EXHIBIT 10.13
LICENSE AGREEMENT
THIS AGREEMENT ("Agreement") is made as of the 13th day of May 1999, by
and between Famous Fixins, Inc. ('Licensee"), a corporation organized under
the laws of the State of New York, having its principal place of business at
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, and Jake "The Snake"
Enterprises ("Licensor"), a corporation organized under the State of Arizona,
having its principal place of business at ________________________________.
WHEREAS, Licensee manufactures celebrity food products and has been
granted the exclusive right to the use of the name and likeness of Licensor
on and in connection with the development, manufacture, distribution,
promotion, and sale of a line of cereal products named "Jake's Flakes"
endorsed by Licensor ("the Products").
NOW THEREFORE, in consideration of the mutual promises and undertakings
contained herein, and for other good and valuable consideration the receipt
of which is hereby acknowledged, the parties agree as follows:
1. Grant of License. Licensor hereby grants Licensee the right to
use the name, photograph, characterization, likeness, voice, image, and
biographical data of Licensor, and the trademarks, logos, copyrights and all
other authorized material owned or controlled by the Licensor (the "Licensed
Subject Matter") in connection with the development, manufacture,
distribution, promotion, and sale of the Products ("the License"), This
License shall be effective worldwide from the date of this executed contract
until terminated m accordance with the terms and conditions of Paragraphs 8
or 9 of this Agreement ("the licensed term").
2. Licensee's Obligations. Licensee agrees to develop, manufacture,
distribute, promote, and sell the Products, provided, ha that Licensee shall
in its sole and absolute discretion have the right to determine: (a) the
type and quantity of Products developed and manufactured; (b) the markets in
which the Products are distributed and sold; (c) the manner of distribution
and sale of the Products; and (d) the volume and nature of advertising for
the Products, Licensee shall pay all costs and expenses in connection with
the development promotion, manufacturing, packaging, shipping, distribution,
sales and promotion of the Products. All rights, titles, and interests in
and to the Products, their formulae and secret ingredients, and their
packaging and labeling shall be, and they are specifically and entirely,
reserved to Licensee and may be fully exploited without regard to the extent
to which such rights may be competitive with this Agreement or the rights
granted hereunder. No cross promotions, or commercial tie-ins with other
products or premium items can be implemented without the expressed written
consent of Licensor.
3. Licensor's Obligations. Licensor shall supply the Licensed Subject
Matter and personal appearance for the purposes of a press conference at the
reasonable request of Licensee to assist in the promotion of the Products.
All services will be rendered on mutually agreeable dates and locations. Any
additional participation is at the sole discretion of Licensor. Any
reasonable transportation expenses incurred at such appearances will be the
responsibility of Licensee. Licensee shall further Licensee with sufficient
information about the Licensor's schedule to adequately plan its promotions
and sales programs. Any and all publicity regarding the Products shall be
issued only by Licensee, subject to prior approval by Licensor ,which shall
not be unreasonable withheld.
4. Quality Assurance. Licensee agrees that all use of the Licensed
Subject Matter shall be only upon the Products manufactured by or for
Licensee in accordance with quality standards approved by Licensor prior to
the commencement of manufacturing of the Products. Licensee shall submit for
Licensor's approval the packaging design, advertising material and all other
materials to be used in connection with the Products, which approval shall
not be unreasonably delayed or withheld.
5. Compensation. For full and complete compensation to Licensor for
entering into and performing the terms and conditions of the Agreement, and
provided that Licensor completely perform his obligations hereunder, Licensee
shall pay Licensor a license fee (the "Licensing Fee") in an amount equal to
[__________] percent ([__]%) of all monies received by Licensee as revenue
derived from the sale of the Products ("Gross Receipts"). Licensor will also
receive [__________] percent ([___]%) of net profits (Gross Sales less the
cost of goods sold) derived from the sale of merchandise from the back panel
or elsewhere on the packaging or promotional materials of the Products.
Licensor, or a third-party supplier designated by Licensor, shall have the
first right to supply such merchandise, provided however, that Licensor or his
designated supplier is competitive with bona fida offers available to Licensee
from other suppliers with respect to any material conditions established by
Licensee including, price, quality and delivery schedules for such
merchandise. In addition, as further consideration for this Agreement,
Licensor has received a warrant to purchase [_______] shares of the Company's
unregistered common at the purchase price of $[____] per share (the "exercise
price") with an expiration date of five (5) years from the date hereof.
6. Accounting. Licensee shall render a detailed accounting to
Licensor on. a quarterly basis within 60 days after the first day of January,
April, July, and October. Each accounting shall show both quarterly and
cumulative Gross Receipts for the Products and shall be accompanied by the
payment in full then due to the Licensor. Licensor, or Licensor's
representative shall have the right at all reasonable times to inspect and
make copies of the books and records of company, at Licensor's expense, in so
far as they relate to the computation of royalties to be paid to Licensor
thereunder and the shipment of endorsed products and related merchandise
pursuant to this agreement.
7. Insurance. Licensee maintains $8,000,000 in product liability
insurance, which cover all products produced by Licensee bearing Licensor's
name and likeness. Licensee will name Licensor as a additional insured to
its product liability insurance policy.
8. Licensor Termination. Licensor may terminate this Agreement upon
forty-five (45) days written notice if (a) Licensee breaches a material term
of this Agreement and fails to remedy said breach within thirty (30) days of
its receipt of written notice of the breach; (b) Licensee becomes insolvent
or files a petition in bankruptcy; (c) quality standards as required by
industry are not met or (d) Licensee permanently discontinues production of
the Products.
9. License Termination. Licensee may terminate this agreement upon
forty-five (45) days written notice if (a) Licensor breaches a material term
of this Agreement and fails to remedy said breach within @ (30) days of his
receipt of written notice of the breach; (b) Licensor becomes insolvent or
files a petition in bankruptcy; (c) Licensee determines, in its sole and
absolute discretion, to discontinue production and distribution of the
Products; (d) Licensor becomes the subject of public dispute or scandal that
affects Licensor's image. All royalties due to Licensor up to the date of
termination will be paid to Licensor
10. Indemnification. The parties hereto shall indemnify, defend,
protect, and save and hold each other harmless from and against any and all
actions, claims, suits, losses, judgements, penalties, liabilities, damages,
costs and expenses, including, without limitation, reasonable attorney's fees
and court costs, of whatever kind and nature imposed on, incurred by, or
asserted, made, brought or made against each other arising out of a party's
breach of any of its representations, warranties, or obligations made
pursuant to this agreement, or through the negligence or intentional acts of
its officers, directors, employees, or representatives, or including product
liability.
11. Assignment. Neither Licensor nor Licensee shall assign this
Agreement without the prior written consent of the other party, except that
Licensee shall have the right to assign this Agreement to any wholly owned
subsidiary, or to any person, firm, or corporation owning or acquiring a
substantial portion of Licensee's stock or assets. Licensee will remain
liable for Licensor's royalty if not paid by assignee.
12. Notices. Any notice to be hereunder shall be made in writing and
shall be sent by certified U.S. mail, return receipt requested, postage paid.
All notices to Licensor shall be sent to ▇▇▇▇ ▇▇▇▇▇▇▇, c/o ISI ▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. All notices to Licensee shall
be sent to ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
13. Relationship of the Parties. Nothing in this Agreement shall be
construed to (a) give either party the power to direct or control the day to
day activities of the other; (b) constitute the parties as partners, joint
ventures, co-owners, or otherwise as participants in a joint and common
undertaking; or (c) constitute Licensor, its agents, or employees as the
agents or employees of Licensee or to grant them any power or authority to
act for, bind or otherwise create any obligation on behalf of Licensee for
any purposes whatsoever.
14. Governing Law and Jurisdiction. This Agreement shall be
construed and enforced in the County of New York in accordance with the laws
of the State of New York. In the event of any action, suit, or proceeding
concerning, arising out of, or based upon this Agreement brought by either
party against each other, the prevailing party shall be entitled to recover
from the other its reasonable attorney's fees in connection therewith m
addition to the costs of such action, suit or proceeding.
15. Entire Agreement. This Agreement so forth the entire
understanding of the parties with respect to the subject matter. No waiver,
modification, or addition to this Agreement shall be valid unless reduced to
writing and signed by both parties. If any provision of this Agreement shall
be held void, voidable, invalid, or inoperative, no other provision of this
Agreement shall be affected as a result thereof, and, accordingly, the
remaining provisions of this Agreement shall remain in full force and effect
as though such void, voidable, invalid, or inoperative provision had not been
contained therein. Notwithstanding the foregoing, in the event any provision
provision is held void, voidable, invalid, or inoperative and impairs
Licensee's right to manufacture, distribute, promote, or sell the Products,
then Licensee may, upon notice to Licensor, terminate this Agreement.
IN WITNESS WHEREOF, the parties have executed this agreement in New
York New York, on this day and year first above written.
LICENSEE: FAMOUS FIXINS, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇, President
LICENSOR: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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