor.
h. Licensee shall notify Licensor in writing regarding any change to Licensee's business that would materially affect the rights, obligations and benefits of Licensor under this Agreement. Licensor shall notify Licensee in writing regarding any change to Licensor's or Hugo Boss' business that would materially affect the rights, obligations and/or benefits of Licensee under this Agreement. The parties acknowledge and agree that any and all information made available in any form to the other party under this Section 4(h) shall be subject in all respects to Section 24(a) hereof concerning confidentiality and that neither party will trade in violation of applicable U.S. securities laws on any such information which has not been publicly disclosed.
i. Licensee agrees not to manufacture, export, import, ship or distribute from or to any country in the Manufacturing Territory, nor give its permission to any third party to manufacture, export, import, ship or distribute from or to any country in the Manufacturing Territory, Substandard Licensed Products without the prior written approval of Licensor. Substandard Licensed Products shall be defined as damaged or defective merchandise, irregulars, raw material seconds, made-up merchandise, and any products not meeting the quality standards set forth in Section 4(a) above or the logo standards set forth in Exhibit A. Nothing in this Agreement is intended to prevent Licensee from manufacturing or selling seconds and irregulars in the normal and ordinary course of business, consistent with the past practices of Licensee in this regard.
j. Upon Licensor's written request, Licensee shall furnish without cost to Licensor a reasonable number of random production samples per year of each Licensed Product being manufactured by or on behalf of Licensee hereunder, together with samples of each tag, label, carton, container and packing or wrapping material used in connection therewith.
k. Licensee shall submit to Licensor any trademarka list and summary description of all Trust Products and Corporate Materials then used, service ▇▇▇▇marketed, logo distributed or name which is sold by Licensee to the extent such Trust Products or Corporate Materials have not been included on a prior list provided to Licensor in response to an earlier request under this Section 2.e.
f. The Licensee acknowledges and agrees that Licensor may inspect, or cause to be used in connection with the Licensed Products other than those referenced in Exhibit A. Licensor shall have the rightinspected, in its sole at reasonable discretion, to refuse to permit the use of any such trademarks, service marks, logos or names.
l. Licensee shall not use the stitching designs for clothing pockets as depicted in Exhibit E on jeans, trousers, shirts, skirts, dresses, shorts, overalls, jackets, hats or vests or manufacture or distribute any Licensed Products using any pocket stitching design which infringes the designs set forth in Exhibit E. Prior to use, Licensee may submit to Licensor for approval other stitching designs for use on clothing pockets on such garments. In the event Licensee elects not to submit stitching to Licensor for approval Licensee shall indemnify, defend and hold harmless Licensor from and against any and all claims, liabilities and expenses, including reasonable attorney's fees, disbursements and other charges relating to Licensee's use of such unapproved stitching designs.
m. Licensor and its representatives may, from time to time times during all reasonable normal business hours and with prior upon reasonable notice (but not more often than (x) annually during such time as Licensor and Licensee are sharing office space or (y) semi-annually during such time as Licensor and Licensee are not sharing office space), each of Licensee's facilities at which Trust Products are then being marketed, distributed or sold.
g. The Licensee agrees that it shall incorporate provisions consistent with this Agreement into any new agreements, and shall use commercially reasonable efforts to Licensee, inspect the operations and facilities of Licensee do so with respect to this Agreementany existing agreements, with any third parties whom Licensee may employ or contract to market, distribute or sell any Trust Products using the RFS Trademarks or the Corporate Trademarks.
Appears in 1 contract
STANDARDS AND INSPECTION. a. The parties acknowledge and agree that great value is placed on the Licensed Marks and the goodwill associated therewith, that the consuming public and the industry now associate the Licensed Marks with products of consistently high quality, and that the terms and conditions of this Agreement are necessary and reasonable to assure the consuming public and the industry that all Licensed Products sold hereunder are of the same consistently high quality as Licensed Products previously sold by Licensee. Accordingly, Licensee agrees that all Licensed Products shall be substantially equivalent, in terms of quality, to the products manufactured by Licensee for sale during the Spring and Fall 1996 seasons. Licensor acknowledges that the products bearing the word BOSS manufactured by Licensee for sale during the 1996 Spring and Fall seasons were of sufficiently high quality standards as required by this paragraph. If any Licensed Products fail to conform to the aforementioned quality standards, upon notification from Licensor, Licensee shall discontinue any and all manufacture, shipments and distribution of such non-conforming Licensed Products. For purposes of this Agreement, the parties acknowledge that the quality standards apply only to the sewing, construction and fabric of the Licensed Products.
b. Licensee agrees to use, in connection with the Licensed Products only, labels, tags, signs, banners, stationery, order forms, business cards and other forms of identification for such products which are consistent with the terms of Exhibit A and Exhibit A2. Licensee agrees that it shall not use the name BOSS in any corporate, partnership or other trade name or as a form of entity identification. Licensee shall not use the word BOSS or authorize any third party to use the word BOSS in connection with the name of any store or retail establishment; provided that nothing in this Section shall be construed as prohibiting use of the Licensed Marks in shop-within-a-shop situations. Licensee may continue its factory outlet operations in proximity to its distribution facilities which are currently located in Milford, Delaware; provided, however, that the word BOSS shall not be used in or as part of the name of the store. Licensee agrees to provide Licensor with written notice of any change in the location of such factory outlet. To the extent Licensee uses and/or provides design layouts and/or fixtures for use in stores or retail establishments, it shall not use design layouts and/or fixtures which are or have been primarily associated with products distributed by Hugo Boss or its other licensees, except those which are traditional or standard in the industry.
c. For each Designated Manufacturer not previously disclosed to Licensor under the FMRA, Licensee shall notify Licensor, in writing, of the identities of each Designated Manufacturer(s) (including full business name and address), and the locations of all manufacturing, processing and storage facilities in the Manufacturing Territory in which the Licensee or the Designated Manufacturer(s) is manufacturing, processing or storing or intends to manufacture, process or store Licensed Products which is currently manufacturing Licensed Products for Licensee in the Manufacturing Territory. Within thirty (30) days of placing any order for the manufacture of any Licensed Products with a Designated Manufacturer not previously identified to Licensor, Licensee shall notify Licensor, in writing, of the identity of such new Designated Manufacturer, (including full business name and address) and within thirty (30) days after placing any order (other than an initial order for 24,000 units or less) with any such Designated Manufacturer, the locations of all manufacturing, processing and storage facilities in the Manufacturing Territory in which the Licensee or the Designated Manufacturer is manufacturing, processing or storing or intends to manufacture, process or store Licensed Products. Licensee shall, from time to time, provide Licensor promptly with additional such locations as they are utilized. Licensor and its representatives may from time to time, during all reasonable business hours and with prior reasonable notice to Licensee, inspect the operations and facilities of Licensee, the Designated Manufacturer(s) and their agents with respect to performance under this Agreement.
d. Licensee agrees that it shall comply with all applicable labeling and other laws affecting the manufacture, storage, shipment, labeling and sale of the Licensed Products pursuant to the terms of this Agreement, and at all times otherwise conduct its activities under this Agreement in a lawful manner.
e. The parties agree that they will not, without the written consent of the other, knowingly seek to obtain products from each other's manufacturers in the Manufacturing Territory or otherwise interfere in each other's lawful relationships with any manufacturers in the Manufacturing Territory.
f. In order to ensure that Licensor is fully aware of all products Licensee may manufacture in the Manufacturing Territory, Licensee shall not sell or distribute any Licensed Product manufactured, sold or distributed anywhere in the world, unless and until a prototype or a Computer Assisted Design ("CAD") which displays clearly and fully each and every use of the Licensed Marks on such product has been offered to Licensor for inspection. Licensee shall notify Licensor when such prototypes or CADs are available for inspection at Licensee's offices in New York ("Notification of Prototype Availability") and Licensor shall, within ten (10) business days complete its inspection. At the inspection, or at an inspection to be held within fifteen (15) business days after receipt by Licensor of CADs as provided for below, Licensee shall make available representative samples of tags, labels, packaging (including cartons, containers, and wrapping or packing material) and other advertising, promotional or display materials or stationery, sale, documents and other items bearing or using the ▇▇▇▇Mark. Licensor shall, within five (5) business days of implementing its inspection, notify Licensee in writing of any product that Licensor believes fails to meet the terms and conditions of this Agreement including the standards set forth in Exhibit A ("Disputed Garments"). To the extent Licensee intends to rely upon CADs, Licensee may, at its option, ship such CADs to Licensor for its review. Under these circumstances, Licensor shall, within ten (10) business days of receipt of such materials, notify Licensee in writing of any Disputed Garments. In the event there are Disputed Garments, Licensor and Licensee shall then meet to resolve any differences concerning such Disputed Garment and if, after five (5) business days, no resolution has been reached, the matter may be submitted to arbitration according to the procedures set forth in Exhibit H1. Pending resolution of any such arbitration, Licensee shall not manufacture, distribute or sell any such Disputed Garments. Licensor's failure to approve or disapprove any such prototype or CAD, within thirteen (13) business days of notification shall be deemed approval of such prototype or CAD. Licensee shall provide Licensor with a set of prototype garments, CADs or salesperson's samples of each such garment, each in typical or representative color, and each accompanied by a list of colors (by references to Pantone or other technical specification) expected to be used in production, within ten (10) business days of Notification of Prototype Availability. Subject to the express requirements of Exhibit A and Exhibit B, nothing in this Agreement is intended to give Licensor any rights to approve or specify the apparel styling, design, patterns, art work or colors of Licensed Products.
g. Licensee shall adhere to all prototypes, or CADs reviewed by Licensor. Any minor departure or variance from such prototypes or CADs as to any of the requirements or limitations in Exhibit A and Exhibit B, including but not limited to any change of logo design, must receive the prior written approval of Licensor, which shall not be unreasonably withheld. Prior to receipt of Licensor's approval, Licensee may, solely at its own risk and without prejudice to Licensor, take orders for and/or manufacture such Licensed Products. Should a dispute arise between the parties over such products requiring arbitration, the parties agree that the arbitrator shall not be advised that such garments have been manufactured or that orders have been placed or taken therefor.
h. Licensee shall notify Licensor in writing regarding any change to Licensee's business that would materially affect the rights, obligations and benefits of Licensor under this Agreement. Licensor shall notify Licensee in writing regarding any change to Licensor's or Hugo Boss▇▇▇▇ ▇▇▇▇' business that would materially affect the rights, obligations and/or benefits of Licensee under this Agreement. The parties acknowledge and agree that any and all information made available in any form to the other party under this Section 4(h) shall be subject in all respects to Section 24(a) hereof concerning confidentiality and that neither party will trade in violation of applicable U.S. securities laws on any such information which has not been publicly disclosed.
i. Licensee agrees not to manufacture, export, import, ship or distribute from or to any country in the Manufacturing Territory, nor give its permission to any third party to manufacture, export, import, ship or distribute from or to any country in the Manufacturing Territory, Substandard Licensed Products without the prior written approval of Licensor. Substandard Licensed Products shall be defined as damaged or defective merchandise, irregulars, raw material seconds, made-up merchandise, and any products not meeting the quality standards set forth in Section 4(a) above or the logo standards set forth in Exhibit A. Nothing in this Agreement is intended to prevent Licensee from manufacturing or selling seconds and irregulars in the normal and ordinary course of business, consistent with the past practices of Licensee in this regard.
j. Upon Licensor's written request, Licensee shall furnish without cost to Licensor a reasonable number of random production samples per year of each Licensed Product being manufactured by or on behalf of Licensee hereunder, together with samples of each tag, label, carton, container and packing or wrapping material used in connection therewith.
k. Licensee shall submit to Licensor any trademark, service ▇▇▇▇mark, logo or name which is to be used in connection with the Licensed Products other than those referenced in Exhibit A. Licensor shall have the right, in its sole reasonable discretion, to refuse to permit the use of any such trademarks, service marks, logos or names.
l. Licensee shall not use the stitching designs for clothing pockets as depicted in Exhibit E on jeans, trousers, shirts, skirts, dresses, shorts, overalls, jackets, hats or vests or manufacture or distribute any Licensed Products using any pocket stitching design which infringes the designs set forth in Exhibit E. Prior to use, Licensee may submit to Licensor for approval other stitching designs for use on clothing pockets on such garments. In the event Licensee elects not to submit stitching to Licensor for approval Licensee shall indemnify, defend and hold harmless Licensor from and against any and all claims, liabilities and expenses, including reasonable attorney's fees, disbursements and other charges relating to Licensee's use of such unapproved stitching designs.
m. Licensor and its representatives may, from time to time during all reasonable business hours and with prior reasonable notice to Licensee, inspect the operations and facilities of Licensee with respect to this Agreement.
Appears in 1 contract