EXHIBIT 10.1*
LICENSE AGREEMENT
By and between :
LACOSTE S.A., a French corporation organized and existing under the laws of
France whose registered office and principal place of business is located at 8,
rue de Castiglione, 75001 Paris (France), represented by its President Directeur
General, Monsieur Michel LACOSTE.
hereinafter referred to as "LACOSTE",
SPORLOISIRS S.A., a Swiss corporation organized and existing under the laws of
Switzerland whose registered office and principal place of business is located
at 8, rue Muzy, 1207 Geneva (Switzerland), represented by its Directors,
Monsieur Michel LACOSTE and Monsieur Daniel VOLLENWEIDER.
hereinafter referred to as "SPL",
LACOSTE ALLIGATOR S.A., a Swiss corporation organized and existing under the
laws of Switzerland whose registered office and principal place of business is
located at 8, rue Muzy, 1207 Geneva (Switzerland), represented by its Directors,
Monsieur Michel LACOSTE and Monsieur Daniel VOLLENWEIDER.
hereinafter referred to as "LCA",
all three together hereinafter referred to as the "LICENSOR",
and :
MGI LUXURY GROUP, S.A., a company organized and existing under the laws of
Switzerland whose registered office and principal place of business is located
at 35 rue de Nidau, CH-2501 Bienne (Switzerland), acting on its behalf and on
behalf of the entities controlling, controlled by MGI LUXURY GROUP, S.A. or
under common control with MGI LUXURY GROUP, S.A., represented by its Directors,
Mr. Kurt BURKI and Mr. Richard COTE
hereinafter referred to as the "MASTER LICENSEE".
* CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED FROM PAGES 8, 37,
38, 41, 42, 45, 49 - 51, 54, 55, 61, 63, 66, SCHEDULE XI (PAGES 7 - 39, 41
- 57, 61), AND SCHEDULES XIV AND XV AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED ("1934 ACT").
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WITNESSETH :
WHEREAS, the LICENSOR has created and developed over a period of many years a
well known and distinctive line of articles of sports and leisure apparel for
men, women and children for sport and leisure (the "LACOSTE APPAREL PRODUCTS",
as such term is hereinafter defined); and
WHEREAS, in addition to the LACOSTE APPAREL PRODUCTS, the LICENSOR has created
and developed other lines of products such as toiletries, sunglasses and frames
for optical glasses, leisure and sports bags, leathergoods products, shoes,
terry towels, bath towels, bath robes, household linen, umbrellas, belts (the
"OTHER LACOSTE PRODUCTS", as such term is hereinafter defined); and
WHEREAS, the LICENSOR has also contributed to the creation and the development
of a line of watches and time-keeping devices (the "LACOSTE WATCHES", as such
term is hereinafter defined. And whereas the LICENSOR is actively researching
and developing other new products; and
WHEREAS, the LACOSTE APPAREL PRODUCTS, the OTHER LACOSTE PRODUCTS, as well as
the LACOSTE WATCHES, which are characterized by an emblem consisting of the
pictorial representation of an alligator or a crocodile (the "CROCODILE", as
such term is hereinafter defined), are renowned and sold world-wide under the
trade names of "LA CHEMISE LACOSTE", "CHEMISE LACOSTE" or "LACOSTE", the word
"LACOSTE" recalling the name of Rene Lacoste the famous tennis champion who
invented the original shirt, and the CROCODILE recalling his nickname on the
tennis courts; and
WHEREAS, the LACOSTE APPAREL PRODUCTS, the OTHER LACOSTE PRODUCTS and the
LACOSTE WATCHES are manufactured and/or distributed by partners selected by the
LICENSOR; and
WHEREAS, the MODELS (as such term is hereinafter defined) making up the lines of
the LACOSTE WATCHES together with their specifications shall be the property of
the LICENSOR to be used exclusively by the MASTER LICENSEE within the scope of
this MASTER AGREEMENT (as such term is hereinafter defined), it being understood
however that certain elements of the MODELS may, in certain circumstances,
belong either to third parties or, in the case of elements previously used by
MASTER LICENSEE, to MASTER LICENSEE; and
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WHEREAS, in order to protect its rights, the LICENSOR has registered, directly
or indirectly, its trademarks (the "LACOSTE TRADEMARKS", as such term is
hereinafter defined) world-wide, the principal representations of which are
appended hereto as Schedule I; and
WHEREAS, the ownership of such registrations ensures the LICENSOR a clear
exclusive right to use or license the right to use the LACOSTE TRADEMARKS for
many different classes of products (including class 14 of the international
classification, for watches and watches' accessories) in most countries around
the world; and
WHEREAS, despite its ownership of the LACOSTE TRADEMARKS, the LICENSOR is not
however in a position to warrant without limitation unimpeded use of all the
LACOSTE TRADEMARKS in certain countries, due (a) to the existence of conflicting
registrations (in particular in various far-east Asian jurisdictions, amongst
which the People's Republic of China), or (b) to the lack of registration of
certain of the LACOSTE TRADEMARKS, or (c) to the specificities and uncertainties
generally associated with trademark law in certain jurisdictions; and
WHEREAS, the LACOSTE TRADEMARKS in the countries listed in Schedule IV.a are the
property of LACOSTE; and
WHEREAS, the LACOSTE TRADEMARKS in the countries listed in Schedule IV.b are the
property of SPL; and
WHEREAS, the LACOSTE TRADEMARKS in the countries listed in Schedule IV.c are the
property of LCA; and
WHEREAS, through the development of the different lines of the LACOSTE APPAREL
PRODUCTS, OTHER LACOSTE PRODUCTS and LACOSTE WATCHES, the LICENSOR has acquired
a significant know-how in the fields of their styling, marketing and
merchandising, advertising and promotion (the "STYLING KNOW-HOW", the "MARKETING
AND MERCHANDISING KNOW-HOW", and the "ADVERTISING AND PROMOTION KNOW-HOW", as
such terms are hereinafter defined); and
WHEREAS, the MASTER LICENSEE is a company specialized in the creation,
development, manufacture, distribution, marketing, merchandising, advertising,
promotion and sale of watches and time-keeping devices, and has acquired a
significant know-how in such fields (the "WATCHES KNOW-HOW", as such term is
hereinafter defined); and
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WHEREAS, in view of the world-wide development of the sales of the LACOSTE
APPAREL PRODUCTS, OTHER LACOSTE PRODUCTS and LACOSTE WATCHES, it is more than
ever necessary, in the best interest of all the licensees of the LACOSTE
TRADEMARKS, that without interfering in the running of their day-to-day
business, the LICENSOR be able to maintain the standards and quality of the
LACOSTE TRADEMARKS IMAGE (as such term is hereinafter defined), particularly in
coordinating the styling, the marketing and the merchandising, the advertising
and the promotion of all LACOSTE APPAREL PRODUCTS, OTHER LACOSTE PRODUCTS and
LACOSTE WATCHES; and
WHEREAS, in order to guarantee the authenticity of its creations and to ensure
the homogeneity of their distribution at an international level, the LICENSOR
has implemented selective distribution systems wherever and whenever
practicable, so as to allow all its licensees and distributors to select and
approve their retailers on the basis of objective criteria both with respect to
quality and sales techniques; and
WHEREAS, the selective distribution systems implemented by the LICENSOR in
connection with the LACOSTE APPAREL PRODUCTS consist of the "APPROVED APPAREL
RETAILERS" SELECTIVE DISTRIBUTION SYSTEM (as such term is hereinafter defined)
and of the "LACOSTE BOUTIQUES AND LACOSTE CORNERS" SELECTIVE DISTRIBUTION SYSTEM
(as such term is hereinafter defined); and
WHEREAS, the selective distribution systems implemented by the LICENSOR in
connection with each of the OTHER LACOSTE PRODUCTS incorporate, in addition to
approved retailers, and for certain categories of OTHER LACOSTE PRODUCTS, a
certain number of shops and special locations in shops dedicated to the sale of
such OTHER LACOSTE PRODUCTS; and
WHEREAS, the selective distribution system implemented by the LICENSOR in
connection with the LACOSTE WATCHES incorporates APPROVED WATCHES RETAILERS; and
WHEREAS, pursuant to an agreement as amended and presently in force which shall
terminate on December 31, 2006, (such agreements being the "PRIOR AGREEMENT", as
such term is hereinafter defined), the LICENSOR has granted to VIMONT S.A., a
Swiss corporation organized and existing under the laws of Switzerland whose
registered office and principal place of business is located at 40,
Karlneuhausstrasse, 2502 Bienne (Switzerland) ("VIMONT", as such term is
hereinafter defined)
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certain rights in connection with the creation, development, manufacture,
distribution, marketing, merchandising, advertising, promotion and sale of the
LACOSTE WATCHES; and
WHEREAS, the LICENSOR wishes to develop world-wide the manufacture and the
distribution of the LACOSTE WATCHES; and
WHEREAS, the MASTER LICENSEE wishes to obtain from the LICENSOR in the TERRITORY
(as such term is hereinafter defined) a license allowing it to create,
manufacture, promote, market, sell and distribute the LACOSTE WATCHES through
its LACOSTE WATCHES SELECTIVE DISTRIBUTION SYSTEM (as such term is hereinafter
defined), and to use also the STYLING KNOW-HOW, the MARKETING AND MERCHANDISING
KNOW-HOW and the ADVERTISING AND PROMOTION KNOW-HOW of the LICENSOR; and
WHEREAS, the MASTER LICENSEE is willing to commit the resources and make the
necessary investments to create, develop, manufacture, promote, market, sell and
distribute the LACOSTE WATCHES; and
WHEREAS, the LICENSOR is willing to grant to the MASTER LICENSEE the necessary
rights in connection with the creation, development, manufacture, distribution,
marketing, merchandising, advertising, promotion and sale of the LACOSTE WATCHES
under the terms and conditions of this MASTER AGREEMENT (as such term is
hereinafter defined).
THE PARTIES HEREBY AGREE AS FOLLOWS :
ARTICLE 1 - DEFINITIONS
As used herein, the following terms shall be defined as set forth below :
1.1 "LACOSTE" shall mean LACOSTE S.A., a French corporation organized and
existing under the laws of France whose registered office and principal
place of business is located at 8, rue de Castiglione, 75001 Paris
(France), acting on its behalf and on behalf of the companies controlled by
LACOSTE S.A. with the exception of SPL and LCA.
1.2 "SPL" shall mean SPORLOISIRS S.A., a Swiss corporation organized and
existing under the laws of Switzerland whose registered office and
principal place of business
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is located at 8, rue Muzy, 1207 Geneva (Switzerland), acting on its behalf
and on behalf of the companies controlled by SPORLOISIRS S.A. with the
exception of LACOSTE and LCA.
1.3 "LCA" shall mean LACOSTE ALLIGATOR S.A., a Swiss corporation organized and
existing under the laws of Switzerland whose registered office and
principal place of business is located at 8, rue Muzy, 1207 Geneva
(Switzerland), acting on its behalf and on behalf of the companies
controlled by LACOSTE ALLIGATOR S.A. with the exception of LACOSTE and SPL.
1.4 "LICENSOR" shall mean LACOSTE, SPL and LCA taken all three together or (as
the case may be) any one of them.
1.5 "MASTER LICENSEE" shall mean MGI LUXURY GROUP, S.A., a company organized
and existing under the laws of Switzerland whose registered office and
principal place of business is located at 35 rue de Nidau, CH-2501, Bienne
(Switzerland), acting on its behalf and on behalf of the entities
controlling, controlled by MGI LUXURY GROUP, S.A. or under common control
with MGI LUXURY GROUP, S.A.
1.6 "VIMONT" shall mean VIMONT S.A., a Swiss corporation organized and existing
under the laws of Switzerland whose registered office and principal place
of business is located at 40, Karlneuhausstrasse, 2502 Bienne
(Switzerland), acting on its behalf and on behalf of the companies
controlled by VIMONT S.A. or under common control with VIMONT S.A.
1.7 "MASTER AGREEMENT" shall mean the present LICENSE AGREEMENT.
1.8 "PRIOR AGREEMENT" shall mean the agreement as amended and presently in
force and which will terminate on December 31, 2006, as applicable,
pursuant to which the LICENSOR has granted to VIMONT certain rights in
connection with the creation, development, manufacture, distribution,
marketing, merchandising, advertising, promotion and sale of the LACOSTE
WATCHES.
1.9 "DEVANLAY" shall mean the worldwide exclusive licensee of the LICENSOR for
LACOSTE APPAREL PRODUCTS.
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1.10 "LACOSTE APPAREL PRODUCTS DISTRIBUTOR" shall mean those parties in certain
countries to which the distribution of the LACOSTE APPAREL PRODUCTS in such
countries has been granted by DEVANLAY.
1.11 "CROCODILE" shall mean the pictorial representation of an alligator or a
crocodile as depicted Schedule II.
1.12 "LACOSTE TRADEMARKS" shall mean any or all trademarks relating to the name
"Lacoste" and/or the CROCODILE owned by the LICENSOR depicted in Schedule
I, as listed in Schedule III.
1.13 "LACOSTE TRADEMARKS IMAGE" shall mean the presently existing identification
in the principal markets where the LACOSTE APPAREL PRODUCTS, the OTHER
LACOSTE PRODUCTS and the LACOSTE WATCHES are distributed, between the
LACOSTE TRADEMARKS and good taste, authenticity, quality, functionality,
modernity, elegance, high-end sports and leisure, however at competitive
quality/price ratios. The LACOSTE TRADEMARKS IMAGE shall be judged in
relation to all the elements making up the perception by the consumer of
the LACOSTE WATCHES as to their style, quality, price, marketing and
merchandising, advertising and promotion.
1.14 "LICENSED TRADEMARKS" shall mean the trademark Lacoste, the Crocodile and
such of the other LACOSTE TRADEMARKS, if any, which are to be used by the
MASTER LICENSEE in the TERRITORY as will be specified by the LICENSOR on a
country by country basis according to the provision of Article 12.1
hereinafter in connection with the creation, development, manufacture,
distribution, marketing, merchandising, advertising, promotion and sale of
the LACOSTE WATCHES.
1.15 "LACOSTE WATCHES" shall mean the watches and time-keeping devices belonging
to class 14 of the Classification Internationale des Produits et des
Services (as listed in Schedule V) as well as any accessory thereto
(straps, cases, etc.), packaging and wrapping bearing the LICENSED
TRADEMARK manufactured and marketed by the MASTER LICENSEE itself and/or
under its control and responsibility under the terms of this MASTER
AGREEMENT, or marketed prior to this MASTER AGREEMENT under the terms of
the PRIOR AGREEMENT.
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1.16 "SECONDS" shall consist of LACOSTE WATCHES containing only minor defects
that do not affect the appearance or operation of the watches.
1.17 "LACOSTE APPAREL PRODUCTS" shall mean those articles of clothing (the
categories of which are listed in Schedule VI) bearing the LACOSTE
TRADEMARKS.
1.18 "OTHER LACOSTE PRODUCTS" shall mean the products listed in Schedule VII
bearing the LACOSTE TRADEMARKS. For the avoidance of doubt, the OTHER
LACOSTE PRODUCTS shall include neither the LACOSTE APPAREL PRODUCTS nor the
LACOSTE WATCHES.
1.19 "MODELS" shall mean any and all creations specific to the LACOSTE WATCHES,
or part thereof, already in existence at the time of execution of this
MASTER AGREEMENT or which shall be developed during its life by the
LICENSOR and/or the MASTER LICENSEE and/or any SUB-LICENSEE alone or in
co-operation with one another, it being understood however that certain
elements of the MODELS may, in certain circumstances, belong either to
third parties, or, in the case of elements previously used by MASTER
LICENSEE, to MASTER LICENSEE.
1.20 The countries listed in Schedule VIII.a constituting Europe, Africa and
Middle-East shall together form "SUB-TERRITORY A".
1.21 The countries listed in Schedule VIII.b constituting the Far-East shall
together form "SUB-TERRITORY B".
1.22 The countries listed in Schedule VIII.c constituting North-America shall
together form "SUB-TERRITORY C".
1.23 The countries listed in Schedule VIII.d constituting Central America and
South-America shall together form "SUB-TERRITORY D".
1.24 The "TERRITORY" shall mean the whole world, i.e. the reunion of
SUB-TERRITORY A, SUB-TERRITORY B, SUB-TERRITORY C.
1.25 "MAIN COUNTRIES" shall mean the * NET SALES in the Territory.
* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE
SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT.
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1.26 "SUB-LICENSEE" shall mean any entity selected by the MASTER LICENSEE and
approved by the LICENSOR for the manufacture and distribution of certain
LACOSTE WATCHES in certain countries.
1.27 "SUB-LICENSE AGREEMENT" shall mean an agreement entered into by and between
the MASTER LICENSEE and a SUB-LICENSEE in execution of the undertakings of
the MASTER LICENSEE under the terms of Article 2.2.3 hereinafter.
1.28 "DISTRIBUTOR" shall mean any entity (not including any entity controlling,
controlled by or under common control with the MASTER LICENSEE) selected by
the MASTER LICENSEE and approved by the LICENSOR for the wholesale
distribution of LACOSTE WATCHES in one or more countries.
1.29 "DISTRIBUTION AGREEMENT" shall mean an agreement entered into by and
between the MASTER LICENSEE and a DISTRIBUTOR in execution of the
undertakings of the MASTER LICENSEE under the terms of Article 2.3.3
hereinafter.
1.30 "SUPPLEMENTAL AGREEMENT" shall mean an agreement entered into by and
between the LICENSOR, the MASTER LICENSEE and a SUB-LICENSEE or a
DISTRIBUTOR in execution of the undertakings of the MASTER LICENSEE under
the terms of Articles 2.2.4 and 2.3.4 hereinafter.
1.31 "SUB-CONTRACTOR" shall mean any entity selected by the MASTER LICENSEE for
the manufacture (but not the distribution) of certain LACOSTE WATCHES.
1.32 "SUB-CONTRACTING AGREEMENT" shall mean an agreement entered into by and
between the MASTER LICENSEE and a SUB-CONTRACTOR in execution of the
undertakings of the MASTER LICENSEE under the terms of Article 5.2.1
hereinafter.
1.33 "SUPPLIER" shall mean any entity selected by the MASTER LICENSEE or a
SUB-LICENSEE or a SUB-CONTRACTOR for the manufacture of components,
packaging, merchandising, advertising or promotional items, furniture
and/or any element of any kind bearing or representing the LICENSED
TRADEMARKS to be used for or in connection with the LACOSTE WATCHES.
1.34 "SUPPLY AGREEMENT" shall mean an agreement entered into by and between the
MASTER LICENSEE or a SUB-LICENSEE or a
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SUB-CONTRACTOR and a SUPPLIER in execution of the undertakings of the
MASTER LICENSEE under the terms of Article 5.3.1 hereinafter.
1.35 "STYLING KNOW-HOW" shall mean all accumulated elements of product research
implemented by the LICENSOR for the LACOSTE APPAREL PRODUCTS, the LACOSTE
OTHER PRODUCTS and the LACOSTE WATCHES, according to the LACOSTE TRADEMARKS
IMAGE and more precisely materials, colors, designs and specifications, all
of which know-how is regularly updated and improved as a result of the
LICENSOR's research, and which know-how is owned by or originated from the
LICENSOR and is made available to the MASTER LICENSEE and to other
LICENSOR's licensees through the LICENSOR and which the LICENSOR is not
otherwise obliged to hold in confidence.
1.36 "MARKETING AND MERCHANDISING KNOW-HOW" shall mean all accumulated
expertise, which is implemented world-wide by the LICENSOR, concerning the
distribution of the LACOSTE APPAREL PRODUCTS, the LACOSTE OTHER PRODUCTS
and the LACOSTE WATCHES according to the LACOSTE TRADEMARKS IMAGE including
the level of quality and the techniques of such distribution (i.e., the
selection, training, supervision, etc. of the retailers), all of which
know-how is regularly updated and improved as a result of the LICENSOR's
research, and which know-how is owned by or originated from the LICENSOR
and is made available to the MASTER LICENSEE and to other LICENSOR's
licensees through the LICENSOR and which the LICENSOR is not otherwise
obliged to hold in confidence.
1.37 "PROMOTION AND ADVERTISING KNOW-HOW" shall mean all accumulated expertise
which is implemented world-wide by the LICENSOR in maintaining a high
quality promotion and advertising policy for the LACOSTE TRADEMARKS IMAGE,
the LACOSTE APPAREL PRODUCTS, the OTHER LACOSTE PRODUCTS and the LACOSTE
WATCHES through selected and controlled channels, all of which know-how is
regularly updated and improved as a result of the LICENSOR's research, and
which know-how is owned by or originated from the LICENSOR and is made
available to the MASTER LICENSEE and to other LICENSOR's licensees through
the LICENSOR and which the LICENSOR is not otherwise obliged to hold in
confidence.
1.38 "WATCHES KNOW-HOW" shall mean all accumulated world-wide expertise of the
MASTER LICENSEE concerning the creation,
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development, manufacture, distribution, marketing, merchandising,
advertising, promotion and sale of watches and time-keeping devices at a
high quality level and according to selected and controlled techniques and
fixtures designed to facilitate the distribution of watches (including, but
not limited to, the design of display materials and showcases), which
know-how is regularly updated and improved by the MASTER LICENSEE and is
owned by or originated from the MASTER LICENSEE and is made available to
the LICENSOR and to other LICENSOR's licensees through the LICENSOR and
which the MASTER LICENSEE is not otherwise obliged to hold in confidence.
1.39 "APPROVED WATCHES RETAILERS" shall mean the selected retailers (the
categories of which are listed in Schedule IX.a) which have entered with
the MASTER LICENSEE, its SUB-LICENSEES or its DISTRIBUTORS, whenever
possible, into specific agreements defining the conditions which need to be
fulfilled and applied for the sale of the LACOSTE WATCHES through the
LACOSTE WATCHES SELECTIVE DISTRIBUTION SYSTEM.
1.40 "LACOSTE CORNERS" shall mean the locations in certain shops of high
standing which are devoted exclusively to the sale of the LACOSTE APPAREL
PRODUCTS and, subject to the provisions of Article 7.2 hereinafter, of
certain LACOSTE WATCHES and/or OTHER LACOSTE PRODUCTS, using various
fittings, displays, appliances, original furniture and equipment specially
designed or approved by the LICENSOR and are authorized to use the name
"Lacoste" and the CROCODILE as signboards and as service marks for retail
services.
1.41 "LACOSTE BOUTIQUES" shall mean the stand alone shops belonging to
independent retailers or to DEVANLAY or to LACOSTE APPAREL PRODUCTS
DISTRIBUTORS and devoted exclusively to the sale of the LACOSTE APPAREL
PRODUCTS and, subject to the provisions of Article 7.2 hereinafter, of
certain LACOSTE WATCHES and/or OTHER LACOSTE PRODUCTS, using various
fittings, displays, appliances, original furniture and equipment specially
designed or approved by the LICENSOR and are authorized to use the name
"Lacoste" and the CROCODILE as signboards and as service marks for retail
services. Among the LACOSTE BOUTIQUES shall be included, if the economic
conditions of the markets in question so permit, certain LACOSTE BOUTIQUES
known as "global stores", of a sufficient size to be organized for the sale
on a large
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scale not only of the LACOSTE APPAREL PRODUCTS but also of certain OTHER
LACOSTE PRODUCTS and/or LACOSTE WATCHES.
1.42 "COMMERCIAL SURFACE" shall mean the total surface of a LACOSTE BOUTIQUE or
a LACOSTE CORNER, excluding the stock premises.
1.43 "SALES SURFACE" shall mean, within the COMMERCIAL SURFACE of each LACOSTE
BOUTIQUE or LACOSTE CORNER, that surface of the floor used for the
presentation and the sale of products on the furniture (fixed to the walls
or free-standing) or displays, excluding any area used for customers
traffic in the point of sale and excluding the shop-windows.
1.44 "PRESENTATION SURFACE" shall mean, within the SALES SURFACE of each LACOSTE
BOUTIQUE or LACOSTE CORNER, the total surface actually dedicated to the
presentation and the sale of products on the furniture (fixed to the walls
or free-standing) or displays, determined according to the rules specified
in Schedule XVI.
1.45 "LACOSTE WATCHES SELECTIVE DISTRIBUTION SYSTEM" shall mean the group of
APPROVED WATCHES RETAILERS organized by the MASTER LICENSEE in the
TERRITORY in accordance with the specific guidelines of the LICENSOR to
sell the LACOSTE WATCHES while respecting the specific criteria in the area
of client service, merchandising, presentation, advertising, promotion and
respect of the LACOSTE TRADEMARKS IMAGE.
1.46 ""LACOSTE BOUTIQUES AND LACOSTE CORNERS" SELECTIVE DISTRIBUTION SYSTEM"
shall mean the group of LACOSTE BOUTIQUES and LACOSTE CORNERS organized by
DEVANLAY in accordance with the specific guidelines of the LICENSOR and
which comply with specific criteria with respect to client service,
merchandising, presentation, advertising, promotion and respect of the
LACOSTE TRADEMARKS IMAGE. The "LACOSTE BOUTIQUES AND LACOSTE CORNERS"
SELECTIVE DISTRIBUTION SYSTEM is distinct from the LACOSTE WATCHES
SELECTIVE DISTRIBUTION SYSTEM and from the ""APPROVED APPAREL RETAILERS"
SELECTIVE DISTRIBUTION SYSTEM" (as such term is hereinafter defined), as
well as from each of the selective distribution systems existing for each
of the OTHER LACOSTE PRODUCTS.
1.47 ""APPROVED APPAREL RETAILERS" SELECTIVE DISTRIBUTION SYSTEM" shall mean the
group of approved retailers which
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has been organized by DEVANLAY in accordance with the specific guidelines
of the LICENSOR with the purpose of selling the LACOSTE APPAREL PRODUCTS
and which comply with specific criteria with respect to client service,
merchandising, presentation, advertising, promotion and respect of the
LACOSTE TRADEMARKS IMAGE.
1.48 "NET SALES" shall mean the actual invoiced price for sales in the TERRITORY
of all LACOSTE WATCHES (whether sold at regular prices or at reduced
prices, such as end-of-season prices) by the MASTER LICENSEE, its
SUB-LICENSEES or its DISTRIBUTORS to APPROVED WATCHES RETAILERS and members
of the "LACOSTE BOUTIQUES AND LACOSTE CORNERS" SELECTIVE DISTRIBUTION
SYSTEM, less returns, rebates, bad debts, trade discounts, shipping
charges, insurance, and such sales taxes as are imposed on the MASTER
LICENSEE, its SUB-LICENSEES or its DISTRIBUTORS by any governmental
authority.
Whenever NET SALES cannot be determined by the MASTER LICENSEE for any
reason, or if the MASTER LICENSEE at its sole discretion decides that it
prefers to refer to SALES TO DISTRIBUTORS (as such term is hereinafter
defined), and whenever the determination of NET SALES is necessary for the
application of any of the terms of this MASTER AGREEMENT, NET SALES shall
then be calculated on the basis of the corresponding SALES TO DISTRIBUTORS
multiplied by one point five (1.5).
With regard to direct sales by the MASTER LICENSEE, its SUB-LICENSEES or
its DISTRIBUTORS to consumers through their own retail outlets, NET SALES,
for each reference of the LACOSTE WATCHES shall be calculated on the basis
of the unit volume of such reference of the LACOSTE WATCHES sold through
such outlets multiplied by the appropriate arms length, average wholesale
prices of such products charged in such country by the MASTER LICENSEE, its
SUB-LICENSEES or its DISTRIBUTORS to their APPROVED WATCHES RETAILERS, less
returns, rebates, bad debts, trade discounts, shipping charges, shipping
insurance and such sales taxes as are imposed on the MASTER LICENSEE, its
SUB-LICENSEES or its DISTRIBUTORS by any governmental authority.
1.49 "SALES TO DISTRIBUTORS" shall mean the actual invoiced price in the
TERRITORY of all LACOSTE WATCHES (whether made at regular prices or at
reduced prices, such as end-of-season prices) sold by the MASTER LICENSEE,
its SUB-
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LICENSEES or its SUB-CONTRACTORS to DISTRIBUTORS to be resold to APPROVED
WATCHES RETAILERS and members of the "LACOSTE BOUTIQUES AND LACOSTE
CORNERS" SELECTIVE DISTRIBUTION SYSTEM, less returns, rebates, bad debts,
trade discounts, shipping charges, shipping insurance and such sales taxes
as are imposed on the MASTER LICENSEE, its SUB-LICENSEES or its
SUB-CONTRACTORS by any governmental authority.
1.50 "QUARTER" shall mean any three-month period ending on March 31, June 30,
September 30 or December 31 of each year.
1.51 "DATE OF TERMINATION" shall mean the date on which the MASTER AGREEMENT
terminates or is not renewed for any reason after the required notice
period(s) if any.
ARTICLE 2 - RIGHTS GRANTED
2.1 The LICENSOR hereby grants to the MASTER LICENSEE, and the MASTER LICENSEE
hereby accepts such grant, the exclusive right and license to use the
LICENSED TRADEMARKS, including in particular the name "Lacoste" and the
CROCODILE, the MODELS, the STYLING KNOW-HOW, the MARKETING AND
MERCHANDISING KNOW-HOW and the PROMOTION AND ADVERTISING KNOW-HOW in
connection with the creation, development, manufacture, distribution,
marketing, merchandising, advertising, promotion and sale of the LACOSTE
WATCHES in the TERRITORY.
2.2 The MASTER LICENSEE may sub-license the rights granted to it pursuant to
Article 2.1 hereinabove to SUB-LICENSEES designated by it under the
following conditions :
2.2.1 The SUB-LICENSEES selected by the MASTER LICENSEE shall have to
comply with the following criteria :
a) a proposed SUB-LICENSEE shall have to prove to MASTER LICENSEE
and, if requested, LICENSOR, an adequate and appropriate
technical, commercial ability; and
b) a proposed SUB-LICENSEE shall have to demonstrate to MASTER
LICENSEE and, if requested, LICENSOR a healthy financial
situation in proportion with its forecasted
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activities with respect to the LACOSTE WATCHES; and
c) a proposed SUB-LICENSEE shall have to clearly establish the
identity of its financing sources, which must be in line with the
LACOSTE TRADEMARKS IMAGE; and
d) a proposed SUB-LICENSEE or any of its shareholders holding in
excess of ten percent of the voting power in such proposed
SUB-LICENSEE, senior managers or executives shall not be in any
way involved in the creation, development, manufacture,
distribution, marketing, merchandising, advertising, promotion
and sale of products in competition with the LACOSTE APPAREL
PRODUCTS, the OTHER LACOSTE PRODUCTS or the LACOSTE WATCHES
except if the SUB-LICENSEE can justify an independent structure
exclusively dedicated to the LACOSTE WATCHES; and
e) a proposed SUB-LICENSEE, any of its shareholders holding in
excess of ten percent of the voting power in such proposed
SUB-LICENSEE or senior managers or executives are not or never
have been involved in any way in acts of counterfeiting,
imitation or unfair competition nor convicted of any other type
of criminal activity (excluding misdemeanors).
2.2.2 The MASTER LICENSEE shall submit to the LICENSOR a detailed file
concerning each of the proposed SUB-LICENSEES including inter alia the
necessary information allowing the LICENSOR to check the
SUB-LICENSEE's conformity with the criteria defined in Article 2.2.1
hereinabove. The LICENSOR shall have a thirty day (30) period to agree
to or refuse in writing the proposed SUB-LICENSEE on the grounds of
the criteria defined in Article 2.2.1 hereinabove. The LICENSOR shall
not unreasonably withhold its approval, and shall be deemed to have
given its approval if it has not notified MASTER LICENSEE of any
objection within thirty (30) days of receipt of the MASTER LICENSEE's
proposals.
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2.2.3 The MASTER LICENSEE shall enter with its SUB-LICENSEES into written
SUB-LICENSE AGREEMENTS which shall conform to a general model
previously approved in writing by the LICENSOR, and shall include the
main provisions relating to the LICENSOR's intellectual property
rights and to the LACOSTE TRADEMARKS IMAGE and, in addition to the
rights and obligations which the MASTER LICENSEE wishes to
sub-license, all obligations that the MASTER LICENSEE would otherwise
have had to fulfill with respect to the rights sub-licensed to the
SUB-LICENSEE and that the SUB-LICENSEE shall have to undertake to
carry out (inter alia the obligation imposed on under Articles 3 to 8,
12 and 14 hereinafter). The MASTER LICENSEE shall deliver to the
LICENSOR a copy of each SUB-LICENSE AGREEMENT as soon as practicable
after it has been signed. The MASTER LICENSEE agrees that LICENSOR may
request from MASTER LICENSEE that it takes action against a
SUB-LICENSEE (including claims for damages in favour of LICENSOR,
injunctions and any other appropriate remedies) and/or terminates
forthwith a SUB-LICENSE AGREEMENT in case of breach by such
SUB-LICENSEE of any of its essential obligations under such
SUB-LICENSE AGREEMENT which also constitutes a breach of the MASTER
LICENSEE's obligations hereunder that is not cured by such
SUB-LICENSEE within thirty (30) days after receiving notice of such
breach; and
2.2.4 In each case where the MASTER LICENSEE desires to enter into a
SUB-LICENSE AGREEMENT with any SUB-LICENSEE, the MASTER LICENSEE shall
enter with the LICENSOR, owner of the LICENSED TRADEMARKS, and with
such SUB-LICENSEE into a written SUPPLEMENTAL AGREEMENT which shall
define, for each country covered by such sub-license, those LICENSED
TRADEMARKS licensed to SUB-LICENSEES, and include all appropriate
terms and conditions concerning the protection of the LICENSED
TRADEMARKS, and, if agreed upon by and between the LICENSOR and the
MASTER LICENSEE, the sales minima as well as all appropriate terms and
conditions concerning the payment of the royalties due by the MASTER
LICENSEE to the LICENSOR. Subject to the provisions of Article 2.2.3
hereinabove, the MASTER LICENSEE
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agrees that any breach by a SUB-LICENSEE of any of its essential
obligations under a SUPPLEMENTAL AGREEMENT shall not be the
responsibility of or considered as a breach by the MASTER LICENSEE of
any of its essential obligations under this MASTER AGREEMENT, except
that the MASTER LICENSEE hereby undertakes to remain responsible to
the LICENSOR for the payment in full and without delay of all amounts
due to the LICENSOR by the MASTER LICENSEE's SUB-LICENSEES under the
terms of Articles 16 and 17 hereinafter.
2.3 The MASTER LICENSEE may sub-license the right to distribute the LACOSTE
WATCHES granted to it pursuant to Article 2.1 hereinabove to DISTRIBUTORS
designated by it under the following conditions :
2.3.1 The DISTRIBUTORS selected by the MASTER LICENSEE shall have to comply
with the following criteria :
a) a proposed DISTRIBUTOR shall have to prove to MASTER LICENSEE
and, if requested by LICENSOR, to LICENSOR an adequate and
appropriate technical, commercial ability; and
b) a proposed DISTRIBUTOR shall have to demonstrate to MASTER
LICENSEE and, if requested by LICENSOR, to LICENSOR, a healthy
financial situation in proportion with its forecasted activities
with respect to the LACOSTE WATCHES; and
c) a proposed DISTRIBUTOR shall have to clearly establish the
identity of its financing sources, which must be in line with the
LACOSTE TRADEMARKS IMAGE; and
d) a proposed DISTRIBUTOR or any of its shareholders holding in
excess of ten percent of the voting power in such proposed
DISTRIBUTOR, senior managers or executives shall not be in any
way involved in the creation, development, manufacture,
distribution, marketing, merchandising, advertising, promotion
and sale of products in competition with the LACOSTE APPAREL
PRODUCTS or the OTHER LACOSTE PRODUCTS. Whenever
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possible, the DISTRIBUTOR shall put in place an independent
structure exclusively dedicated to the LACOSTE WATCHES; and
e) a proposed DISTRIBUTOR, any of its shareholders holding in excess
of ten percent of the voting power in such proposed DISTRIBUTOR
or senior managers or executives are not or never have been
involved in any way in acts of counterfeiting, imitation or
unfair competition nor convicted of any other type of criminal
activity (excluding misdemeanors).
2.3.2 The MASTER LICENSEE shall submit to the LICENSOR a detailed file
concerning each of the proposed DISTRIBUTORS including inter alia the
necessary information allowing the LICENSOR to check the DISTRIBUTOR's
conformity with the criteria defined in Article 2.3.1 hereinabove. The
LICENSOR shall have a thirty day (30) period to agree to or refuse in
writing the proposed DISTRIBUTOR on the grounds of the criteria
defined in Article 2.3.1 hereinabove. The LICENSOR shall not
unreasonably withhold its approval, and shall be deemed to have given
its approval if it has not notified MASTER LICENSEE of any objection
within thirty (30) days of receipt of the MASTER LICENSEE's proposals.
2.3.3 The MASTER LICENSEE shall enter with its DISTRIBUTORS into written
DISTRIBUTION AGREEMENTS which shall conform in all material respects
to a general model previously approved in writing by the LICENSOR, and
shall include the main provisions relating to the LICENSOR's
intellectual property rights and to the LACOSTE TRADEMARKS IMAGE and,
in addition to the rights and obligations which the MASTER LICENSEE
wishes to sub-license, all obligations that the MASTER LICENSEE would
otherwise have had to fulfill with respect to the rights sub-licensed
to the DISTRIBUTOR and that the DISTRIBUTOR shall have to undertake to
carry out (inter alia the obligation imposed on under Articles 3, 6 to
8, 12 and 14 hereinafter). The MASTER LICENSEE shall deliver to the
LICENSOR a copy of each DISTRIBUTION AGREEMENT as soon as practicable
after it has been signed. The MASTER LICENSEE
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agrees that LICENSOR may request from MASTER LICENSEE that it takes
action against a DISTRIBUTOR (including claims for damages in favour
of LICENSOR, injunctions and any other appropriate remedies) and/or
terminates forthwith a DISTRIBUTION AGREEMENT in case of breach by
such DISTRIBUTOR of any of its essential obligations under such
DISTRIBUTION AGREEMENT which also constitutes a breach of the MASTER
LICENSEE's obligations hereunder that is not cured by such DISTRIBUTOR
within thirty (30) days after receiving notice of such breach. In all
circumstances, the MASTER LICENSEE hereby undertakes to remain
responsible to the LICENSOR for the payment in full and without delay
of all amounts due to the LICENSOR by the MASTER LICENSEE's
DISTRIBUTORS under the terms of Articles 16 and 17 hereinafter.
2.3.4 In each case where the MASTER LICENSEE desires to enter into a
DISTRIBUTION AGREEMENT with a DISTRIBUTOR, the MASTER LICENSEE shall
enter with the LICENSOR, owner of the LICENSED TRADEMARKS, and with
such DISTRIBUTOR into a written SUPPLEMENTAL AGREEMENT which shall
define, for each country covered by such DISTRIBUTION AGREEMENT, those
LICENSED TRADEMARKS licensed to DISTRIBUTORS, and include all
appropriate terms and conditions concerning the protection of the
LICENSED TRADEMARKS, which SUPPLEMENTAL AGREEMENT shall be in the form
attached hereto as Schedule X. Subject to the provisions of Article
2.3.3 hereinabove, the LICENSOR agrees that any breach by a
DISTRIBUTOR of any of its essential obligations under a SUPPLEMENTAL
AGREEMENT shall not be the responsibility of or considered as a breach
by the MASTER LICENSEE of its essential obligations under this MASTER
AGREEMENT.
2.4 No rights or licenses are granted by the LICENSOR to the MASTER LICENSEE,
expressly or by implication, except as herein provided.
2.4.1 The LICENSOR does not give the MASTER LICENSEE any guarantee
whatsoever with respect to the extent of the rights it holds or will
acquire or lose during the entire term of this MASTER
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AGREEMENT concerning the LICENSED TRADEMARKS, the MODELS, the STYLING
KNOW-HOW, the MARKETING AND MERCHANDISING KNOW-HOW and the PROMOTION
AND ADVERTISING KNOW-HOW.
2.4.2 Notwithstanding the above, the LICENSOR undertakes to, at its
exclusive expense, (i) take all necessary steps during the entire term
of this MASTER AGREEMENT for the registration and renewal of the
LICENSED TRADEMARKS, (ii) set up and/or maintain the adequate
structures for the watch and defense of the LICENSED TRADEMARKS.
2.4.3 The LICENSOR undertakes to vigorously defend the LICENSED TRADEMARKS
and to take all appropriate and necessary anti-counterfeiting actions,
subject to the provisions of Article 14.3.5 hereinafter. The LICENSOR
shall in this regard only be held to an obligation of means, and not
to an obligation of results.
ARTICLE 3 - GENERAL BUSINESS POLICIES
3.1 The MASTER LICENSEE shall use its best efforts to develop its activities as
manufacturer and distributor of the LACOSTE WATCHES and shall use the
MODELS, the STYLING KNOW-HOW, the MARKETING AND MERCHANDISING KNOW-HOW and
the PROMOTION AND ADVERTISING KNOW-HOW in conjunction with its WATCHES
KNOW-HOW in order to promote the image, sales and distribution of the
LACOSTE WATCHES in the TERRITORY, in conformity with such policies as are
prescribed and coordinated world-wide by the LICENSOR for the LACOSTE
TRADEMARKS IMAGE.
3.2 The MASTER LICENSEE shall cooperate closely in each market with the
LICENSOR and with LICENSOR's other licensees and/or distributors for
LACOSTE APPAREL PRODUCTS and OTHER LACOSTE PRODUCTS so as to give
world-wide and in each market an identical and homogeneous image of the
LACOSTE TRADEMARKS and of all the families of products bearing the LACOSTE
TRADEMARKS and shall see to it to keep the LICENSOR informed of its direct
contacts with said LICENSOR's other licensees and/or distributors.
3.3 The MASTER LICENSEE shall take all necessary steps to ensure that the
LACOSTE WATCHES manufactured and
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distributed by it or by its SUB-LICENSEES or DISTRIBUTORS pursuant to this
MASTER AGREEMENT are of high quality, and suitable for a clientele that
demands the highest standard of merchandise.
3.4 The MASTER LICENSEE shall take all measures necessary so that the LACOSTE
WATCHES are sold exclusively through the LACOSTE WATCHES SELECTIVE
DISTRIBUTION SYSTEM and through the "LACOSTE BOUTIQUES AND LACOSTE CORNERS"
SELECTIVE DISTRIBUTION SYSTEM.
3.5 The LICENSOR undertakes to obtain from and to have respected by its
licensees for the LACOSTE APPAREL PRODUCTS and the OTHER LACOSTE PRODUCTS
the same commitments.
ARTICLE 4 - CREATION, STYLING AND TECHNICAL CO-OPERATION
The MASTER LICENSEE shall bear the sole responsibility for the creation and the
development of the LACOSTE WATCHES and shall assume all the corresponding costs
and expenses. However, in the scope of the contribution by the LICENSOR of its
STYLING KNOW-HOW and by the MASTER LICENSEE of its WATCHES KNOW-HOW, the MASTER
LICENSEE and the LICENSOR shall co-operate closely in the creation and the
development of the LACOSTE WATCHES in order, more particularly, to strengthen
the LACOSTE TRADEMARKS IMAGE.
The MASTER LICENSEE undertakes to study and implement with diligence any
evolution of the collections proposed by the LICENSOR and intended to better
adapt the LACOSTE WATCHES to the evolution of the markets and to consumers'
expectations; provided that similar evolutions, to the extent applicable, are
required of LICENSOR's other licensees.
4.1 Obligations of the LICENSOR
The LICENSOR shall provide the MASTER LICENSEE with those components of the
STYLING KNOW-HOW that the LICENSOR, in its best opinion, shall consider to
be beneficial to the MASTER LICENSEE in the fulfillment of the purpose of
this MASTER AGREEMENT, and shall assist the MASTER LICENSEE in the use
thereof.
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4.2 Approval of product designs
4.2.1 The MASTER LICENSEE shall submit design proposals for LACOSTE WATCHES
to the LICENSOR in the following manner:
MASTER LICENSEE shall submit to the LICENSOR design drawings for
approval. After approval according to this Article 4.2, MASTER
LICENSEE shall submit to the LICENSOR a pre-production prototype for
approval together with the suggested retail price of the MODEL. The
MASTER LICENSEE warrants that final production will conform to
approved pre-production prototypes.
Each collection of LACOSTE WATCHES shall consist of a sufficient
selection of MODELS so as to constitute a well balanced line of
watches. The LICENSOR shall, with respect to each submission made by
the MASTER LICENSEE for approval, notify the MASTER LICENSEE in
writing without undue delay, and in any event within ten (10) business
days, as to whether the LICENSOR approves the submission. Unless the
LICENSOR notifies Master Licensee within the specified time period
that it disapproves any submission, such submission shall be deemed
approved.
4.2.2 In the event the LICENSOR disapproves any submission, the LICENSOR
shall furnish the MASTER LICENSEE with the reasons for rejection and
provide the MASTER LICENSEE with suggestions for modifying the
rejected submission. MASTER LICENSEE shall, as promptly as
practicable, correct the rejected submission, resubmit the relevant
material to LICENSOR and seek LICENSOR's approval under the same terms
and conditions as set forth above.
4.3 Obligations of the MASTER LICENSEE
4.3.1 The MASTER LICENSEE shall inform the LICENSOR of the head of product
development who shall have primary responsibility for the creation of
the LACOSTE WATCHES whom the MASTER LICENSEE plans to use. The
LICENSOR shall have thirty (30) days to notify MASTER LICENSEE that it
objects to such individual, but may only do so for serious
\
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reasons necessary for the protection of the LACOSTE TRADEMARKS IMAGE.
4.3.2 In order to enforce the cooperation between the LICENSOR and the
MASTER LICENSEE and/or its SUB-LICENSEES for the creation, the
development and the manufacture of the LACOSTE WATCHES and to allow
the LICENSOR to give the approval provided for in Article 4.2
hereinabove as quickly as possible, coordination meetings shall be
organized between the LICENSOR, the MASTER LICENSEE and/or its
SUB-LICENSEES for each collection at the following stages :
a) definition of the product range after analysis of the sales
results and of the needs of the different markets; and
b) definition of the models contemplated for the different lines of
the LACOSTE WATCHES; and
c) study of the prototypes of the models for the different lines of
the LACOSTE WATCHES as well as of their packaging, displays and
point-of-sale equipment, the development and manufacture of which
shall be at MASTER LICENSEE's exclusive expense.
4.3.3 The MASTER LICENSEE shall not manufacture, distribute, advertise,
promote or offer for sale any model of the LACOSTE WATCHES, nor any
display or point-of-sale equipment which has not been presented to the
LICENSOR and approved in writing by the LICENSOR under the same
conditions as those provided in Article 4.2 hereinabove.
4.4 Ownership of the MODELS
4.4.1 The MODELS shall be and remain in all circumstances during the entire
term of this MASTER AGREEMENT the sole property of the LICENSOR.
4.4.2 The MASTER LICENSEE undertakes to use the MODELS exclusively within
the scope of this MASTER AGREEMENT.
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4.4.3 The MASTER LICENSEE undertakes to use its best efforts to ensure that
the MODELS do not infringe any intellectual property rights of any
third party in the fields of authors' rights, copyrights, models,
designs and/or patents.
4.4.4 The LICENSOR undertakes to take all necessary steps during the entire
term of this MASTER AGREEMENT to register in the sole name of the
LICENSOR any MODELS which shall be reasonably necessary, as may be
determined solely by the LICENSOR, taking into account the commercial
potential of such MODELS, to protect such MODELS, as well as to all
renewals of such MODELS at their due dates.
4.4.5 The LICENSOR shall pay all expenses incurred in connection with the
registration and/or the renewal of the MODELS.
ARTICLE 5 - MANUFACTURE, QUALITY
5.1 Obligations of MASTER LICENSEE
5.1.1 The MASTER LICENSEE undertakes to use its WATCHES KNOW-HOW and to
make all reasonable investments necessary in order to organize an
international manufacture and supply network with the capacity of
meeting the needs for the LACOSTE WATCHES in the TERRITORY, and to
develop the sales of such in a timely fashion.
5.1.2 The MASTER LICENSEE undertakes that the LACOSTE WATCHES as well as
their packaging shall always be manufactured with reliable materials,
carefully constructed, and clean in detail, and undertakes to take all
necessary dispositions to that effect.
5.1.3 The MASTER LICENSEE shall adhere to the highest standards of quality
and design, (including, without limitation, materials, design and
workmanship) which standards shall be at least equal to the General
acceptance requirements attached hereto as Schedule XI and including
quality-control measures designed to prevent the production of
defective goods.
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In all cases, the MASTER LICENSEE shall be solely responsible toward
the LICENSOR for the quality of the LACOSTE WATCHES produced by the
MASTER LICENSEE (or under the control of the MASTER LICENSEE) by the
SUB-LICENSEES or by the SUB-CONTRACTORS of the MASTER LICENSEE.
On the other hand, the MASTER LICENSEE shall bear no responsibility
whatsoever for the quality of the LACOSTE WATCHES produced by VIMONT
under the terms of the PRIOR AGREEMENT.
5.1.4 Whenever practicable, the MASTER LICENSEE shall cause either (a) each
LACOSTE WATCH manufactured under this MASTER AGREEMENT or (b) each
package unit of LACOSTE WATCHES distributed under this MASTER
AGREEMENT, as determined by MASTER LICENSEE in its sole discretion, to
be serialized thereby allowing tracking by MASTER LICENSEE if
necessary, as such necessity is mutually agreed upon by LICENSOR and
MASTER LICENSEE.
5.1.5 The MASTER LICENSEE undertakes to cause its SUB-LICENSEES to make
such investments as are required to create and/or maintain the
organization for the manufacture of the LACOSTE WATCHES in a manner
that allows such SUB-LICENSEES to fulfill the undertakings of Articles
5.1.1 to 5.1.4 hereinabove.
5.2 SUB-CONTRACTORS
5.2.1 The MASTER LICENSEE (and its SUB-LICENSEES) shall have the right to
have LACOSTE WATCHES entirely manufactured by SUB-CONTRACTORS
designated by it, provided however the MASTER LICENSEE i) has
previously informed the LICENSOR of their name and precise location
ii) has entered with its SUB-CONTRACTORS into written SUB-CONTRACTING
AGREEMENTS which shall conform in all material respects to a general
model previously approved in writing by the LICENSOR, and shall
include, in addition to the rights and obligations which the MASTER
LICENSEE wishes to grant, all obligations the MASTER LICENSEE would
otherwise have had to fulfill with respect to the rights granted to
the SUB-CONTRACTOR as well as the undertaking by the
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SUB-CONTRACTORS not to manufacture for third parties any watches
substantially identical to the LACOSTE WATCHES manufactured by the
SUB-CONTRACTOR.
The SUB-CONTRACTORS shall have to undertake to sell the LACOSTE
WATCHES they have manufactured exclusively to the MASTER LICENSEE, its
SUB-LICENSEES or its DISTRIBUTORS, and the MASTER LICENSEE, its
SUB-LICENSEES and its DISTRIBUTORS undertake irrevocably before the
LICENSOR to buy from the SUB-CONTRACTORS all the LACOSTE WATCHES
manufactured by the SUB-CONTRACTORS, and to have destroyed at their
expense any and all defective LACOSTE WATCHES manufactured by the
SUB-CONTRACTORS.
5.2.2 The MASTER LICENSEE shall deliver to the LICENSOR a copy of each
SUB-CONTRACTING AGREEMENT as soon as practicable after it has been
signed. The MASTER LICENSEE agrees that LICENSOR may request from
MASTER LICENSEE that it takes action against a SUB-CONTRACTOR
(including claims for damages in favour of LICENSOR, injunctions and
any other appropriate remedies) and/or terminates forthwith a
SUB-CONTRACTING AGREEMENT in case of breach by such SUB-CONTRACTOR of
any of its essential obligations under such SUB-CONTRACTING AGREEMENT
which also constitutes a breach of the MASTER LICENSEE's obligations
hereunder that is not cured by such SUB-CONTRACTOR within thirty (30)
days after receiving notice of such breach.
5.3 SUPPLIERS
5.3.1 The MASTER LICENSEE, its SUB-LICENSEES and the SUB-CONTRACTORS shall
have the right to have certain components, packaging, advertising and
promotional items, furniture and/or any element of any kind bearing or
representing the LICENSED TRADEMARKS to be used for or in connection
with the LACOSTE WATCHES manufactured by SUPPLIERS designated by it,
provided however the MASTER LICENSEE, its SUB-LICENSEES and/or the
SUB-CONTRACTORS have entered with their SUPPLIERS into written SUPPLY
AGREEMENTS which shall conform in all material respects to a general
model previously approved in writing by the
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LICENSOR, and shall include, in addition to the rights and obligations
which the MASTER LICENSEE or the SUB-LICENSEES and/or the
SUB-CONTRACTORS wish to grant, all obligations the MASTER LICENSEE or
the SUB-LICENSEES and/or the SUB-CONTRACTORS would otherwise have had
to fulfill with respect to the rights granted to the SUPPLIERS.
5.3.2 The MASTER LICENSEE shall deliver to the LICENSOR a copy of each
SUPPLY AGREEMENT as soon as practicable after it has been signed. The
MASTER LICENSEE agrees that LICENSOR may request from MASTER LICENSEE
that it takes action or that it causes the appropriate SUB-CONTRACTOR
to take action against a SUPPLIER (including claims for damages in
favour of LICENSOR, injunctions and any other appropriate remedies)
and/or terminates forthwith a SUPPLY AGREEMENT in case of breach by
such SUPPLIER of any of its essential obligations under such SUPPLY
AGREEMENT which also constitutes a breach of the MASTER LICENSEE's
obligations hereunder that is not cured by such SUPPLIER within thirty
(30) days after receiving notice of such breach.
5.4 Visits and control
5.4.1 The MASTER LICENSEE, upon request of the LICENSOR, shall authorize or
have the LICENSOR authorized to visit, in the presence of
representatives designated by the MASTER LICENSEE, any premises in
which the LACOSTE WATCHES or parts thereof or any items bearing or
representing the LICENSED TRADEMARKS are manufactured by the MASTER
LICENSEE, or by any one of its SUB-LICENSEES and/or SUB-CONTRACTORS
and/or SUPPLIERS.
5.4.2 The MASTER LICENSEE undertakes to authorize or have the LICENSOR
authorized to make or have made any necessary and/or appropriate
control at any stage of the manufacture of the LACOSTE WATCHES or part
thereof or of any item bearing or representing the LICENSED TRADEMARKS
by the MASTER LICENSEE, or by any of its SUB-LICENSEES and/or
SUB-CONTRACTORS and/or SUPPLIERS in order to ascertain that the
quality of the LACOSTE
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WATCHES and of their components and of the items bearing or
representing the LICENSED TRADEMARKS conforms to the provisions of
this MASTER AGREEMENT and inter alia with the provisions of Articles
3.3 and 5.1.2 hereinabove.
5.5 Ethical Charter
The MASTER LICENSEE undertakes (a) to comply with and to ensure that its
SUB-LICENSEES, DISTRIBUTORS, SUB-CONTRACTORS and SUPPLIERS comply at all
times with the relevant provisions of any treaty, law or regulation in
relation to the protection of human rights and in particular childhood,
salaries, duration and condition of workmanship, and with the relevant
provisions of any treaty, law or regulation in relation to the protection
of the environment, (b) to take all necessary and appropriate measures to
immediately bring an end to any violation of such provisions, and (c) to
guarantee and indemnify the LICENSOR and its assignees and successors from
any claims, known or unknown, liabilities, demands, damages, causes of
action, costs, expenses, dues, covenants, suits, indemnities, judgments
which any third party hereafter can, shall or may have in connection with
or arising out of any alleged violation by MASTER LICENSEE, any
SUB-LICENSEE, DISTRIBUTOR, SUB-CONTRACTOR or SUPPLIER of any such
provision. The MASTER LICENSEE shall ensure that a similar provision to
this Article 5.5 is included in each SUB-LICENSING AGREEMENT, DISTRIBUTION
AGREEMENT, SUB-CONTRACTING AGREEMENT and SUPPLY AGREEMENT.
ARTICLE 6 - MARKETING AND MERCHANDISING
6.1 Obligations of the LICENSOR
The LICENSOR shall assist the MASTER LICENSEE in the marketing,
merchandising, the distribution and sale of the LACOSTE WATCHES in the
TERRITORY by providing the MASTER LICENSEE with its MARKETING AND
MERCHANDISING KNOW-HOW and through frequent visits and contacts among their
respective personnel. To this effect, and in particular to maintain the
homogeneity of the LACOSTE TRADEMARKS IMAGE, the LICENSOR shall :
6.1.1 regularly advise the MASTER LICENSEE of its requirements within the
field of marketing and
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merchandising, such as specifications concerning the presentation of
the LACOSTE WATCHES in the shop-windows or inside shops, the
point-of-sales advertising materials, etc., that the MASTER LICENSEE
shall have to implement within the TERRITORY; and
6.1.2 proceed, in cooperation with the MASTER LICENSEE, with all
appropriate studies relating to the fitting, decoration and
architecture of the points-of-sale and to the creation of the
furniture and other elements to be used in connection with the sale of
the LACOSTE WATCHES in the APPROVED WATCHES RETAILERS.
The costs related to such studies shall be equally shared between the
MASTER LICENSEE and the LICENSOR; and
6.1.3 authorize the MASTER LICENSEE to have manufactured by SUPPLIERS,
under the terms provided in Article 5.3 hereinabove, the furniture and
related elements intended to be used in connection with the sale of
the LACOSTE WATCHES. Said SUPPLIERS shall have to strictly conform to
the blueprints and recommendations of the LICENSOR with respect to the
shapes, designs, quality and specifications imposed on by the LICENSOR
for said furniture and other elements; and
6.1.4 give the MASTER LICENSEE complete access to any and all market
surveys, statistics, reports and information it may have (which it is
not obliged, vis-a-vis third parties, to hold in confidence) regarding
the LACOSTE TRADEMARKS IMAGE and the market position of the LACOSTE
WATCHES among competitors, retail customers and consumers; and
6.1.5 at MASTER LICENSEE's request, assist the MASTER LICENSEE in the
selection of any outside consultant as may be necessary and help the
MASTER LICENSEE with the interpretation of the reports prepared by
such consultants; and
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6.2 Obligations of the MASTER LICENSEE
The MASTER LICENSEE shall take all necessary measures to promote the
distribution and sale of the LACOSTE WATCHES within the TERRITORY by
conforming to such policies as are prescribed and coordinated world-wide by
the LICENSOR for the LACOSTE TRADEMARKS and by using the MARKETING AND
MERCHANDISING KNOW-HOW provided by the LICENSOR together with its own
resources. To this effect, in each of the MAIN COUNTRIES of the TERRITORY,
the MASTER LICENSEE shall (or shall procure that its SUB-LICENSEES or its
DISTRIBUTORS shall) :
6.2.1 make such investments as are reasonably necessary to create and/or to
maintain the organization necessary for the distribution, marketing,
merchandising, promotion and advertising of the LACOSTE WATCHES in a
manner that may be reasonably deemed satisfactory by the parties
hereto. Such organization shall either be dedicated exclusively to the
LACOSTE WATCHES, or, wherever an exclusive organization cannot be set
up or appointed, the MASTER LICENSEE shall see to it that the
distribution, marketing and merchandising, promotion and advertising
of the LACOSTE WATCHES be done so as to avoid any risk of confusion by
the retail trade or the consumers with other brands offered by the
MASTER LICENSEE, its SUB-LICENSEES or its DISTRIBUTORS; and
6.2.2 designate one of its senior managers as the principal correspondent
with the MASTER LICENSEE on all business matters pertaining to this
MASTER AGREEMENT; and
6.2.3 participate in the Watches Committees which the LICENSOR will
organize from time to time to allow a regular and organized review of
the activities of the MASTER LICENSEE pertaining to the LACOSTE
WATCHES; and
6.2.4 consult with the LICENSOR at least three (3) months before the
beginning of the sale of each season's collection with respect to the
MASTER LICENSEE's marketing and merchandising policy at the occasion
of the Watches Committees, and at the occasion of the coordination
meetings organized by the LICENSOR between the LICENSOR
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and the different licensees of the LICENSOR. This consultation shall
be done with the purpose of reaching an agreement on the objectives
and the means to use in order to achieve the best possible sales
results within the TERRITORY as well as the best possible coordination
with the marketing and merchandising policy of the LACOSTE APPAREL
PRODUCTS and OTHER LACOSTE PRODUCTS; and
6.2.5 provide the LICENSOR :
- three months after the start of the sales of each collection of
LACOSTE WATCHES (a collection report. Such report shall include
the comments on the quality and the styling for each category (as
defined in Schedule V) of the LACOSTE WATCHES for each of the
first five (5) markets by turnover in the world and for each of
the countries in which a SUB-LICENSEE has received a sub-license
from the MASTER LICENSEE. Such report shall also include any
requests for future collections, and
- at the end of each season, the sales of each of the collections
of the LACOSTE WATCHES by style and by color; and
6.2.6 provide the LICENSOR on a regular basis at the time of the Watches
Committees organized by the LICENSOR to examine the commercial
situation of the LACOSTE WATCHES an estimate of the sales (i) in units
of the collection presently being delivered as well as of the
immediately following collection itemized, for each of the lines of
LACOSTE WATCHES, by category of LACOSTE WATCHES (as defined in
Schedule V), and (ii) by country, with a comparison with the sales of
the comparable collections during the two (2) prior years; and
6.2.7 provide the LICENSOR once a year, at the beginning of the month of
October, with its estimated NET SALES and SALES TO DISTRIBUTORS by
country in units and in turnover for the following three (3) calendar
years itemized, for each of the lines of LACOSTE WATCHES, by category
of LACOSTE WATCHES (as defined in Schedule V); and shall update these
estimates for the first year of this three year period, a first time
six (6) months later (in April), and a second time twelve (12) months
later (in October); and
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6.2.8 provide the LICENSOR twice a year in January and July with a list of
all the points of sale of the LACOSTE WATCHES and deliver
simultaneously to the LICENSOR a report giving the quantities, the NET
SALES and the SALES TO DISTRIBUTORS of the LACOSTE WATCHES sold during
the preceding six-month period in each country of the TERRITORY
itemized, for each of the lines of LACOSTE WATCHES, by category of
LACOSTE WATCHES (as defined in Schedule V) and by type of
points-of-sale (as defined in Schedule IX); and
6.2.9 in a general manner :
a) invite the LICENSOR's personnel to attend (at LICENSOR's expense)
all commercial meetings and to participate in all commercial
trips concerning LACOSTE WATCHES that the LICENSOR may wish in
order to enable the LICENSOR to fulfill its role in particular
with respect to the co-ordination of the marketing,
merchandising, advertising and promotion of the LACOSTE
TRADEMARKS IMAGE; and
b) give the LICENSOR complete access to any and all market surveys,
reports and information it may have (which it is not obliged to
third parties to hold in confidence) regarding the market
position of the LACOSTE WATCHES among competitors, retail
customers and consumers in the TERRITORY; and
c) use reasonable efforts to reply to any request from the LICENSOR
concerning additional details or statistics regarding LACOSTE
WATCHES based on sales; and
d) in the interests of both parties, enable LICENSOR's personnel (at
LICENSOR's expense) to carry out their role of assistance to and
consultation with the MASTER LICENSEE and supply them with such
help and information as may be reasonably available for the
accomplishment of their role and, in particular, provide all
available information and surveys reasonably necessary for the
analysis of the retail outlets sales activity
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so as to permit the LICENSOR to better define the conditions and
the trends of the market; and
e) shall ensure that the APPROVED WATCHES RETAILERS implement and
conform to the marketing and merchandising policy defined in
Article 6.2.4 hereinabove; and
f) shall ensure that the APPROVED WATCHES RETAILERS conform to the
specifications concerning the fittings, the decoration and
architecture of the points-of-sale and use the furniture and
other elements developed jointly by the LICENSOR and the MASTER
LICENSEE according to the provisions of Article 6.1.2 hereinabove
to be used in connection with the sale of the LACOSTE WATCHES;
and
g) in the best interest of the LACOSTE TRADEMARKS IMAGE shall use
its best efforts so that the members of the "LACOSTE BOUTIQUES
AND LACOSTE CORNERS" SELECTIVE DISTRIBUTION SYSTEM (and in
particular the "global stores") which meet the criteria set out
in Article 7.1.1 hereinafter be supplied whenever possible with
the LACOSTE WATCHES.
ARTICLE 7 - DISTRIBUTION AND SALES
The MASTER LICENSEE shall carry out the distribution of the LACOSTE WATCHES in
the TERRITORY exclusively through :
a) the members of the LACOSTE WATCHES SELECTIVE DISTRIBUTION SYSTEM, through
APPROVED WATCHES RETAILERS previously selected in each country of the
TERRITORY and to which, whenever possible, it shall be contractually
linked; and
b) the members of the "LACOSTE BOUTIQUES AND LACOSTE CORNERS" SELECTIVE
DISTRIBUTION SYSTEM, subject to the terms and conditions set forth in
Article 7.2 hereinafter.
7.1 APPROVED WATCHES RETAILERS
So as to provide the consumer with the best service, to ensure the
homogeneity of the high quality of the
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distribution of the LACOSTE WATCHES throughout the world and to guarantee
their authenticity, the MASTER LICENSEE shall select, and require its
SUB-LICENSEES and DISTRIBUTORS to select APPROVED WATCHES RETAILERS on the
basis of the following objective criteria as regards both quality and
techniques, and shall use reasonable commercial efforts to establish with
them, and require its SUB-LICENSEES and DISTRIBUTORS to establish with
them, whenever possible, a contractual relationship including the terms and
conditions set forth in the form of Lacoste Watches Approved Retailer
Contract annexed hereto as Schedule XII.
7.1.1 Conditions of Approval
The MASTER LICENSEE shall select, and shall cause its SUB-LICENSEES
and DISTRIBUTORS to select, as APPROVED WATCHES RETAILERS exclusively
those which meet the standards of performance as set forth in the
Lacoste Watches General Conditions of Distribution annexed hereto as
Schedule XIII for the following criteria :
a) the location and environment of the point-of-sale (type and
category of the building, location in the town in question, type
of shops in the neighborhood, sales area of the shop, quality of
the frontage, length of the shop window); and
b) its fittings (quality of the shop sign, window-dressing, quality
of the furnishings and lighting); and
c) the type, brand and nature of the products sold in the outlet;
and
d) the qualification of the personnel; and
e) the financial capabilities and solvency guarantees.
7.1.2 Approval of the APPROVED WATCHES RETAILERS
The LICENSOR reserves the right to verify that every point of sale
selected by the MASTER LICENSEE as an APPROVED WATCHES RETAILER
conforms to the objective criteria set forth in
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Article 7.1.1 hereinabove (except for the points of sales listed in
Schedule XIV, which, as LICENSOR and MASTER LICENSEE have agreed,
conform to the objective criteria set forth in Article 7.1.1
hereinabove). Except for such points of sale, the MASTER LICENSEE
shall submit or cause to be submitted to the LICENSOR a copy of the
completed application for every potential point of sale for approval.
The LICENSOR shall have ten (10) business days to approve in writing a
potential point of sale based upon the objective criteria set forth
under Article 7.1.1 hereinabove and the LICENSOR shall not
unreasonably withhold, delay or condition its approval, and shall be
deemed to have given its approval if LICENSOR does not notify MASTER
LICENSEE that it disapproves of such proposed point of sale with ten
(10) business days of receipt of the completed application.
7.1.3 Duties of the APPROVED WATCHES RETAILERS
In addition to the obligations usually undertaken by retailers, the
MASTER LICENSEE shall ensure that the agreements between itself and
the APPROVED WATCHES RETAILERS expressly provide that the APPROVED
WATCHES RETAILERS agree that :
a) the standing of the point-of-sale and its environment remain at
all times compatible with the LACOSTE TRADEMARKS IMAGE, as
established and coordinated by the LICENSOR; and
b) the sales area in the store is always sufficient to permit the
presentation of the LACOSTE WATCHES in a sufficient shopping
space without disproportion with the other brands offered for
sale and allowing to distinguish them; and
c) each point-of-sale always contains an adequate range of the
LACOSTE WATCHES; and
d) the sales personnel of each point-of-sale is always well
qualified and trained in presenting and selling the LACOSTE
WATCHES; and
-36-
e) unless prohibited by applicable law, e.g., in the United States
of America, no generalized discount sales policy is applied; and
f) no misleading advertising is made; and
g) the counters, posters, demonstration and other advertising
material are displayed in a prominent position in each store and
set up with the MASTER LICENSEE's approval; and
h) a notice stating "Approved Watches Lacoste Retailer" is displayed
in a prominent position in the window or near the LACOSTE WATCHES
display area.
7.1.4 The MASTER LICENSEE shall ensure that all elements bearing or
representing the LICENSED TRADEMARKS (such as awnings, pennants, etc.)
used by the APPROVED WATCHES RETAILERS on the facade, in the window or
inside their shops are exclusively those supplied by the MASTER
LICENSEE or, exceptionally those which have received the prior and
express written approval of the MASTER LICENSEE.
In this respect, a specific provision shall be included in the written
confirmations issued to the APPROVED WATCHES RETAILERS.
The MASTER LICENSEE shall inform the LICENSOR of any new kind of
material that the APPROVED WATCHES RETAILERS would like to use.
7.1.5 The MASTER LICENSEE shall offer an appropriate warranty on the
LACOSTE WATCHES of at least one (1) year starting from the date of
purchase of such LACOSTE WATCHES, and shall put in place and organize
an after-sale service of the level appropriate with the LACOSTE
TRADEMARKS IMAGE.
7.2 Special provisions applicable to the members of the "LACOSTE BOUTIQUES AND
LACOSTE CORNERS" SELECTIVE DISTRIBUTION SYSTEM
Nothing contained in this MASTER AGREEMENT, and in particular this Article
7.2 and Articles 1.40 or 1.41,
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shall be construed as meaning that LACOSTE WATCHES shall be offered for
sale in each and every LACOSTE BOUTIQUE and LACOSTE CORNER fulfilling the
requirements of Article 7.2.1 hereinafter.
7.2.1 PRESENTATION SURFACE of the LACOSTE WATCHES and/or of the OTHER
LACOSTE PRODUCTS in the LACOSTE BOUTIQUES and LACOSTE CORNERS
a) So as to make sure that at the same time the LACOSTE BOUTIQUES and
LACOSTE CORNERS remain principally devoted to the sale of LACOSTE
APPAREL PRODUCTS and only on a subordinate basis of the LACOSTE
WATCHES and/or of the OTHER LACOSTE PRODUCTS and to allow the
development of the LACOSTE WATCHES together with the OTHER LACOSTE
PRODUCTS, the LACOSTE BOUTIQUES with a COMMERCIAL SURFACE exceeding *
and the LACOSTE CORNERS with a COMMERCIAL SURFACE exceeding * shall be
authorized to sell the LACOSTE WATCHES and all the categories of the
OTHER LACOSTE PRODUCTS that they wish to sell. DEVANLAY shall reserve
for the LACOSTE WATCHES together with the OTHER LACOSTE PRODUCTS in
each of these LACOSTE BOUTIQUES and in each of these LACOSTE CORNERS
at least * of the PRESENTATION SURFACE of such LACOSTE BOUTIQUE or
LACOSTE CORNER.
For the LACOSTE BOUTIQUES with a COMMERCIAL SURFACE exceeding *, the
PRESENTATION SURFACE reserved for the LACOSTE WATCHES together with
the OTHER LACOSTE PRODUCTS shall be at least * of the PRESENTATION
SURFACE of such LACOSTE BOUTIQUE.
DEVANLAY or the relevant LACOSTE APPAREL PRODUCTS DISTRIBUTOR shall
decide with the owner of each LACOSTE BOUTIQUE and of each LACOSTE
CORNER, within the limits fixed above, the percentage of the
PRESENTATION SURFACE reserved for the LACOSTE WATCHES and for the
OTHER LACOSTE PRODUCTS.
DEVANLAY, or the relevant LACOSTE APPAREL PRODUCTS DISTRIBUTOR, shall
decide with the owner of each LACOSTE BOUTIQUE and of each LACOSTE
CORNER the manner in which the space reserved for
* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE
SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT.
-38-
the LACOSTE WATCHES and for the OTHER LACOSTE PRODUCTS shall be
allocated.
The owner of each LACOSTE BOUTIQUE and of each LACOSTE CORNER shall
comply scrupulously and in all respects with the instructions of
DEVANLAY, or of the relevant LACOSTE APPAREL PRODUCTS DISTRIBUTOR,
concerning the merchandising of the LACOSTE WATCHES and of the OTHER
LACOSTE PRODUCTS in the LACOSTE BOUTIQUES and in the LACOSTE CORNERS.
Within this framework, the owners of the LACOSTE BOUTIQUES and of the
LACOSTE CORNERS are free to decide if they want to present LACOSTE
WATCHES in their points of sale and to choose the categories of OTHER
LACOSTE PRODUCTS which they wish to present in their points of sale.
b) Provided that they have been authorized beforehand and in writing by
DEVANLAY, the LACOSTE BOUTIQUES with a COMMERCIAL SURFACE smaller than
or equal to * and the LACOSTE CORNERS with a COMMERCIAL SURFACE
smaller than or equal to * may sell certain LACOSTE WATCHES and/or
OTHER LACOSTE PRODUCTS in the same conditions as those provided for by
the present AGREEMENT. Given the size of these points of sale, the
parties agree that no reservation of a minimum PRESENTATION SURFACE
shall apply to them.
7.2.2 Selection of the collections of the LACOSTE WATCHES for the "LACOSTE
BOUTIQUES AND LACOSTE CORNERS" SELECTIVE DISTRIBUTION SYSTEM
The presence of the LACOSTE WATCHES together with the OTHER LACOSTE
PRODUCTS alongside the LACOSTE APPAREL PRODUCTS in the LACOSTE
BOUTIQUES and in the LACOSTE CORNERS is desirable in the interest of
the LACOSTE TRADEMARKS IMAGE and of the development of the "lifestyle"
image of the Lacoste brand. The purpose is to define for each LACOSTE
BOUTIQUE and for each LACOSTE CORNER a well-balanced solution,
preserving both the LACOSTE TRADEMARKS IMAGE and the interests of the
LACOSTE APPAREL PRODUCTS, the OTHER LACOSTE PRODUCTS and the LACOSTE
WATCHES.
* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE
SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT.
-39-
a) The collections of the LACOSTE WATCHES for the "LACOSTE BOUTIQUES AND
LACOSTE CORNERS" SELECTIVE DISTRIBUTION SYSTEM shall be selected in
each country among the worldwide collections approved by the LICENSOR,
by mutual agreement between each of the distributors of the LACOSTE
WATCHES and the LACOSTE APPAREL PRODUCTS DISTRIBUTOR in such country.
The selection of the collections of the LACOSTE WATCHES means the
determination, by territory, on the one hand, of the product ranges
(choice of models among those existing) of the LACOSTE WATCHES
collections, among which the owner of the point of sale shall be free
to choose when placing his orders and, on the other hand, of the total
number of references/color of LACOSTE WATCHES and of OTHER LACOSTE
PRODUCTS which may be commercialized during a season in each category
of point of sale according to its size and its lay-out. The
determination of the product ranges shall be such as to offer the
owners of the points of sale the opportunity to exercise their choice
among collections having, for the LACOSTE WATCHES and for each
category of OTHER LACOSTE PRODUCTS, a reasonable representativeness.
b) Subject to the terms of paragraph a) hereinabove, such selection shall
be made taking into account :
- the availability of the collections of the LACOSTE WATCHES in
such country, and
- the commercial interest that the LACOSTE WATCHES may offer to the
LACOSTE BOUTIQUES and the LACOSTE CORNERS, and
- the purchasing behavior and habits of such country, and
- the periodicity appropriate to the LACOSTE WATCHES.
c) The collections of the LACOSTE WATCHES chosen for the "LACOSTE
BOUTIQUES AND LACOSTE CORNERS" SELECTIVE DISTRIBUTION SYSTEM in each
country shall be updated with the appropriate periodicity (season,
year) following the rules specified in paragraphs a) and b)
hereinabove.
-40-
d) In the event of a disagreement between a distributor of LACOSTE
WATCHES and a LACOSTE APPAREL PRODUCTS DISTRIBUTOR about the selection
of collections of LACOSTE WATCHES for the "LACOSTE BOUTIQUES AND
LACOSTE CORNERS" SELECTIVE DISTRIBUTION SYSTEM in a given country, the
LICENSOR and DEVANLAY shall make their best efforts to find together a
well-balanced solution which preserves together the LACOSTE TRADEMARKS
IMAGE, the development of the "lifestyle" image of the Lacoste brand
and the interests of the LACOSTE APPAREL PRODUCTS and of the LACOSTE
WATCHES. The final decision shall rest with DEVANLAY.
e) Once the ranges of the LACOSTE WATCHES and of the OTHER LACOSTE
PRODUCTS and the total number of references/color of the LACOSTE
WATCHES and/or of the OTHER LACOSTE PRODUCTS have been selected, the
owners of the LACOSTE BOUTIQUES and of the LACOSTE CORNERS will be
free to decide, within this framework, the quantities of LACOSTE
WATCHES and/or of OTHER LACOSTE PRODUCTS to be ordered.
7.2.3 Supply of the "LACOSTE BOUTIQUES AND LACOSTE CORNERS" SELECTIVE
DISTRIBUTION SYSTEM by the distributors of the LACOSTE WATCHES
a) The distributors of the LACOSTE WATCHES shall present the collections
selected by country directly to the LACOSTE BOUTIQUES and to the
LACOSTE CORNERS, which shall place their orders and repeat orders
directly with them according to their specificities (size, location,
customers). In each territory, the distributors of the LACOSTE WATCHES
shall transmit electronically to the LACOSTE APPAREL PRODUCTS
DISTRIBUTOR concerned a copy of each order placed by the LACOSTE
BOUTIQUES and the LACOSTE CORNERS located in such territory. These
orders shall be sent to the LACOSTE APPAREL PRODUCTS DISTRIBUTOR upon
receipt by the distributors of the LACOSTE WATCHES, and shall specify
the anticipated delivery dates. Upon receipt of the copies of the
orders and within 10 days at most, the LACOSTE APPAREL PRODUCTS
DISTRIBUTORS may contact the concerned distributor(s) of the LACOSTE
WATCHES if, after examining the orders, it appears that
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the selection of the collection for a specific point of sale does not
comply with the terms of Article 7.2.2 hereinabove. In such an event,
the LACOSTE APPAREL PRODUCTS DISTRIBUTOR shall have the right to
request the distributor(s) of the LACOSTE WATCHES concerned not to
accept these orders insofar as they do not conform with the pre-agreed
terms relating to the selection of ranges of LACOSTE WATCHES set forth
in Article 7.2.2 hereinabove. The distributors of the LACOSTE WATCHES
undertake to act in accordance with the request of the LACOSTE APPAREL
PRODUCTS DISTRIBUTOR. In the absence of reaction from the LACOSTE
APPAREL PRODUCTS DISTRIBUTOR within 10 days following the receipt of
the copies of the orders for the beginning of the season, such orders
may be implemented as such. Notwithstanding the foregoing, repeat
orders may be delivered by the distributor of the LACOSTE WATCHES as
soon as they are received.
b) The LACOSTE BOUTIQUES and the LACOSTE CORNERS shall be supplied and
invoiced directly by the distributors of the LACOSTE WATCHES.
c) The distributors of the LACOSTE WATCHES for each country shall send
each semester to the LACOSTE APPAREL PRODUCTS DISTRIBUTOR a detailed
recapitulative statement of the invoices of LACOSTE WATCHES sent to
each LACOSTE BOUTIQUES and LACOSTE CORNER. Copies of these statements
shall be sent simultaneously to the LICENSOR, to DEVANLAY and to the
MASTER LICENSEE.
d) In the event of a violation by a LACOSTE BOUTIQUE or a LACOSTE CORNER
of the limits of the PRESENTATION SURFACE established for the LACOSTE
WATCHES together with the OTHER LACOSTE PRODUCTS in the point of sale
or of the selection of the collections of the LACOSTE WATCHES and of
the OTHER LACOSTE PRODUCTS intended to be commercialized in this point
of sale, or of the maximum number of references/color of LACOSTE
WATCHES and/or of OTHER LACOSTE PRODUCTS which may be commercialized
in such LACOSTE BOUTIQUE or LACOSTE CORNER, or in the event that the
purchasing turnover of LACOSTE APPAREL PRODUCTS during a semester is
less than *
* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE
SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT.
-42-
* of the total purchasing turnover of the relevant LACOSTE BOUTIQUE or
LACOSTE CORNER during the same period, DEVANLAY, or the LACOSTE APPAREL
PRODUCTS DISTRIBUTOR concerned, shall be entitled on a first instance to
issue a warning to the relevant LACOSTE BOUTIQUE or LACOSTE CORNER and, if
any of these occurrences should be repeated, to forbid such point of sale
to commercialize LACOSTE WATCHES and OTHER LACOSTE PRODUCTS during at least
one season.
The LICENSOR and the MASTER LICENSEE shall be informed of such
measures taken by DEVANLAY. The MASTER LICENSEE undertakes to comply
with these measures by suspending all orders and deliveries to such
point of sale.
7.2.4 Selective Distribution Systems
a) The MASTER LICENSEE acknowledges that the LACOSTE BOUTIQUES and the
LACOSTE CORNERS are points of sale with specific characteristics
resulting inter alia from the fact that all the products sold in these
premises bear the LACOSTE TRADEMARKS, as well as from the fact that
these points of sale are principally devoted to the sale of LACOSTE
APPAREL PRODUCTS and only on a subordinate basis of LACOSTE WATCHES
together with OTHER LACOSTE PRODUCTS, contrary to the members of the
"APPROVED APPAREL RETAILERS" SELECTIVE DISTRIBUTION SYSTEM who can
sell products of different brands and who are devoted to the sale of
the LACOSTE APPAREL PRODUCTS, unless they are selected as approved
retailers for LACOSTE WATCHES and/or OTHER LACOSTE PRODUCTS.
Therefore, the LACOSTE BOUTIQUES and the LACOSTE CORNERS constitute
together the "LACOSTE BOUTIQUES AND LACOSTE CORNERS" SELECTIVE
DISTRIBUTION SYSTEM organized by DEVANLAY which is distinct from the
"APPROVED APPAREL RETAILERS" SELECTIVE DISTRIBUTION SYSTEM comprising
the approved retailers for the LACOSTE APPAREL PRODUCTS.
The "LACOSTE BOUTIQUES AND LACOSTE CORNERS" SELECTIVE DISTRIBUTION
SYSTEM is also distinct
* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE
SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT.
-43-
from the LACOSTE WATCHES SELECTIVE DISTRIBUTION SYSTEM organized by
the MASTER LICENSEE.
b) The MASTER LICENSEE therefore undertakes, in its own name and in the
name of its SUB-LICENSEES and its DISTRIBUTORS, to take all
appropriate measures to ensure the integrity of the LACOSTE WATCHES
SELECTIVE DISTRIBUTION SYSTEM, the "LACOSTE BOUTIQUES AND LACOSTE
CORNERS" SELECTIVE DISTRIBUTION SYSTEM and the "APPROVED APPAREL
RETAILERS" SELECTIVE DISTRIBUTION SYSTEM.
7.2.5 Assistance of DEVANLAY and/or of the LACOSTE APPAREL PRODUCTS
DISTRIBUTORS to the "LACOSTE BOUTIQUES AND LACOSTE CORNERS" SELECTIVE
DISTRIBUTION SYSTEM in connection with the LACOSTE WATCHES and/or the
OTHER LACOSTE PRODUCTS
In connection with the LACOSTE WATCHES and/or the OTHER LACOSTE
PRODUCTS that will be offered in the "LACOSTE BOUTIQUES AND LACOSTE
CORNERS" SELECTIVE DISTRIBUTION SYSTEM under the terms of this Article
7.2, DEVANLAY and/or the LACOSTE APPAREL PRODUCTS DISTRIBUTORS have
agreed that :
a) in the field of merchandising, they shall :
- ensure the coherence of the merchandising for the LACOSTE APPAREL
PRODUCTS, the LACOSTE WATCHES and/or the OTHER LACOSTE PRODUCTS,
and
- present in a suitable fashion the LACOSTE WATCHES following the
rules contained in the merchandising guide (called the "Green
Book") and its seasonal editions developed by DEVANLAY, which
shall be updated by the LICENSOR and DEVANLAY and approved by the
LICENSOR, and
- present completely, in particular in the shop-windows, the lines
of LACOSTE APPAREL PRODUCTS, LACOSTE WATCHES together with OTHER
LACOSTE PRODUCTS, so as to express fully the Lacoste
"way-of-life", and
- use their best efforts to include the LACOSTE WATCHES together
with the OTHER LACOSTE PRODUCTS in their local or national
advertising and promotion campaigns.
b) in the field of reporting, they shall :
- do their best efforts to ensure that the LACOSTE BOUTIQUES
progressively put in place IT
-44-
systems allowing a detailed reporting of their sales of LACOSTE
APPAREL PRODUCTS, LACOSTE WATCHES and OTHER LACOSTE PRODUCTS, and
- for those LACOSTE BOUTIQUES who have not yet put in place, and as
long as they have not done so, continue providing the LICENSOR
and the MASTER LICENSEE with reports similar to those available
as of March 1, 2004, and
- supply the LACOSTE BOUTIQUES with such elements as may be
necessary for the IT treatment and the reporting of their sales
of LACOSTE WATCHES, subject to having received the basic data
about the LACOSTE WATCHES necessary to the operation of such a
system from the LICENSOR, who shall have obtained it himself from
the MASTER LICENSEE, and
- prepare and submit to the LICENSOR and to the MASTER LICENSEE,
for the LACOSTE BOUTIQUES which have put in place the necessary
IT systems and have received the necessary basic data about the
LACOSTE WATCHES :
(i) on a monthly basis and under the same conditions and terms as for
the sales of the LACOSTE APPAREL PRODUCTS by the LACOSTE
BOUTIQUES, the information relating to the sales of the LACOSTE
WATCHES in each LACOSTE BOUTIQUE. This information shall include
for each LACOSTE BOUTIQUE the detail of the sales to the consumer
of the LACOSTE WATCHES, and
(ii) on a semi-annual basis the information relating to the sales by
reference of the LACOSTE WATCHES in each of the LACOSTE
BOUTIQUES.
7.2.6 Contribution of the MASTER LICENSEE
a) In consideration of the merchandising and reporting services and of
the reservation of the PRESENTATION SURFACES made for the LACOSTE
WATCHES by the LACOSTE APPAREL PRODUCTS DISTRIBUTORS, the MASTER
LICENSEE shall pay, or shall ensure that its SUB-LICENSEES and its
DISTRIBUTORS pay, each six (6) months, in each country to DEVANLAY,
or, if the distribution of the LACOSTE APPAREL PRODUCTS in this
country has been granted to a LACOSTE APPAREL PRODUCTS DISTRIBUTOR, to
such LACOSTE APPAREL PRODUCTS DISTRIBUTOR, a contribution representing
a fixed
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percentage of * of the purchases of the LACOSTE WATCHES made by the
"LACOSTE BOUTIQUES AND LACOSTE CORNERS" SELECTIVE DISTRIBUTION SYSTEM
in such country.
In view of the importance of the LACOSTE BOUTIQUES having a COMMERCIAL
SURFACE larger than * due to their role as showcases on prime
locations and due to their high operations cost, the MASTER LICENSEE
shall pay, or shall ensure that its SUB-LICENSEES and its DISTRIBUTORS
pay, to DEVANLAY, or, if the distribution of the LACOSTE APPAREL
PRODUCTS in this country has been granted to a LACOSTE APPAREL
PRODUCTS DISTRIBUTOR, to such LACOSTE APPAREL PRODUCTS DISTRIBUTOR, a
contribution representing a fixed percentage of * mentioned
hereinabove, of the purchases of the LACOSTE WATCHES by the LACOSTE
BOUTIQUES having a COMMERCIAL SURFACE larger than *.
b) The amount of the contribution of the MASTER LICENSEE (or of the
SUB-LICENSEES or DISTRIBUTORS, as the case may be) shall be determined
on the basis of their NET SALES to the LACOSTE BOUTIQUES and the
LACOSTE CORNERS.
c) These amounts shall be calculated on June 30 and December 31 of each
year and the corresponding contribution shall be paid no later than
August 31 and February 28 of each year, by the MASTER LICENSEE or the
SUB-LICENSEES or DISTRIBUTORS to DEVANLAY, or if in such country the
distribution of the LACOSTE APPAREL PRODUCTS has been granted to a
LACOSTE APPAREL PRODUCTS DISTRIBUTOR, to such LACOSTE APPAREL PRODUCTS
DISTRIBUTOR.
d) If the contribution due by the MASTER LICENSEE has not been fully paid
at the dates specified in paragraph c) hereinabove to DEVANLAY (or to
the appropriate LACOSTE APPAREL PRODUCTS DISTRIBUTORS), the LACOSTE
GROUP shall have the right, thirty (30) days after a notice given by
registered mail with certified receipt which will not have been
followed by complete payment of all and any due and unpaid
contributions, to instruct
* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE
SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT.
-46-
forthwith the MASTER LICENSEE to stop any further deliveries of the
LACOSTE WATCHES to the members of the "LACOSTE BOUTIQUES AND LACOSTE
CORNERS" SELECTIVE DISTRIBUTION SYSTEM anywhere in the world, and the
MASTER LICENSEE agrees to forthwith comply with such instructions.
7.2.7 Furniture and sales equipment used for the LACOSTE WATCHES
The furniture and other sales equipment used for the LACOSTE WATCHES
in the "LACOSTE BOUTIQUES AND LACOSTE CORNERS" SELECTIVE DISTRIBUTION
SYSTEM shall exclusively be those developed by the LICENSOR in
cooperation with DEVANLAY and/or the MASTER LICENSEE.
DEVANLAY and the LACOSTE APPAREL PRODUCTS DISTRIBUTOR shall be the
sole entities responsible for the lay-out of the LACOSTE BOUTIQUES and
the LACOSTE CORNERS, subject to the terms of this Article 7.2.
7.2.8 End-of-season goods
The rules applied by the LACOSTE BOUTIQUES and the LACOSTE CORNERS for
the sale end-of-season goods shall be those applicable to the LACOSTE
APPAREL PRODUCTS, but, to the extent possible, shall also have to
follow those applicable to the LACOSTE WATCHES.
7.2.9 Specific agreements
In the event that specific agreements, departing from the provisions
set forth hereinabove in Articles 7.2.1 to 7.2.8 are concluded either
between DEVANLAY and the MASTER LICENSEE, or between a distributor of
LACOSTE WATCHES and the LACOSTE APPAREL PRODUCTS DISTRIBUTOR in a
given territory, the terms of such specific agreements shall prevail
over the provisions set forth hereinabove in Articles 7.2.1 to 7.2.8.
The MASTER LICENSEE shall promptly inform the LICENSOR of any such
specific agreement.
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7.2.10 Breach of the obligations of the MASTER LICENSEE under the
provisions set forth in Articles 7.2.1 to 7.2.9
The MASTER LICENSEE acknowledges that in the event of a breach in one
or several countries in the TERRITORY by the MASTER LICENSEE or by a
SUB-LICENSEE or a DISTRIBUTOR of their obligations under the
provisions set forth hereinabove in Articles 7.2.1 to 7.2.9, the
LICENSOR has undertaken towards DEVANLAY and the LACOSTE APPAREL
PRODUCTS DISTRIBUTORS to use its best efforts to obtain from the
MASTER LICENSEE or from its SUB-LICENSEE or DISTRIBUTOR that it
remedies such breach. The MASTER LICENSEE further acknowledges that in
the event such efforts remain unsuccessful, the LICENSOR has agreed
that DEVANLAY and the LACOSTE APPAREL PRODUCTS DISTRIBUTORS shall no
longer be bound by any of their commitments concerning the presence or
the sale of the LACOSTE WATCHES in the "LACOSTE BOUTIQUES AND LACOSTE
CORNERS" SELECTIVE DISTRIBUTION SYSTEM in such country(ies), which the
MASTER LICENSEE and its SUB-LICENSEE or DISTRIBUTOR accept.
7.3 INTERNET - MAIL ORDER
The LICENSOR is desirous to protect in the TERRITORY the LACOSTE TRADEMARKS
IMAGE, the MODELS, the LACOSTE WATCHES as well as the LACOSTE APPAREL
PRODUCTS and the OTHER LACOSTE PRODUCTS sold under the LICENSED TRADEMARKS.
The LICENSOR also desires to protect the consumer from the counterfeiting
of the above and desires to offer the consumer an appropriate environment
and a high quality service. For all these reasons, the LACOSTE WATCHES must
be exclusively sold through the LACOSTE WATCHES SELECTIVE DISTRIBUTION
SYSTEM and the "LACOSTE BOUTIQUES AND LACOSTE CORNERS" SELECTIVE
DISTRIBUTION SYSTEM.
In consequence, the advertising and/or the sale of the LACOSTE WATCHES on
the Internet are authorized provided that the following conditions are met
:
7.3.1 the advertising and/or the sale of the LACOSTE WATCHES on the
Internet or by Mail Order may only be made by APPROVED WATCHES
RETAILERS and members
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of the "LACOSTE BOUTIQUES AND LACOSTE CORNERS" SELECTIVE DISTRIBUTION
SYSTEM; and
7.3.2 the web site or the Mail Order catalogues on which the LACOSTE
WATCHES shall be advertised and/or sold shall be submitted to LICENSOR
for LICENSOR's written approval. Such approval shall be granted if the
following conditions are met :
a) the name, the environment, the presentation and the general
standing of the web site or the Mail Order catalogues as well as
the way it functions shall be compatible with the LACOSTE
TRADEMARKS IMAGE; and
b) the web site or the Mail Order catalogues shall offer to
consumers a high quality service for the LACOSTE WATCHES; and
c) the manner in which the MODELS and the LICENSED TRADEMARKS are
presented on the web site or in the Mail Order catalogues in
connection with the advertising and/or the sale of the LACOSTE
WATCHES shall be submitted to LICENSOR for LICENSOR's written
approval. The APPROVED WATCHES RETAILERS and the members of the
"LACOSTE BOUTIQUES AND LACOSTE CORNERS" SELECTIVE DISTRIBUTION
SYSTEM may not include or use any of the LICENSED TRADEMARKS in
the workings (as they exist as of this day or in the future) of
the web, and in particular no LICENSED TRADEMARK may be included
or used in a domain name, an URL address or an e-mail address.
7.4 MARKETING POLICY
7.4.1 The MASTER LICENSEE undertakes to apply a marketing policy which
takes into account the characteristics of the main markets of the
TERRITORY and the policies practiced on each of these markets for
products of comparable quality and commercial standard, so as to
preserve the LACOSTE TRADEMARKS IMAGE.
7.4.2 The MASTER LICENSEE shall be free to fix its wholesale prices to the
members of the LACOSTE WATCHES SELECTIVE DISTRIBUTION SYSTEM and the
-49-
"LACOSTE BOUTIQUES AND LACOSTE CORNERS" SELECTIVE DISTRIBUTION SYSTEM
so as to facilitate the diffusion of the LACOSTE WATCHES and the
development of sales within the TERRITORY. The MASTER LICENSEE shall
keep the LICENSOR informed on a regular basis of its pricing policy.
More specifically, the MASTER LICENSEE shall inform the LICENSOR of
any modification in its price structure as soon as practicable after
such modification.
Unless prohibited by applicable law, e.g., in the United States of
America, reduction of price points by MASTER LICENSEE for the LACOSTE
WATCHES if not justified by normal business reasons, such as technical
ones or currency exchange fluctuations, may not be implemented if such
a move risks in any way to have negative consequences on the LACOSTE
TRADEMARKS IMAGE.
Unless prohibited by applicable law, e.g., in the United States of
America, it is agreed that the prices invoiced to the members of the
LACOSTE WATCHES SELECTIVE DISTRIBUTION SYSTEM and the "LACOSTE
BOUTIQUES AND LACOSTE CORNERS" SELECTIVE DISTRIBUTION SYSTEM during
the notice period provided for in Articles 18.3 and 20.4 hereinafter
may not be lower than *.
ARTICLE 8 - PROMOTION AND ADVERTISING
8.1 In order to allow the LICENSOR to coordinate in the TERRITORY a promotional
and advertising policy for the sale of the LACOSTE WATCHES compatible with
the prestige of the LACOSTE TRADEMARKS and of the name Lacoste and which
support a satisfactory development of sales, the LICENSOR and the MASTER
LICENSEE agree that :
8.1.1 the development of the advertising of the LACOSTE TRADEMARKS IMAGE
shall be made by the LICENSOR at the LICENSOR's costs. The LICENSOR
shall draw up twice a year at the latest before November 30 and May 31
of each year the strategy defining the policy to be implemented for
the advertising of
* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE
SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT.
-50-
the LACOSTE TRADEMARKS IMAGE as well by the MASTER LICENSEE as by the
LICENSOR's other licensees (briefings) and recalling the basic
permanent or semi-permanent rules to be followed for said advertising,
more particularly with respect to the use of the LACOSTE TRADEMARKS
(Charter); and
8.1.2 the development of the advertising for the LACOSTE WATCHES shall be
made by the MASTER LICENSEE at the MASTER LICENSEE's costs, respecting
as closely as possible the PROMOTION AND ADVERTISING KNOW-HOW put at
the MASTER LICENSEE's disposal by the LICENSOR including the LACOSTE
TRADEMARKS IMAGE advertising policy defined by the LICENSOR according
to the provisions of Article 8.1.1 hereinabove. The costs relating to
the exploitation of the advertising of the LACOSTE WATCHES (media
buying etc...) shall be borne by the MASTER LICENSEE, its
SUB-LICENSEES and its DISTRIBUTORS and shall be deemed as constituting
an integral part of the promotion and advertising budgets defined in
Article 8.2.2 hereinafter; and
8.1.3 the LACOSTE TRADEMARKS IMAGE's promotional programs (professional
sportsmen, product placement in motion pictures, etc.) shall be :
a) when they have an international impact, developed by the LICENSOR
after having consulted the MASTER LICENSEE. The costs related to
these promotional programs shall be equally shared (according to
the provisions of and within the ceiling * provided in Article
8.4.1 hereinafter) between, on one side, the MASTER LICENSEE
(and, as the case may be, if said programs concern the LACOSTE
APPAREL PRODUCTS and/or the OTHER LACOSTE PRODUCTS, the
LICENSOR's licensees and/or distributors for such products) and
on the other side, the LICENSOR. The MASTER LICENSEE share of
costs shall be deemed as constituting an integral part of the
promotion and advertising budgets defined in Article 8.2.2
hereinafter; and
* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE
SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT.
-51-
b) when they have essentially a national impact, developed by the
MASTER LICENSEE after having consulted the LICENSOR respecting as
closely as possible the PROMOTION AND ADVERTISING KNOW-HOW put at
the MASTER LICENSEE's disposal by the LICENSOR including the
policy defined by the LICENSOR for the promotion of the image of
the LACOSTE TRADEMARKS according to the provisions of Article
8.1.3a) hereinabove. The costs relating to these promotional
programs shall be borne exclusively by the MASTER LICENSEE, its
SUB-LICENSEES and its DISTRIBUTORS and shall be deemed as
constituting an integral part of the promotion and advertising
budgets defined in Article 8.2.2 hereinafter.
8.2 To this effect, the MASTER LICENSEE :
8.2.1 shall participate (or shall ensure that its SUB-LICENSEES and its
DISTRIBUTORS participate) in the coordination meetings organized at
least twice a year in each of the MAIN COUNTRIES within the TERRITORY
by the LICENSOR with the other main licensees and/or distributors for
the LACOSTE APPAREL PRODUCTS and OTHER LACOSTE PRODUCTS in order to
ensure the consistency of the different promotional and advertising
campaigns; and
8.2.2 shall allocate (or procure that its SUB-LICENSEES and its
DISTRIBUTORS allocate) for the promotional and advertising actions
listed in Schedule XVII an annual advertising and promotional budget
representing no less than * of its estimated NET SALES determined in
conformity with the provisions of Article 6.2.7 hereinabove. At the
last of the Watches Committees of each year, the MASTER LICENSEE shall
submit to the LICENSOR its advertising and promotion budget detailed
by country and itemized as given in Schedule XVII, according to its
forecasts of NET SALES for the concerned year, as well as a
description of its main promotional and advertising actions or
campaigns; and
8.2.3 provide the LICENSOR once a year at the beginning of the month of
March with a report on the
* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE
SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT.
-52-
amounts spent on advertising and promotion during the previous
calendar year by country itemized as given in Schedule XVII; and
8.2.4 shall take all reasonable steps to ensure in particular that not only
the LACOSTE TRADEMARKS IMAGE, but also the personal reputation of Mr.
Rene Lacoste and his family are safeguarded; and
8.2.5 shall use exclusively the lettering, labels and logos created by the
LICENSOR when advertising or promoting the "Lacoste" image and the
LACOSTE WATCHES; and
8.2.6 if any apparel or other products of the type comprising the LACOSTE
APPAREL PRODUCTS or the OTHER LACOSTE PRODUCTS are to be depicted in
any advertising or promotional material for LACOSTE WATCHES, shall use
in such advertising and promotional material for the LACOSTE WATCHES
exclusively the LACOSTE APPAREL PRODUCTS and/or OTHER LACOSTE PRODUCTS
or accessories bearing the LACOSTE TRADEMARKS whenever such exist and
are available; and
8.2.7 shall consult with the LICENSOR before retaining any promotion,
communication or advertising agency for work in relation with the
LACOSTE WATCHES; and
8.2.8 shall in a general manner, consult the LICENSOR when planning its
advertising and promotional programs and inform the LICENSOR of the
particulars of such programs before they are finalized by its
advertising agents, in particular with the purpose of allowing the
coordination of these programs with those of the other licensees of
the LICENSOR (media plans); and
8.2.9 prior to the first use thereof, shall submit to the LICENSOR a copy
or a photograph of its advertising or promotional projects (press and
TV advertising, catalogues, posters, circulars and in general all
publi-promotional material) and/or sales aids such as, in particular,
the furniture, the booths for trade shows and the private or public
salesrooms intended to facilitate or
-53-
promote the distribution and sale of the LACOSTE WATCHES. The LICENSOR
shall have a fifteen (15) day period to notify in writing MASTER
LICENSEE that it approves or disapproves the content, the form and/or
the media used for these projects. Should the LICENSOR not respond
within said fifteen (15) days period, it will be deemed to have given
its approval; and
8.2.10 shall allow the LICENSOR and the LICENSOR's other licensees to use
free of charge for their activities, subject only to the payment of
the creative and authors' rights, such advertising and promotional
creations and ideas; and
8.2.11 shall ensure that the APPROVED WATCHES RETAILERS comply with the
conditions mentioned in Articles 8.2.4 to 8.2.10 hereinabove and 8.3
hereinafter, should they themselves elect to advertise and promote the
sale of the LACOSTE WATCHES and in particular, include a special
clause in its general sales conditions and/or agreements with such
APPROVED WATCHES RETAILERS to this effect; and
8.3 The MASTER LICENSEE, its SUB-LICENSEES and its DISTRIBUTORS shall not,
except after having obtained the previous written agreement of the
LICENSOR, and in such event according to the LICENSOR's prescriptions,
register a domain name including the name Lacoste or Crocodile.
The MASTER LICENSEE, its SUB-LICENSEES and its DISTRIBUTORS may use web
pages in the sites created by or for the LICENSOR in certain countries of
the TERRITORY, provided such sites are to be shared among the different
LICENSOR's licensees and/or distributors and the content of which shall be
provided by the MASTER LICENSEE, its SUB-LICENSEES and its DISTRIBUTORS to
the LICENSOR.
The MASTER LICENSEE, its SUB-LICENSEES and its DISTRIBUTORS shall provide
the LICENSOR with the necessary information to update said web pages,
whenever requested by the LICENSOR.
Should the MASTER LICENSEE, its SUB-LICENSEES or its DISTRIBUTORS wish to
include a web page in their own institutional web sites in relation with
the LICENSED TRADEMARKS and the LACOSTE WATCHES, or links with the
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sites of the LACOSTE GROUP, the MASTER LICENSEE, its SUB-LICENSEES and its
DISTRIBUTORS shall have to submit their plans to the LICENSOR and obtain
its prior written approval before going on line. The same procedure shall
apply for the updating of said web page.
8.4 The LICENSOR shall, for its part :
8.4.1 continue the promotional and advertising activities that it has
carried out for many years throughout the world. It is specified that,
should the LICENSOR undertake operations which are in the world-wide
interest of the LACOSTE TRADEMARKS and which may be used or have
direct or indirect repercussions with respect to the distribution of
the LACOSTE WATCHES or the promotion and advertising of the LACOSTE
TRADEMARKS IMAGE (and in particular either the promotional actions
described in Article 8.1.3a) hereinabove, or the expenses for the
advertising of the LACOSTE TRADEMARKS IMAGE as provided in Article
8.1.1 hereinabove), the MASTER LICENSEE shall have to contribute
financially to such operations for such share as the LICENSOR shall
decide, but only up to a maximum amount not exceeding for each year *
NET SALES forecasts defined in Article 6.2.7 hereinabove for such
year. The amount spent by the MASTER LICENSEE for such operations
shall be deemed as constituting an integral part of the advertising
and promotion budget provided for in Article 8.2.2 hereinabove. If the
LICENSOR does not use up such right during any one (1) year, then the
amount not used up during such year may not be carried forward in the
following year.
The LICENSOR shall invoice the MASTER LICENSEE for its share of such
expenses regularly during the course of the year, and the MASTER
LICENSEE shall settle such invoices within thirty (30) days; and
8.4.2 supply the MASTER LICENSEE from time to time, at cost price, with any
advertising material used by the LICENSOR that the MASTER LICENSEE may
wish to purchase; and
* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE
SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT.
-55-
8.4.3 use reasonable efforts to keep the MASTER LICENSEE informed of the
actions of its other licensees and distributors in the field of their
marketing, merchandising, promotion and advertising programs, for
instance at the time of the coordination meetings regularly organized
by the LICENSOR, to which the MASTER LICENSEE shall attend as provided
by Article 6.2.4 hereinabove; and
8.4.4 ensure that its licensees and distributors for the LACOSTE APPAREL
PRODUCTS and the OTHER LACOSTE PRODUCTS fulfill the same obligations
in respect of advertising and promotion as are binding upon the MASTER
LICENSEE as regards to the LACOSTE WATCHES pursuant to Article 8.2
hereinabove.
ARTICLE 9 - COLLECTIONS AND LACOSTE CLUB
The MASTER LICENSEE shall supply the LICENSOR free of charge two complete lines
of LACOSTE WATCHES each year during the term of this MASTER AGREEMENT.
The LACOSTE WATCHES purchased by the LICENSOR from the MASTER LICENSEE to be
sold or given as gifts through the Lacoste Club as well as the other LACOSTE
WATCHES the LICENSOR may need for its own use shall be invoiced by the MASTER
LICENSEE to LICENSOR *.
ARTICLE 10 - END-OF-SEASON GOODS AND SECONDS
10.1 SECONDS and end-of-season close-outs of LACOSTE WATCHES (LACOSTE WATCHES no
longer included in the collection of the LACOSTE WATCHES) may be sold with
the LICENSED TRADEMARKS by the MASTER LICENSEE, its SUB-LICENSEES and its
DISTRIBUTORS exclusively through the normal channels of distribution for
the LACOSTE WATCHES, outlet stores operated by MASTER LICENSEE, its
SUB-LICENSEES or its affiliates and off-price customers that are approved
in advance by LICENSOR (which approval shall not be unreasonably withheld,
delayed or conditioned). LICENSOR agrees that the off-price customers
listed on Schedule XV attached hereto are approved off-price customers as
of
* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE
SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT.
-56-
the date of this MASTER AGREEMENT for sales of SECONDS and end-of-season
close-outs of LACOSTE WATCHES..
10.2 Damaged or defective LACOSTE WATCHES which cannot be repaired may in no
circumstances be sold in any manner whatsoever, and shall be destroyed at
their expense by the MASTER LICENSEE, its SUB-LICENSEES or its
DISTRIBUTORS.
ARTICLE 11 - UNFAIR COMPETITION
In consideration of the rights hereby granted to the MASTER LICENSEE under this
MASTER AGREEMENT, the MASTER LICENSEE undertakes :
11.1 not to reproduce, manufacture, distribute or sell during the term of this
MASTER AGREEMENT for its own account or for the account of third parties,
directly or indirectly, any product identical with or confusingly similar
to the LACOSTE WATCHES or likely to create confusion in the mind of the
public, or having certain characteristics unique to any MODEL of the
LACOSTE WATCHES, such undertaking to remain in full force and effect for
five (5) years after the DATE OF TERMINATION of this MASTER AGREEMENT; and
11.2 to never manufacture, distribute or sell for its own account or for the
account of third parties, directly or indirectly, any product bearing a
name, trademark or emblem confusingly similar to the LACOSTE TRADEMARKS, or
likely to be confused with the LACOSTE TRADEMARKS. This prohibition is
permanent.
ARTICLE 12 - LICENSED TRADEMARKS USE
12.1 The LICENSOR shall supply the MASTER LICENSEE with the list of the LICENSED
TRADEMARKS country by country and shall inform the MASTER LICENSEE of any
modification of such list. The LICENSOR undertakes that in each country of
the TERRITORY at least one (1) representation of the Crocodile and one (1)
word-mark including the name "Lacoste" are available for use by the MASTER
LICENSEE. To the knowledge of the LICENSOR, as of the date of this
AGREEMENT, no claim has been asserted in writing against the LICENSOR or
any licensee of LICENSOR alleging that the use of the LICENSED TRADEMARKS
by the LICENSOR or by
-57-
any such licensee infringes the intellectual property rights of any third
party.
12.2 The LICENSED TRADEMARKS shall be affixed on the LACOSTE WATCHES and the
MASTER LICENSEE shall describe the ownership and right to use the LICENSED
TRADEMARKS only in such form and manner as may be approved from time to
time by the LICENSOR. The LACOSTE WATCHES shall bear no other name or mark
or wording which may or would in the normal course of event lead third
parties to believe that the LICENSED TRADEMARKS are owned by any person,
firm or corporation other than the LICENSOR.
Any additional mark or wording required by the laws and regulations in
force in certain of the countries of the TERRITORY shall have to be
submitted to the prior written approval of the LICENSOR, which will have
the right to decide of their size or placement whenever possible.
12.3 No representation of the LICENSED TRADEMARKS or combinations thereof shall
be put in use by the MASTER LICENSEE without the prior written approval of
the LICENSOR.
12.4 The MASTER LICENSEE acknowledges that the representation of the LICENSED
TRADEMARKS has a significant effect upon the public's perception and
understanding of the LACOSTE TRADEMARKS IMAGE, and that changes in such
representation need to be few and carefully planned. If the LICENSOR
desires to change the form or manner of use of any LICENSED TRADEMARKS from
that previously approved by it, such change shall either take effect after
(and as soon as) the MASTER LICENSEE's components and elements using such
LICENSED TRADEMARKS as previously approved are used up, or shall take
effect at once if the LICENSOR agrees to hold the MASTER LICENSEE harmless
against actual losses incurred by the MASTER LICENSEE as a result of such
change. The LICENSOR shall give notice to the MASTER LICENSEE of any such
change six (6) months at least before its implementation.
12.5 The MASTER LICENSEE undertakes to never use any pictorial representation of
an alligator, crocodile, lizard- or saurian-like reptile on or in
connection with products other than the LACOSTE WATCHES.
12.6 The MASTER LICENSEE undertakes to use any word relating to an alligator,
crocodile, lizard or saurian-like
-58-
reptile only on or in connection with the LACOSTE WATCHES, or in connection
with the description of materials/components of other products manufactured
or distributed by the MASTER LICENSEE.
12.7 The MASTER LICENSEE shall always respect good trade practices in the manner
and use of the LICENSED TRADEMARKS and adhere to such reasonable opinion as
may be provided from time to time by the LICENSOR's trademark counsels for
such use.
12.8 In order to maintain adequate protection for the LICENSED TRADEMARKS and
notwithstanding the exclusivity of the rights granted to the MASTER
LICENSEE, the LICENSOR shall retain the right to sell, directly or
indirectly, if the MASTER LICENSEE for any reason is not able to do so
itself, appropriate quantities of LACOSTE WATCHES within certain parts of
the TERRITORY, provided that the LICENSOR shall first provide the MASTER
LICENSEE the opportunity to make any such sales. The LICENSOR shall keep
the MASTER LICENSEE informed of any such sales, and shall make all
reasonable efforts to coordinate its actions in this regard with those of
the MASTER LICENSEE.
ARTICLE 13 - PACKAGING AND CASES
13.1 The packaging, cases, etc. for the LACOSTE WATCHES shall be created and
developed in the same conditions as the LACOSTE WATCHES themselves, as
provided in Article 4.3.2 hereinabove. The mock-ups and designs for the
packaging, cases, etc. shall be submitted by the MASTER LICENSEE to the
LICENSOR under the same conditions as those provided for the LACOSTE
WATCHES themselves in Article 4.3.3 hereinabove.
13.2 The MASTER LICENSEE undertakes to never use neither such packaging, cases,
etc., nor any part thereof, for any purpose other than in connection with
the LACOSTE WATCHES.
13.3 Any packaging, case, etc., bearing or representing the LICENSED TRADEMARKS
to be used in connection with the LACOSTE WATCHES shall be purchased
exclusively by the MASTER LICENSEE from SUPPLIERS. Appropriate SUPPLY
AGREEMENTS shall be entered into in writing between the MASTER LICENSEE and
such SUPPLIERS.
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The molds, prints, tools and computer data bearing or representing the
LICENSED TRADEMARKS or allowing their reproduction shall remain at all
times the property of the MASTER LICENSEE, shall be handled carefully and
protected in order to avoid theft or any unauthorized use of such. The
molds, prints, tools and computer data shall be returned to the MASTER
LICENSEE at the end of each of the SUPPLY AGREEMENTS.
13.4 The MASTER LICENSEE shall keep detailed accounts showing the flow of the
packaging, cases, etc. bearing or representing the LICENSED TRADEMARKS.
13.5 At regular intervals, the MASTER LICENSEE shall, as instructed by the
LICENSOR, destroy at its own expense all defective packaging, cases, etc.
in its possession, and shall inform the LICENSOR of such destruction.
ARTICLE 14 - LACOSTE TRADEMARKS AND MODELS
14.1 The MASTER LICENSEE undertakes not to use the LACOSTE TRADEMARKS or the
MODELS otherwise than within the scope and the limits of this MASTER
AGREEMENT and for the sale of the LACOSTE WATCHES.
14.2 The MASTER LICENSEE hereby acknowledges that the LICENSOR is the sole
owner, worldwide, of the LACOSTE TRADEMARKS and the MODELS.
14.3 The MASTER LICENSEE undertakes to strictly respect the LICENSOR's
intellectual property rights.
Consequently, the MASTER LICENSEE :
14.3.1 shall not apply for registration of any of the LACOSTE TRADEMARKS
nor for the registration of any trademark confusingly similar to, or
resembling the LACOSTE TRADEMARKS anywhere in the world, nor shall it
assist any party other than the LICENSOR to do so except with the
prior written consent of the LICENSOR, such prohibitions applying to
each and every kind of goods or services in any class of the
International Classification of Goods and Services; and
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14.3.2 undertakes to facilitate during the term of this MASTER AGREEMENT
all applications for the registration of trademarks which the LICENSOR
may apply for at LICENSOR's own expense anywhere in the world to
protect the LACOSTE TRADEMARKS in any class or category of a national
or international classification, it being hereby expressly
acknowledged by the MASTER LICENSEE that any such trademark or any
other right thus obtained shall be the exclusive property of the
LICENSOR; and
14.3.3 shall, during the term of this MASTER AGREEMENT, uphold and assist
the LICENSOR in maintaining, at the LICENSOR's exclusive expense,
adequate trademark registration of the LICENSED TRADEMARKS within the
TERRITORY; and
14.3.4 shall not apply for the registration of any of the MODELS nor for
the registration of any model confusingly similar to the MODELS
anywhere in the world, nor shall it assist any party other than the
LICENSOR to do so, except jointly with the LICENSOR; and
14.3.5 shall be vigilant in watching for any infringement of the LICENSOR's
rights in the LACOSTE TRADEMARKS or the MODELS, and shall consequently
promptly notify the LICENSOR after becoming aware of the same of any
act that may constitute a counterfeit, an usurpation or an imitation
of the LICENSED TRADEMARKS or the MODELS, as well as of any act of
unfair competition. The LICENSOR alone shall be responsible for taking
action against infringers but the MASTER LICENSEE shall assist the
LICENSOR in every possible way, and shall ensure that its
SUB-LICENSEES, its DISTRIBUTORS, its SUB-CONTRACTORS and the SUPPLIERS
assist it also in every possible way.
The expenses of the proceedings incident to or contemplated by this
Article 14.3.5 relating to the LACOSTE WATCHES as well as any damages
that might be awarded as a result of such action shall be shared
equally (subject to the terms of Article 14.4 hereinafter) between the
LICENSOR on the one hand and the MASTER LICENSEE and/or, as
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the MASTER LICENSEE may decide, its SUB-LICENSEES and DISTRIBUTORS on
the other hand. The expenses relating to investigations (i.e. private
detectives, enquiry agents, etc.) if previously agreed upon between
the LICENSOR and the MASTER LICENSEE and/or its SUB-LICENSEES and
DISTRIBUTORS, shall be shared equally (subject to the terms of Article
14.4 hereinafter) in the same manner; and
14.3.6 shall defend at its own costs and expenses any action for unfair
competition, passing-off, copyright, patent or design infringement,
including advertising or other related cause of action arising out of
its use of the LICENSED TRADEMARKS or the MODELS, and shall give
prompt notice in writing to the LICENSOR of any such action. The
LICENSOR shall always have the right to participate in such an action
at its sole discretion. In this event the expenses of the proceedings
as well as any damage arising from such action shall be shared
equally. In any event, the LICENSOR shall provide its assistance to
the MASTER LICENSEE in such defense; and
14.3.7 shall in no circumstances, and whatever may have been the duration
of this MASTER AGREEMENT or the reason for its termination or
non-renewal, be entitled to any claim to the ownership of the LACOSTE
TRADEMARKS, or, after the DATE OF TERMINATION, of the MODELS.
14.4 If, in any given year, the share of the expenses to be paid by the MASTER
LICENSEE according to the terms of Article 14.3.5 hereinabove exceeds * of
NET SALES during such year, the MASTER LICENSEE shall have the right to
limit its share of such expenses to an amount equal to * of NET SALES in
such year. If the MASTER LICENSEE makes such election, it shall so notify
LICENSOR and then the LICENSOR may terminate this AGREEMENT as provided in
Article 20.4 hereinafter.
14.5 In no circumstances, the LICENSOR may be held liable by the MASTER LICENSEE
for any loss the MASTER LICENSEE may suffer due to acts of counterfeiting,
imitation, usurpation or unfair competition committed by third parties.
* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE
SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT.
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14.6 Notwithstanding the foregoing, either party shall have the right to
prosecute by law any third party for unfair competition according to its
own interest and at its own expense.
14.7 The MASTER LICENSEE shall use all appropriate efforts to ensure that the
LACOSTE WATCHES do not infringe third parties intellectual property rights
in the field of copyright, models, designs and patents.
ARTICLE 15 - CONFIDENTIALITY
15.1 The LICENSOR and the MASTER LICENSEE recognize that the information
(including the STYLING KNOW-HOW, the MARKETING AND MERCHANDISING KNOW-HOW
the PROMOTION AND ADVERTISING KNOW-HOW and the WATCHES KNOW-HOW) they have
so far received and shall receive in the future, related directly or
indirectly to this MASTER AGREEMENT (a) shall remain the exclusive property
of the party which has provided it, (b) shall be kept strictly confidential
by both parties, (c) shall only be used within the scope and during the
term of this MASTER AGREEMENT by the party which has not provided it, while
the party which has provided it may use it freely, either during the entire
term of this MASTER AGREEMENT (subject to the terms of Articles 2 and 11
hereinabove) as well as after its expiration or termination for whatever
reason, and (d) shall not be revealed to third parties by the party which
has not provided it without having obtained the prior written agreement of
the party which has provided such information. The information which is
already fully in the public domain, received from third parties which are
not required to keep it confidential or which one of the parties is
required to reveal by virtue of legal or regulatory requirements, shall not
be covered by this Article 15.1.
15.2 However, and as an exception to the provisions of Article 15.1 hereinabove,
the LICENSOR may disclose to its other licensees and distributors the
confidential marketing and communication information received from the
MASTER LICENSEE and use such information in the context of its agreements
with its other licensees and distributors, to the extent that a) such
confidential information offers a direct interest for the development of
the "Lacoste" activity of said licensees and
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distributors and b) does not relate to manufacturing or production costs of
the MASTER LICENSEE for the LACOSTE WATCHES.
15.3 The LICENSOR and the MASTER LICENSEE undertake to have third parties (such
as advertising agencies, marketing research offices, etc.) to whom they may
have recourse sign commitments according to which they shall undertake to
never reveal to any party the confidential information of any nature
whatsoever which shall have been given to them by the LICENSOR or the
MASTER LICENSEE in the framework of the services required or which they
shall have learned by chance, as well as to never use for the benefit of
third parties or to transmit to said third parties the creations or studies
carried out for the benefit of the LICENSOR or the MASTER LICENSEE, except
with the prior written approval of the LICENSOR and of the MASTER LICENSEE.
15.4 The provisions contained in this Article 15 shall remain in force even
after the termination or non-renewal of this MASTER AGREEMENT for a period
of ten (10) years after said termination or non-renewal.
ARTICLE 16 - COMPENSATION
16.1 For and in consideration of the rights and licenses granted or to be
granted to it herein, the MASTER LICENSEE shall pay :
16.1.1 to LACOSTE when relating to LACOSTE WATCHES sold in the countries
listed in Schedule IV.a; and
16.1.2 to SPL when relating to LACOSTE WATCHES sold in the countries listed
in Schedule IV.b; and
16.1.3 to LCA when relating to LACOSTE WATCHES sold in the countries listed
in Schedule IV.c
as a royalty such sum or sums as shall, after deduction therefrom of all
taxes and charges applicable thereto, amount to * of the NET SALES of
LACOSTE WATCHES.
16.2 Whenever the LICENSOR can obtain tax credits or other credits of any nature
for the taxes and charges paid by the MASTER LICENSEE, then LICENSOR shall
notify MASTER
* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE
SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT.
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LICENSEE of such credits and the MASTER LICENSEE may deduct such taxes and
charges from the corresponding royalty payments.
ARTICLE 17 - REPORTS OF ROYALTIES AND PAYMENTS
17.1 As regards the implementation of Article 16 hereinabove, the MASTER
LICENSEE shall, and shall ensure that its SUB-LICENSEES and its
DISTRIBUTORS maintain true, accurate and complete records of NET SALES and
SALES TO DISTRIBUTORS of each model of each line of LACOSTE WATCHES, and
shall provide, and ensure that its SUB-LICENSEES provide, the LICENSOR with
true and accurate quarterly statements of such NET SALES and SALES TO
DISTRIBUTORS in a form satisfactory to the LICENSOR, no later than two (2)
months after the end of each QUARTER, showing separately country by
country:
17.1.1 the total number of each model of said LACOSTE WATCHES, sold during
each month of the preceding QUARTER as well as the total number of
each model of LACOSTE WATCHES returned; and
17.1.2 NET SALES and SALES TO DISTRIBUTORS and the details of their
computation from gross and net receipts from the sales of each model
of said LACOSTE WATCHES during each month of such QUARTER; and
17.1.3 the amount or amounts due to the LICENSOR under Article 16
hereinabove for each month of such QUARTER.
17.2 Simultaneously to providing such statements, the MASTER LICENSEE shall, or
shall ensure that its SUB-LICENSEES pay to the LICENSOR according to the
provisions of Article 16.1 hereinabove, at such address as LACOSTE, SPL, OR
LCA may designate in writing, the amount or amounts due respectively to
LACOSTE, SPL, OR LCA. Any overpayment (by reason of later returns, rebates
or discounts actually given) for any one QUARTER may be credited to amounts
due for any subsequent QUARTER.
17.3 Interest calculated at the two months EURIBOR rate plus two percent (2%)
shall also be due and paid on any amount in arrears up to thirty (30) days
and at the two months
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EURIBOR rate plus five percent (5%) on any amount in arrears over thirty
(30) days.
17.4 All sums due pursuant to this MASTER AGREEMENT are to be paid in Euros, in
full amount without any deduction of any kind.
The rate of exchange used for the conversion of any currency into Euros
shall be the rate of exchange published by the Wall Street Journal on the
first day of the month for which a statement of NET SALES and SALES TO
DISTRIBUTORS is being furnished and/or for which payment is being made.
17.5 The MASTER LICENSEE shall, and shall ensure that its SUB-LICENSEES and its
DISTRIBUTORS, provide to and permit representatives of the LICENSOR, from
time to time upon reasonable request, to examine and audit such records
maintained under the terms of Article 17.1 hereinabove at the expense of
the LICENSOR. If, as a result of any such audit, it appears that the
amounts paid are less than the amounts due by three percent (3%) or more,
the MASTER LICENSEE shall bear the cost of the audit, and such difference
shall bear interest from the date when it should have been paid to the date
on which it is actually paid calculated on the basis of the rules set forth
in Article 17.3 hereinabove.
17.6 Within sixty (60) days after the DATE OF TERMINATION and each sixty (60)
days thereafter, the MASTER LICENSEE shall, and shall ensure that its
SUB-LICENSEES, render to the LICENSOR a statement similar to that required
by Article 17.1 hereinabove together with full detail of the disposition,
by sale or otherwise, of all the LACOSTE WATCHES including the complete
identification of all persons to whom such LACOSTE WATCHES were sold and
the number of units and sales price of such products covering the period
from the latest date covered by the last preceding statement to the DATE OF
TERMINATION or the final disposition of all such LACOSTE WATCHES, whichever
is latest.
17.7 Concurrently with the furnishing of such reports, the MASTER LICENSEE
shall, or shall ensure that its SUB-LICENSEES, pay to the LICENSOR
according to the provisions of Article 16.1 hereinabove, at such address as
LACOSTE, SPL, OR LCA may designate in writing, the
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amount or amounts due respectively to LACOSTE, SPL, OR LCA, the amount or
amounts due by the MASTER LICENSEE.
Any over payment (by reason of late return, rebates or discount actually
given) for any one period may be credited to amounts due for any subsequent
payment.
ARTICLE 18 - DURATION
18.1 This MASTER AGREEMENT shall enter into force on January 1, 2007.
18.2 This MASTER AGREEMENT shall extend for an initial term terminating on
December 31, 2014.
18.3 This MASTER AGREEMENT shall be automatically renewed at the end of such
initial term and thereafter for periods of five (5) years, each party
having the right however to prevent any initial or subsequent renewal and
to thus terminate this MASTER AGREEMENT by giving written notice that this
MASTER AGREEMENT shall terminate at the end of its present term or of any
renewal period, as the case may be, with such notice to be given by
registered mail to the other party with receipt of delivery returned to
sender, and such notice to be given at least six (6) months before the
expiration of the initial term referred to in Article 18.1, or six (6)
months before the expiration of any of the subsequent renewal periods
referred to in this Article 18.3.
ARTICLE 19 - SALES MINIMA
19.1 The MASTER LICENSEE undertakes to sell in the TERRITORY taken as a whole
quantities of LACOSTE WATCHES representing NET SALES of no less than :
*
There shall be no sales minimum for the first year of this MASTER AGREEMENT
which shall run from January 1, 2007 to December 31, 2007.
* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE
SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT.
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19.2 For the following periods, the LICENSOR and the MASTER LICENSEE shall agree
on the new yearly minima to be reached no later than six (6) months before
the end of the last period for which a yearly minimum has been fixed.
Without prejudice to the right of both the LICENSOR and the MASTER LICENSEE
to terminate this MASTER AGREEMENT as provided in Article 20.4 hereinafter,
in case no new yearly minima can be agreed upon, the last yearly minimum
shall be applied until an agreement is reached.
ARTICLE 20 - TERMINATION
20.1 This MASTER AGREEMENT may be terminated by either of the parties, in the
event of a material breach of this MASTER AGREEMENT by the other, provided
that it has given sixty (60) days written notice of such breach to the
other party and that the other party has failed to cure such breach within
such period or failed to take action within such period clearly sufficient
to remedy said breach without prejudice of any compensation or damages
whatsoever.
The provisions of the hereinabove paragraph of this Article 20.1 shall not
apply if the minima fixed by Article 19 hereinabove are not reached, which
situation shall be ruled by the provisions of Article 20.4 hereinafter.
20.2 This MASTER AGREEMENT may be terminated at any time by either of the
parties, upon notice, in the event that the other shall have defaulted
under any substantial agreement with any material creditor, or (l) be
dissolved; (2) apply for or consent to the appointment of a receiver,
trustee or liquidator for its properties or assets; (3) admit in writing
its inability to pay its debts as they mature; (4) make a general
assignment for the benefit of creditors; (5) file a voluntary petition or
be the subject of an involuntary petition in bankruptcy (which is not
dismissed within sixty (60) days) or an answer seeking reorganization in
arrangement with creditors, or take advantage of any bankruptcy,
reorganization, insolvency or readjustment of debt law or statute, or file
an answer admitting the material allegations of a petition filed against it
in any proceedings under such a law or statute, or take any
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action for the purposes of effecting any of the foregoing; or (6) have any
order, judgment or decree entered against it without the application,
approval or consent of the concerned party, by any court of competent
jurisdiction approving a petition seeking reorganization of its properties
or assets or the appointment of a receiver, trustee or liquidator for it.
20.3 This MASTER AGREEMENT may be terminated by the LICENSOR, in the event that
any royalties or other amounts due to the LICENSOR by the MASTER LICENSEE
or any one of its SUB-LICENSEES or its DISTRIBUTORS have not been received
within sixty (60) days after their due date, provided that it has given
thirty (30) days written notice of such event to the MASTER LICENSEE and
that the MASTER LICENSEE has failed to pay such amount within such thirty
(30) day period without prejudice to any proceedings for forced collection
and to damages which may be filed by the LICENSOR.
20.4 If the minimum provided for the TERRITORY taken as whole as set forth in
Article 19.1 hereinabove has not been reached (whatever the reason may be)
for any yearly period, or if the MASTER LICENSEE has elected, under the
terms of Article 14.4 hereinabove, to limit its expenses made according to
the terms of Article 14.3.5, then, within ninety (90) days after the end of
the yearly period in which either such event occurs, this MASTER AGREEMENT
may be terminated by the LICENSOR, provided that it has given six (6)
months written notice of such event to the MASTER LICENSEE.
20.5 This MASTER AGREEMENT may be terminated at any time by the LICENSOR,
subject to a six (6) months prior written notice, without any indemnity,
damages, or compensation whatsoever to the MASTER LICENSEE or any of its
SUB-LICENSEES or DISTRIBUTORS, in the event that any person or group, that,
as of the date of this MASTER AGREEMENT, (i) directly or indirectly,
beneficially or of record, owns shares or options or other rights to
acquires shares representing in the aggregate more than twenty-five per
cent (25%) of the total voting power of all classes of securities issued by
the MASTER LICENSEE or any of its controlling entities or (ii) that
directly or indirectly, whether through the ownership of securities, by
contract or otherwise, has the right to appoint at least one-third of the
members of the board of directors of the MASTER LICENSEE or any of its
controlling entities, every such
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person or group for purposes of this Article 20.5 being hereafter referred
to as a "CONTROL PERSON") ceases to qualify as a Control Person under this
Article 20.5 (i) or (ii). For purposes of this Article 20.5 :(a) the term
"group" means two or more persons who agree to act together to acquire,
hold, vote or dispose of any equity securities of the MASTER LICENSEE or
its controlling entities and (b) the term "any person or group" does not
include an entity which, as of the date of this MASTER AGREEMENT, controls,
is under common control with or is controlled by MASTER LICENSEE, or any
entity controlled by any such entity.
20.6 It is expressly stipulated that the termination or the non-renewal of any
of the SUPPLEMENTAL AGREEMENTS shall entail within the same period the
termination or non-renewal of the corresponding SUB-LICENSE AGREEMENTS or
DISTRIBUTION AGREEMENTS.
ARTICLE 21 - PROVISIONS AT TERMINATION OR NON-RENEWAL
21.1 At the DATE OF TERMINATION of this MASTER AGREEMENT whatever the origin
(termination, non-renewal) and the reason, as well as in the case of a
partial termination pursuant to the application of the dispositions of
Article 20.4 hereinabove (but in such case, only for the sub-territory(ies)
concerned) :
21.1.1 all rights and licenses granted to the MASTER LICENSEE pursuant to
this MASTER AGREEMENT shall terminate immediately and revert to the
LICENSOR; and
21.1.2 the ownership of all intellectual property rights which the MASTER
LICENSEE may hold at that time solely in connection with the LACOSTE
WATCHES, shall immediately be transferred free of charge to the
LICENSOR; and
21.1.3 the MASTER LICENSEE shall cease to trade as a "Lacoste" licensee on
the DATE OF TERMINATION and to use the STYLING KNOW-HOW, the MARKETING
AND MERCHANDISING KNOW-HOW and the PROMOTION AND ADVERTISING KNOW-HOW,
and except as otherwise provided in Article 21.1.7 hereinafter the
LICENSED TRADEMARKS and the MODELS, and shall not assist any third
party to do so; and
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21.1.4 the MASTER LICENSEE shall proceed at its own expense with all
actions necessary to cancel all administrative agreements or
inscriptions it may have obtained; and
21.1.5 the MASTER LICENSEE shall deliver free of charge to the LICENSOR or
to any third party designated by the LICENSOR, all remaining
advertising and promotional material, and in general all documents and
items bearing or representing the LACOSTE TRADEMARKS (catalogues,
technical documents, etc.) emanating from the LICENSOR; and
21.1.6 the MASTER LICENSEE shall deliver free of charge to the LICENSOR or
to any third party designated by the LICENSOR, all the molds, prints,
computer bands or cards and, in general, all tools bearing,
representing or used to replicate the LICENSED TRADEMARKS; and
21.1.7 the LICENSOR shall have the right, at its sole option, either to
repurchase or have any third party it may wish to appoint repurchase,
at the MASTER LICENSEE's landed cost minus rebates taking into
consideration its age, state and condition, all or part of the
inventory of LACOSTE WATCHES which the MASTER LICENSEE may have on
hand at the DATE OF TERMINATION. If less than all of MASTER LICENSEE's
inventory of LACOSTE WATCHES is purchased, MASTER LICENSEE shall have
the right to sell its remaining inventory for up to six (6) months
thereafter, on the condition that such sales are exclusively made to
the APPROVED WATCHES RETAILERS or the members of the "LACOSTE
BOUTIQUES AND LACOSTE CORNERS" SELECTIVE DISTRIBUTION SYSTEM in
quantities not exceeding those normally sold to said APPROVED WATCHES
RETAILERS and members of the "LACOSTE BOUTIQUES AND LACOSTE CORNERS"
SELECTIVE DISTRIBUTION SYSTEM during the previous year and provided
the MASTER LICENSEE pays the LICENSOR the royalties stipulated in
Articles 16 and 17 hereinabove.
Unless prohibited by applicable law, e.g., in the United States of
America, in no event, shall the MASTER LICENSEE apply, starting from
the date of
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notification to the other party of the termination or non-renewal of
this MASTER AGREEMENT, a price policy which could prejudice the
LACOSTE TRADEMARKS IMAGE.
At the end of such six (6) month period, the MASTER LICENSEE, unless
otherwise agreed upon with the LICENSOR, shall destroy any remaining
inventory of the LACOSTE WATCHES MASTER LICENSEE may have on hand at
that time (excluding any such inventory in the stock of any retail
stores owned by MASTER LICENSEE or any of its affiliates), without
having any right to any indemnification from the LICENSOR.
21.2 Moreover, it is hereby agreed that, regardless of the duration of this
MASTER AGREEMENT :
21.2.1 the termination of this MASTER AGREEMENT shall automatically entail
at the end of a six (6) month period, and
21.2.2 the non-renewal of this MASTER AGREEMENT shall automatically entail
immediately :
at the LICENSOR's sole option, (i) the termination, or (ii) the assignment
of the commercial agreements which the MASTER LICENSEE, its SUB-LICENSEES
or its DISTRIBUTORS may have entered into with the APPROVED WATCHES
RETAILERS to a new licensee for the LACOSTE WATCHES as soon as such new
licensee will have been chosen and approved by the LICENSOR and/or to the
LICENSOR. The MASTER LICENSEE, its SUB-LICENSEES and its DISTRIBUTORS shall
include appropriate terms to this effect in the agreements they shall enter
into with the APPROVED WATCHES RETAILERS. The MASTER LICENSEE agrees that
the LICENSOR shall not bear nor share, either with the MASTER LICENSEE, or
with its SUB-LICENSEES or DISTRIBUTORS any liability for any claim that the
APPROVED WATCHES RETAILERS may present to the MASTER LICENSEE in view of
the termination or the non-renewal of such commercial agreements, and the
LICENSOR shall not be liable for any indemnities, damages or money
whatsoever in this regard.
The termination or non-renewal of this MASTER AGREEMENT shall also entail,
at the LICENSOR's sole option, with the same timing as provided in Articles
21.2.1 and 21.2.2
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hereinabove, (i) the termination, or (ii) the assignment to a new licensee
for the LACOSTE WATCHES as soon as such new licensee will have been chosen
and approved by the LICENSOR and/or to the LICENSOR, of the agreements
entered into between the MASTER LICENSEE and the SUB-LICENSEES, the
DISTRIBUTORS, the SUB-CONTRACTORS and the SUPPLIERS, provided that bona
fide orders placed with them be honored by the party having issued such.
The MASTER LICENSEE shall include appropriate terms to this effect in the
agreements it shall enter into with the SUB-LICENSEES, the DISTRIBUTORS,
the SUB-CONTRACTORS and the SUPPLIERS. The MASTER LICENSEE agrees that the
LICENSOR shall not share with the MASTER LICENSEE any liability for any
claim that the SUB-LICENSEES, the DISTRIBUTORS, the SUB-CONTRACTORS and the
SUPPLIERS may present to the MASTER LICENSEE in view of the termination or
the non-renewal of such agreements, and the LICENSOR shall not be liable
for any indemnities, damages or money whatsoever in this regard.
21.3 In case of termination or non-renewal of this MASTER AGREEMENT, the MASTER
LICENSEE undertakes to maintain the warranty provided by the terms of
Article 7.1.5 hereinabove for a two (2) year period starting from the DATE
OF TERMINATION, unless a new licensee for the LACOSTE WATCHES is chosen by
the LICENSOR, in which case such new licensee shall assume the burden of
such warranty.
The MASTER LICENSEE shall keep the necessary inventory of parts so as to be
able to maintain such warranty, and shall transfer at its cost price this
inventory to the new licensee for the LACOSTE WATCHES of the LICENSOR.
21.4 The MASTER LICENSEE, given the specific conditions prevailing in the
profession, shall not object in any way whatsoever, during the period of
notice preceding the termination or non-renewal of this MASTER AGREEMENT,
to any visits to its clients and taking of orders for the following season
that may be carried out by the successor chosen by the LICENSOR.
21.5 The MASTER LICENSEE acknowledges and agrees that it is entering into this
MASTER AGREEMENT on the express understanding that its receipt from sales
of LACOSTE WATCHES under this MASTER AGREEMENT are intended to be
sufficient to compensate it fully for all risks, costs and expenses
incurred in connection with this MASTER
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AGREEMENT regardless of its duration, including, i.e., all costs and
expenses incurred by the MASTER LICENSEE for its sales, marketing,
merchandising, advertising and promotion efforts to create what is commonly
known as "goodwill" for the LACOSTE TRADEMARKS and the MODELS.
21.6 Accordingly, upon termination or non-renewal in whole or in part of this
MASTER AGREEMENT and regardless of its duration, for whatever reason
(except by reason of termination by MASTER LICENSEE as the result of
LICENSOR's material breach of this MASTER AGREEMENT), the MASTER LICENSEE
shall have no right to, and shall not claim from the LICENSOR, any further
payment, indemnity, damages or compensation whatsoever for the transfer of
its ownership rights in the MODELS, for loss of goodwill or for any risks,
costs or expenses incurred or developed by the MASTER LICENSEE during the
term of this MASTER AGREEMENT or in connection with this MASTER AGREEMENT.
ARTICLE 22 - ASSIGNMENT
This MASTER AGREEMENT shall be binding upon and inure to the benefit of the
parties hereto and their respective authorized successors and assignees under
the provisions of this MASTER AGREEMENT.
It is expressly understood and agreed that this MASTER AGREEMENT or any interest
therein or rights or obligations thereunder shall not be in part or as a whole
directly or indirectly sold, assigned, pledged or otherwise encumbered or
transferred in any manner whatsoever (including without limitation by operation
of law or otherwise) by the MASTER LICENSEE without the prior written consent of
the LICENSOR.
The MASTER LICENSEE is also prohibited from assigning, selling, pledging or
otherwise encumbering to any third party in the same conditions as hereinabove
whether in part or as a whole any of the rights hereby granted to it, be it in a
given part of the TERRITORY save as expressly provided for in the present MASTER
AGREEMENT and, among other, under the provision of Articles 2.2, 2.3, 5.2 and
5.3 hereinabove, provided however, that the foregoing shall not apply to an
assignment by operation of law that does not result in a right on the part of
Licensor to terminate this MASTER AGREEMENT under Article 20.5 hereinabove.
-74-
ARTICLE 23 - FORCE MAJEURE
23.1 The parties shall not be liable for any damages or loss of any kind,
arising from any delay or failure to perform (partially or totally) the
obligations provided for in this MASTER AGREEMENT caused by an event of
force majeure, without there being however fault or negligence of the
parties which rely thereon. Moreover, a reason for exoneration of
responsibility under this Article 23.1 excludes thereby the possible right
of the other party to terminate or cancel this MASTER AGREEMENT due to the
corresponding non-performance.
For the purposes of this MASTER AGREEMENT, an event of force majeure is any
event or cause which presents an unpredictable, irresistible character and
is not within the will of the parties and which has for effect, directly or
indirectly, to prevent or to render impossible the performance of an
obligation set forth in this MASTER AGREEMENT (i.e., for the purposes of
this MASTER AGREEMENT, and without limitation, any war, insurrection,
strike, serious economic crisis, national restriction in transfer of
royalties,...).
After the occurrence of an event of force majeure, the party concerned
shall promptly send notice by letter, telex or fax, informing the other
party of all the details of such event.
In all cases, the party who relies thereon shall take all useful and
necessary measures to assure as rapidly as possible the normal resumption
of the performance of this MASTER AGREEMENT.
23.2 If the circumstances go beyond six (6) months and once the continuation of
the MASTER AGREEMENT appears to be possible upon adaptation, the parties
shall co-ordinate to modify in good faith and in equity the necessary
amendments.
23.3 If these negotiations do not produce results in a period of one (1) month,
the MASTER AGREEMENT shall be readapted by a third party designated by the
Centre international d'expertise de la Chambre de Commerce Internationale.
23.4 If the continuation of the MASTER AGREEMENT does not appear to be possible
even upon adapting this MASTER AGREEMENT, the parties shall negotiate in
good faith the
-75-
provisions permitting the termination of this MASTER AGREEMENT.
ARTICLE 24 - MISCELLANEOUS
24.1 The MASTER LICENSEE and the LICENSOR shall, each at its own expense,
execute any documents required to comply with the laws and requirements of
the respective countries with respect to declaring, recording or otherwise
rendering this MASTER AGREEMENT effective.
24.2 Any notices, demands, requests, consents, approvals or other
communications, faxes or telexes, hand delivery notices, given or made, or
required to be given or made to a party under this MASTER AGREEMENT shall
be deemed effective on the earlier of the date of actual personal delivery
or deposit, air mail, postage prepaid, in the registered mail of the
country of origin, sent to :
24.2.1 for the LICENSOR :
Monsieur Michel LACOSTE, President Directeur General of LACOSTE, with
a copy to SPL and LCA; and
24.2.2 for the MASTER LICENSEE :
Mr. Kurt BURKI, President of MGI LUXURY GROUP, S.A., with a copy to
General Counsel, MOVADO GROUP, INC., 650 From Road, Paramus, NJ 07652,
USA.
to the addresses hereinabove set forth for such party. Any change of
address shall be accomplished only by providing written notice to the other
party to this MASTER AGREEMENT.
24.3 No rights of any party arising out of this MASTER AGREEMENT, or any
provision hereof, shall be waived except in writing. Failure by either
party to exercise or enforce, in any one or more instances, any of the
terms or conditions of this MASTER AGREEMENT shall not constitute or be
deemed a waiver of that party's right thereafter to enforce the terms and
conditions of this MASTER AGREEMENT.
-76-
24.4 This MASTER AGREEMENT and the Schedules hereto constitute the entire
understanding of the parties with respect to the subject matter hereof, and
supersede all prior undertakings, both written and oral, between the
LICENSOR and the MASTER LICENSEE with respect to the subject matter hereof.
The rights, obligations, and interests of any party as they may pertain
herein may not otherwise be changed, modified or amended except by the
written agreement of the party to be charged.
24.5 If at any time any party hereto shall deem or be advised that any further
assignments, licenses, assurances in law or other acts or instruments,
including lawful oaths, are necessary or desirable to vest in it the rights
provided for herein, the parties hereto agree to do all acts and execute
all documents as may reasonably be necessary or proper for that purpose or
otherwise to carry out the intent of this MASTER AGREEMENT.
24.6 The rights and obligations of the parties hereto under this MASTER
AGREEMENT shall be subject to all applicable laws, orders, regulations,
directions, restrictions and limitations of the Government having
jurisdiction on the parties hereto.
24.7 In the event, however, that any such law, order, regulation, direction,
restriction or limitation, or construction thereof, shall substantially
alter the relationship between the parties under this MASTER AGREEMENT or
the advantages derived from such relationship, or shall prevent the
performance of any provision of this MASTER AGREEMENT, the adversely
affected party may request the other party hereto to modify this MASTER
AGREEMENT, and if within ninety (90) days subsequent to the making of such
request, the parties hereto are unable to agree upon a mutually
satisfactory modification hereof, then the adversely affected party may
terminate this MASTER AGREEMENT by giving thirty (30) days notice not later
than thirty (30) days following the end of such ninety (90) day period.
24.8 Notwithstanding, anything contained herein to the contrary no third party
other than a party hereto is intended to or shall have any legal or
equitable right, remedy or claim under this MASTER AGREEMENT or any part
thereof, as against any party to this MASTER AGREEMENT, it being understood
that the provisions of this MASTER AGREEMENT are for the sole benefit of
the parties hereto
-77-
and no other party shall be or be deemed a third party beneficiary of this
MASTER AGREEMENT.
24.9 This MASTER AGREEMENT shall be binding upon the parties, their successors,
and their assigns to the extent consistent with the provisions of Article
22 hereinabove.
24.10 This MASTER AGREEMENT may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
24.11 Paragraph headings of this MASTER AGREEMENT are for convenience only and
shall not be construed as a part of this MASTER AGREEMENT or as a
limitation on the scope of any terms or provisions of this MASTER
AGREEMENT.
ARTICLE 25 - INDEMNIFICATION-INSURANCE
25.1 Indemnification
25.1.1 The MASTER LICENSEE confirms that, on its behalf and on behalf of
the SUB-LICENSEES, DISTRIBUTORS, SUB-CONTRACTORS and SUPPLIERS, it
shall be solely responsible for the creation, development,
manufacture, distribution, marketing, merchandising, advertising,
promotion and sale of the LACOSTE WATCHES on or in connection with
which the LICENSED TRADEMARKS and the MODELS are used and for the
making of all representations, warranties and disclaimers used in the
marketing and sale of the LACOSTE WATCHES.
25.1.2 The MASTER LICENSEE shall accordingly both defend the LICENSOR
against all claims, actions, suits or proceedings and indemnify and
hold the LICENSOR harmless from any and all resulting losses,
liabilities, costs (including any and all related legal fees and
expenses incurred by the LICENSOR) and damages (including punitive and
exemplary damages) arising out of or in any way connected with tort
liability arising from its retail activity or with the creation,
development, manufacture, distribution, marketing, merchandising,
advertising, promotion and sale or defective performance of the
LACOSTE
-78-
WATCHES on or in connection with which the LICENSED TRADEMARKS and/or
the MODELS are used.
Such indemnification shall include, but not be limited to, losses,
liabilities, costs and/or damages alleged to be based upon (i)
intentional or negligent conduct, (ii) strict liability, (iii) breach
of warranty, (iv) misrepresentation, (v) Intellectual Property rights
infringement (excluding any claim based upon the LICENSED TRADEMARKS),
(vi) breach of contract or (vii) any other theory of liability
pursuant to which damages and/or injunctive relief is sought against
the LICENSOR as the result of the creation, development, manufacture,
distribution, marketing, merchandising, advertising, promotion and
sale of the LACOSTE WATCHES.
25.1.3 Each party shall give prompt written notice to the other of any such
claim, action, suit or proceeding which may be brought against them.
25.2 Product Liability
25.2.1 The MASTER LICENSEE shall have a general liability policy including
products liability coverage, at its exclusive expense, on its behalf
and name as additional insureds, when primary coverage is not
available for SUB-LICENSEES, DISTRIBUTORS, SUB-CONTRACTORS and
SUPPLIERS at its own expense, maintain in full force and effect for
the full term of this MASTER AGREEMENT and for the two (2) year period
following the DATE OF TERMINATION, general world-wide general
liability including product liability and umbrella insurance policies
(which shall explicitly cover the U.S.A. and Canada), including the
LACOSTE WATCHES issued by a carrier with an AM Best rating of at least
A-VII, and having coverage in a minimum amount of five millions US
dollars (US$ 5'000'000) in the aggregate and standard terms for the US
market (hereinafter the "INSURANCE POLICY").
25.2.2 The INSURANCE POLICY shall be for the benefit of the MASTER LICENSEE
itself, its SUB-LICENSEES, DISTRIBUTORS, SUB-CONTRACTORS and SUPPLIERS
and of the APPROVED WATCHES RETAILERS, members of the
-79-
"LACOSTE BOUTIQUES AND LACOSTE CORNERS" SELECTIVE DISTRIBUTION SYSTEM
and of the LICENSOR itself. The INSURANCE POLICY shall provide
coverage for bodily injury or property damage arising out of actual or
alleged defects in goods or products manufactured, sold, handled,
distributed or disposed of by MASTER LICENSEE occurring away from the
MASTER LICENSEE'S premises and after physical possession has been
relinquished to others.
25.2.3 The INSURANCE POLICY shall provide for at least ten (10) working
days prior written notice to the LICENSOR and the MASTER LICENSEE in
the event of cancellation or substantial modification of the policy.
25.2.4 The MASTER LICENSEE shall, once a year, supply a certificate of
insurance as evidence to the LICENSOR of the maintenance of the
INSURANCE POLICIES.
25.2.5 The MASTER LICENSEE and the LICENSOR hereby agree that,
notwithstanding the termination or non-renewal of this MASTER
AGREEMENT, this Article 25 shall survive and continue in full force
for two(2) years after the DATE OF TERMINATION.
ARTICLE 26 - CAPACITY OF THE PARTIES
26.1 It is expressly agreed that, within the framework of this MASTER AGREEMENT,
the MASTER LICENSEE manufactures, purchases and resells the LACOSTE WATCHES
for its own account and acts as an independent trader both with respect to
the LICENSOR and with respect to the SUB-LICENSEES, the DISTRIBUTORS, the
SUB-CONTRACTORS, the SUPPLIERS and its customers. Consequently, under no
circumstances shall it enter into any agreement or take any action
purporting to obligate the LICENSOR to third parties.
26.2 Nothing in this MASTER AGREEMENT shall be construed to render either party
liable for any debts or obligations of the other party and the parties
shall in no way be considered agents or representatives of each other.
Neither party shall have the authority to act for or bind the other.
-80-
ARTICLE 27 - GOVERNING LAW
This MASTER AGREEMENT shall be governed by and construed in accordance with the
laws of France.
ARTICLE 28 - ARBITRATION
28.1 All disputes arising out of or in connection with this MASTER AGREEMENT
shall finally be settled by arbitration under the Rules of Arbitration of
the International Chamber of Commerce by one or more arbitrators appointed
in accordance with said Rules.
28.2 Notwithstanding the provision of Article 28.1 hereinabove the parties may
submit their dispute to the Pre-arbitral Referee Procedure of the
International Chamber of Commerce and they will be bound by the provision
of the said Procedure.
28.3 Any such arbitration proceedings shall take place in Paris (France), and
shall be conducted in the English language.
28.4 Each party shall be bound by, and agrees to perform in accordance with, any
award resulting from the arbitration proceedings (or pre-arbitral
proceedings, as the case may be) described above. Such award, when issued,
shall be final and non-appealable, and judgment upon the award may be
entered in any Court having jurisdiction thereof.
-81-
IN WITNESS WHEREOF, the parties hereto have caused this MASTER AGREEMENT to be
executed by their duly authorized officers at Paris (France), on March 23, 2006,
at Geneva (Switzerland), on March 24, 2006, and at Bienne (Switzerland), on
March 27, 2006,
LACOSTE S.A. SPORLOISIRS S.A.
/s/ Michel Lacoste /s/ M. Lacoste /s/ D. Vollenweider
- ------------------ -------------- -------------------
Michel LACOSTE M. LACOSTE D. VOLLENWEIDER
LACOSTE ALLIGATOR S.A. MGI LUXURY GROUP, S.A.
/s/ M. Lacoste /s/ D. Vollenweider /s/ K. Burki /s/ R. Cote
- ------------------ -------------------- -------------- -------------------
M. LACOSTE D. VOLLENWEIDER K. BURKI R. COTE
SCHEDULE I
THE LACOSTE TRADEMARKS
[LOGO]
[LOGO]
SCHEDULE II
THE CROCODILE
[LOGO]
SCHEDULE III
--------------------------------
LIST OF THE LACOSTE TRADEMARKS
LACOSTE TRADEMARKS OWNED BY LACOSTE SA (LACOSTE) IN CLASS 14 OF INTERNATIONAL
CLASSIFICATION OF GOODS AND SERVICES LISTED BY COUNTRY
TRADEMARK APPLICATION REGISTRATION NUMBER
NUMBER AND DATE OF AND DATE OF
COUNTRY LACOSTE TRADEMARK APPLICATION REGISTRATION EXPIRING DATE
R437000
ALBANIA LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
R437000
ALGERIA LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
R437000
ARMENIA LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
808033 808033
AUSTRALIA [LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] A439794 Jan 29 2007
R437000
AUSTRIA LACOSTE Word April 25 1998 April 25 2008
-2-
002979581 002979581
AUSTRIA [LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
[LOGO] R437001 April 25 2008
R437000
AZERBAIDJAN LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
BAHRAIN [LOGO] 10847 August 28 2006
33734 33734
BANGLADESH [LOGO] Nov 3 1991 Nov 3 1991 Nov 3 2013
R437000
BELARUS LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
891.02
BELIZE LACOSTE Word August 29 2002 August 29 2012
890.02 890.02
[LOGO] August 29 2002 August 29 2002 August 29 2012
R437000
BENELUX D-LACOSTE April 25 1998 April 25 2008
[LOGO] R437001 April 25 2008
BENIN [LOGO] 36042 Feb 28 2016
R437000
BHUTAN LACOSTE Word April 25 1998 April 25 2008
-3-
808033 808033
BHUTAN [LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] BT/M/97/0064 Jan 1 2007
R437000
BOSNIA HERZEGOVINA LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
BRUNEI DARUSSALAM [LOGO] 16569 Feb 8 2007
R437000
BULGARIA LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
BURKINA FASO [LOGO] 36042 Feb 28 2016
790
CAMBODIA LACOSTE Word June 06 1992 May 30 2002 June 06 2012
4652 3076
[LOGO] June 28 1994 May 17 2004 June 28 2014
CAMEROON [LOGO] 36042 Feb 28 2016
1259081 1259081
CAYMAN ISLANDS [LOGO] Jan 02 2003 Jan 02 2003 Jan 28 2007
CENTRAL AFRICAN
REPUBLIC [LOGO] 36042 Feb 28 2016
-4-
CHAD [LOGO] 36042 Feb 28 2016
CHINA LACOSTE Word R437000
April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
970000001
[LOGO] Jan 2 1997 274888 Jan 9 2007
857417 1410063
COMOROS LACOSTE Word May 22 1987 May 22 1987 May 21 2007
023199970 023199970
[LOGO] Dec 18 2002 Dec 18 2002 Dec 18 2012
002979581 002979581
[LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
857418 1410064
[LOGO] May 22 1987 May 22 1987 May 21 2007
835637 1391442
[LOGO] Jan 28 1987 Jan 28 1987 Jan 27 2007
CONGO [LOGO] 36042 Feb 28 2016
R437000
CROATIA LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
002979524
CYPRUS LACOSTE Word Dec 17 2002 Jan 1 2012
002979581 002979581
[LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
[LOGO] 26966 Jan 29 2007
-5-
R437000
CZECH REPUBLIC LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
002979581 002979581
[LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
[LOGO] R437001 April 25 2008
002979524
DENMARK LACOSTE Word Dec 17 2002 Jan 1 2012
002979581 002979581
[LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
[LOGO] 2996/1986 June 2 2009
AJ VOL 106 F
184/03/RADM degrees132 n degrees1
DJIBOUTI LACOSTE Word May 25 2003 May 28 2003 May 25 2013
AJ VOL 106 F
degrees132 n
185/03/RA degrees1596
[LOGO] May 25 2003 May 28 2003 May 25 2013
R437000
EGYPT LACOSTE Word April 25 1998 April 25 2008
[LOGO] 808033 808033
May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
EQUATORIAL GUINEA [LOGO] 36042 Feb 28 2016
15886
ESTONIA LACOSTE Word May 19 2005 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
002979581 002979581
[LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
-6-
15721
ESTONIA [LOGO] Feb 10 2005 May 19 2005 May 19 2015
30931
FIJI [LOGO] Dec 9 2000 Dec 9 2014
002979524
FINLAND LACOSTE Word Dec 17 2002 Jan 1 2012
002979581 002979581
[LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
[LOGO] 99546 Sep 21 2007
857417 1410063
FRANCE LACOSTE Word May 22 1987 May 22 1987 May 21 2007
023199970 023199970
[LOGO] Dec 18 2002 Dec 18 2002 Dec 18 2012
002979581 002979581
[LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
857418 1410064
[LOGO] May 22 1987 May 22 1987 May 21 2007
835637 1391442
[LOGO] Jan 28 1987 Jan 28 1987 Jan 27 2007
GABON [LOGO] 36042 Feb 28 2016
R437000
GEORGIA LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
454
[LOGO] Jan 13 2005 Jan 13 2005 Jan 13 2015
R437000
GERMANY LACOSTE Word April 25 1998 April 25 2008
002979581 002979581
[LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
-7-
GERMANY [LOGO] R437001 April 25 2008
GIBRALTAR [LOGO] 5927 Jan 28 2007
002979524
GREECE LACOSTE Word Dec 17 2002 Jan 1 2012
002979581 002979581
[LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
82293
[LOGO] April 8 2006 April 8 2006 April 8 2016
GUERNSEY [LOGO] 1259081 Jan 28 2007
GUINEA [LOGO] 36042 Feb 28 2016
GUINEA-BISSAU [LOGO] 36042 Feb 28 2016
19912443 19912443
HONG KONG [LOGO] Nov 3 1986 Nov 3 1986 Nov 3 2007
R437000
HUNGARY LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
002979581 002979581
[LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
[LOGO] R437001 April 25 2008
808033 808033
ICELAND [LOGO] May 6 2003 May 6 2003 May 6 2013
231/1992
[LOGO] Feb 20 2002 Feb 20 2012
-8-
1373629
INDIA LACOSTE Word July 25 2005 Jan 1 2005
449343
[LOGO] Feb 6 2000 Feb 6 2007
366061 Oct 6 2005
INDONESIA LACOSTE Word August 30 1996 Renewal pending
Oct 6 2005
[LOGO] March 24 1996 366062 Renewal pending
68062
IRAN [LOGO] Nov 17 2001 Nov 17 2011
002979524
IRELAND LACOSTE Word Dec 17 2002 Jan 1 2012
[LOGO] 002979581 002979581
Dec 17 2002 May 26 2004 Dec 17 2012
[LOGO] 119597 Jan 27 2007
ISRAEL [LOGO] 62704 Feb 4 2007
R437000
ITALY LACOSTE Word April 25 1998 April 25 2008
[LOGO] 002979581 002979581
Dec 17 2002 May 26 2004 Dec 17 2012
[LOGO] R437001 April 25 2008
IVORY COAST [LOGO] 36042 Feb 28 2016
R437000
JAPAN LACOSTE Word April 25 1998 April 25 2008
[LOGO] 808033 808033
May 6 2003 May 6 2003 May 6 2013
1624795
[LOGO] Oct 27 2003 Oct 27 2013
</Table>
-9-
002979524
JERSEY LACOSTE Word Dec 17 2002 Jan 1 2012
002979581 002979581
[LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
[LOGO] 5486 Jan 28 2007
JORDAN [LOGO] 23824 March 22 2007
R437000
KAZAKHSTAN LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
R437000
KENYA LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
39379
[LOGO] Dec 4 1998 Dec 3 2012
[LOGO] R437001 April 25 2008
R437000
KOREA (NORTH) LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO} May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
R437000
KOREA (SOUTH) LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
</Table>
-10-
1997-664
KOREA (SOUTH) [LOGO] Jan 22 1997 140146 April 21 2007
2000-8290 217935
[LOGO] Sept 26 2000 Nov 25 2000 August 1 2011
18010
KUWAIT [LOGO] July 19 1996 July 19 1996 July 18 2006
R437000
KYRGYZ REPUBLIC LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
9054 240
LAOS LACOSTE Word Jan 15 2002 Jan 19 2002 Jan 18 2012
13873
[LOGO] Dec 28 2005 Feb 28 2016
2837
[LOGO] July 1 2004 July 1 2004 July 1 2014
R437000
LATVIA LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
002979581 002979581
[LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
M-92-2876 M10489
[LOGO] Dec 14 1992 Dec 14 1992 Dec 14 2012
86228
LEBANON [LOGO] 96010771921 Feb 11 2001 Feb 11 2016
R437000
LESOTHO LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
-11-
LIBERIA LACOSTE Word R437000
April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
LIBYAN ARAB
JAMAHIRIYA [LOGO] Pending
R437000
LIECHTENSTEIN LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
R437000
LITHUANIA LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
RL/3849 8192
[LOGO] Feb 4 1993 July 12 1995 Feb 4 2013
002979581 002979581
[LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
11288-M 11288-M
MACAO [LOGO] Nov 27 1991 August 10 2003 August 10 2010
R437000
MACEDONIA LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
C. Notive C. Notive
MALDIVES LACOSTE Word Dec 31 2003 Dec 31 2003 Dec 31 2006
-12-
C. Notive C. Notive
MALDIVES [LOGO] Dec 31 2003 Dec 31 2003 Dec 31 2006
990376 03569
MADAGASCAR [LOGO] Sept 29 1999 April 13 2001 Sept 28 2009
MALAYSIA [LOGO] 86/00637 Feb 19 2007
MALI [LOGO] 36042 Feb 28 2016
002979524
MALTA LACOSTE Word Dec 17 2002 Jan 1 2012
002979581 002979581
[LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
17230
[LOGO] April 14 2000 April 14 2014
MAURITANIA [LOGO] 36042 Feb 28 2016
MAURITIUS [LOGO] A/27F56N110 June 6 2007
R437000
MOLDOVA LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
R437000
MONACO LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
-13-
808033 808033
MONGOLIA [LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
R437000
MOROCCO LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
R437000
MOZAMBIQUE LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
2560/99 2560/99
[LOGO] Nov 12 1999 Oct 9 2002 Nov 12 2009
[LOGO] R437001 April 25 2008
10012/2005
MYANMAR LACOSTE Word Dec 26 2005 Dec 26 2008
10013/2005
[LOGO] Dec 26 2005 Dec 26 2008
1242/2001 March 20 2004
[LOGO] Mars 20 2001 Renewal pending
Jan 27 2006
NAMIBIA [LOGO] 86/0061 Renewal pending
NEW ZEALAND [LOGO] Jan 29 1993 B163449 Jan 28 2007
NIGER [LOGO] 36042 Feb 28 2016
-14-
48076
NIGERIA [LOGO] Jan 31 1986 Janv 1 2007
808033 808033
NORWAY [LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] 127464 Dec 18 2006
15040 15040
OMAN [LOGO] Jan 12 1997 March 3 2002 Jan 12 2007
PAKISTAN [LOGO] 89158 Feb 2 2008
0034012
PHILIPPINES LACOSTE Word Jan 27 2005 Jan 31 2005 Jan 31 2015
43242 64239
[LOGO] Nov 21 1980 April 2 1997 April 2 2017
002979524
POLAND LACOSTE Word Dec 17 2002 Jan 1 2012
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
002979581 002979581
[LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
91435
[LOGO] March 30 2004 May 31 2004 May 31 2014
R437000
PORTUGAL LACOSTE Word April 25 1998 April 25 2008
002979581 002979581
[LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
[LOGO] R437001 April 25 2008
5298
QATAR [LOGO] Feb 12 2006 Feb 12 2006 Feb 12 2016
-15-
R437000
ROMANIA LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
R437000
RUSSIA LACOSTE Word April 25 1998 April 25 2008
[LOGO] 808033 808033
May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
R437000
SAN MARINO LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
15095 259/51
SAUDI ARABIA [LOGO] Nov 25 1991 June 1 1992 April 14 2011
SENEGAL [LOGO] 36042 Feb 28 2016
R437000
SERBIA MONTENEGRO LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
SEYCHELLES [LOGO] 2649 Sep 5 2007
R437000
SIERRA LEONE LACOSTE Word April 25 1998 April 25 2008
-16-
808033 808033
SIERRA LEONE [LOGO] May 6 2003 May 6 2003 May 6 2013
R437000
SINGAPORE LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
S/524/86 T86/00524H
[LOGO] Feb 3 2003 Feb 3 2003 Feb 3 2013
R437000
SLOVAKIA LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
002979581 002979581
[LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
[LOGO] R437001 April 25 2008
R437000
SLOVENIA LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
002979581 002979581
[LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
[LOGO] R437001 April 25 2008
86/0489
SOUTH AFRICA [LOGO] Jan 27 2006 Jan 27 2006 Jan 27 2016
R437000
SPAIN LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
002979581 002979581
[LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
-17-
SPAIN [LOGO] R437001 April 25 2008
51013
SRI LANKA [LOGO] March 19 2006 March 19 2006 March 19 2016
R437000
SUDAN D-LACOSTE April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
808033 808033
SWAZILAND [LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
002979524
SWEDEN LACOSTE Word Dec 17 2002 Jan 1 2012
002979581 002979581
[LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
[LOGO] 206394 July 3 2007
R437000
SWITZERLAND LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
101570
SYRIA [LOGO] July 14 1997 18359 Oct 13 2007
TAIWAN LACOSTE Word June 18 1996 341287 March 30 2006
March 30 2006
[LOGO] 341288 Renewal pending
-18-
<Table>
R437000
TADJIKISTAN D-LACOSTE April 25 1998 April 25 2008
[LOGO] 808033 808033
May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
42027
THAILAND LACOSTE Word Jan 17 2006 Feb 19 2006 Feb 19 2016
42028
[LOGO] Jan 17 2006 Feb 19 2006 Feb 19 2016
TOGO [LOGO] 36042
TUNISIA LACOSTE Word EE98.0608 EE98.0608 April 25 2013
[LOGO] EE98.0607 EE98.0607 April 25 2013
R437000
TURKEY LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
132198
[LOGO] Feb 10 1992 Feb 10 2012
3544
TURKIS FS CUPRUS [LOGO] June 3 2001 June 3 2015
R437000
TURKMENISTAN LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
R437000
UKRAINE LACOSTE Word April 25 1998 April 25 2008
</Table>
-19-
<Table>
808033 808033
UKRAINE [LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
1225
UNITED ARAB EMIRATES [LOGO] July 20 1993 July 20 1993 Janv 1 2013
002979524
UNITED KINGDOM LACOSTE Word Dec 17 2002 Jan 1 2012
002979581 002979581
[LOGO] Dec 17 2002 May 26 2004 Dec 17 2012
[LOGO] 1259081 Jan 28 2007
R437000
UZBEKISTAN LACOSTE Word April 25 1998 April 25 2008
[LOGO] 808033 808033
May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
R437000
VATICAN CITY LACOSTE Word April 25 1998 April 25 2008
808033 808033
VIETNAM [LOGO] May 6 2003 May 6 2003 May 6 2013
[LOGO] R437001 April 25 2008
Trademark Application Registration number
number and Date of and Date of
COUNTRY Lacoste Trademark application registration Expiring Date
R437000
ZAMBIE LACOSTE Word April 25 1998 April 25 2008
808033 808033
[LOGO] May 6 2003 May 6 2003 May 6 2013
1051/91
ZIMBABWE [LOGO] Nov 6 2001 Nov 6 2011
</Table>
-20-
LACOSTE TRADEMARKS OWNED BY SPORLOISIRS SA (SPL) IN CLASS 14 OF INTERNATIONAL
CLASSIFICATION OF GOODS AND SERVICES LISTED BY COUNTRY
<Table>
<Caption>
REGISTRATION NUMBER
LACOSTE TRADEMARK APPLICATION NUMBER AND AND DATE OF
COUNTRY TRADEMARK DATE OF APPLICATION REGISTRATION EXPIRING DATE
12670
ARUBA LACOSTE Word Nov 17 2005 Jan 1 2006 Dec 31 2015
[LOGO] 70831 12693 Dec 12 2015
2320
ANGUILLA [LOGO] March 25 2006 August 25 2006 March 25 2016
R437000C
ANTIGUA & BARBUDA LACOSTE Word April 25 1998 April 25 2008
3362
[LOGO] May 19 1992 May 19 1992 May 19 2006
8080033 8080033C
[LOGO] May 6 2003 May 6 2003 May 6 2013
2393047 1907177
ARGENTINA LACOSTE Word Oct 3 2002 Dec 10 2002 Dec 10 2012
2435642 1945717
[LOGO] June 5 2003 August 14 2003 August 14 2013
[LOGO] 4741 307841 Sept 18 2010
12963
ARUBA [LOGO] Oct 19 1995 Jan 1 2006 Dec 31 2015
15121 15121
BAHAMAS [LOGO] Feb 7 2006 Feb 7 2006 Feb 7 2020
BERMUDES [LOGO] Jan 13 1999 21676 March 12 2013
</Table>
-21-
<Table>
2380 75080-C
BOLIVIA [LOGO] Oct 30 1995 Sept 29 1999 Sept 29 2009
030274 200024680
BRAZIL [LOGO] July 19 2001 Oct 13 2001 Oct 13 2011
BRITISH VIRGIN ISLANDS [LOGO] June 3 1992 2535 June 3 2006
573527 672794
CHILE [LOGO] July 9 2002 Sept 24 2002 Sept 24 2012
92353095 165122
COLOMBIA [LOGO] June 18 2004 August 26 2004 August 26 2014
85262
COSTA RICA [LOGO] Dec 20 1993 Dec 20 2013
41/92
DOMINICA [LOGO] August 31 1992 43/92 August 31 2006
39936 2089
ECUADOR [LOGO] March 7 2003 March 16 2003 March 16 2013
40 B, 31
EL SALVADOR [LOGO] May 11 1992 May 6 1995 May 6 2006
000858-92
GUATEMALA [LOGO] Feb 11 1992 69564 Oct 14 2003
56657
HONDURAS [LOGO] April 10 1992 Dec 18 1992 Dec 18 2012
319541
MEXICO LACOSTE Word March 13 2006 March 13 2006 March 13 2006
318885
[LOGO] March 13 2006 March 13 2006 March 13 2016
1559
MONTSERRAT [LOGO] Feb 26 1992 1559 Feb 26 2006
D-1028 01123
NETHERLANDS ANTILLES LACOSTE Word April 17 2001 April 17 2001 Oct 19 2019
</Table>
-22-
<Table>
D-1027 01122
NETHERLANDS ANTILLES [LOGO] April 17 2001 April 17 2001 Sept 19 2019
1920-024860 24860
NICARAGUA [LOGO] Nov 27 2003 Jan 21 1994 Jan 20 2004
29558
PANAMA LACOSTE Word August 6 2002 August 6 2012
29561
[LOGO] August 6 2002 August 6 2012
1379 211172
PARAGUAY LACOSTE Word Feb 3 1993 Feb 11 1999 Feb 11 2009
1378 211171
[LOGO] Feb 3 1993 Feb 11 1999 Feb 11 2009
20332 207248
[LOGO] Oct 8 1997 Sept 25 1998 Sept 25 2008
195173 96970
PERU [LOGO] Dec 20 1991 April 30 1992 April 30 2012
3660
ST KITTS AND NEVIS [LOGO] March 16 1992 March 16 2006
51/1992
ST LUCIA [LOGO] March 16 1992 July 27 1992 March 16 2006
ST VINCENT AND 268/2005
THE GRENADINES LACOSTE Word Nov 29 2005 Pending
269/2005
[LOGO] Nov 29 2005 Pending
349014
SWITZERLAND LACOSTE Word March 11 2006 March 11 2016
307841
[LOGO] Sept 18 2000 Sept 18 2010
[LOGO] 4739 349013 March 11 2016
</Table>
-23-
TURKS & CAICOS [LOGO] 11313 11313 Jan 4 2010
ISLANDS
335442 242090
URUGUAY LACOSTE Word Nov 20 2001 Nov 20 2001 Nov 20 2011
250718 340798
[LOGO] Jan 13 1992 May 8 1992 May 8 2012
26694 F-172645
VENEZUELA [LOGO] Dec 19 1991 Nov 1 1994 Nov 1 2014
-24-
LACOSTE TRADEMARKS OWNED BY LACOSTE ALIGATOR SA (LCA) IN CLASS 14 OF INTERNATIONAL
CLASSIFICATION OF GOODS AND SERVICES LISTED BY COUNTRY
LACOSTE TRADEMARK APPLICATION NUMBER REGISTRATION
COUNTRY TRADEMARK AND DATE OF APPLICATION NUMBER EXPIRING DATE
3075
BARBADOS [LOGO] Jan 1 1996 81/10680 Jan 1 2010
696568
CANADA [LOGO] Jan 9 1992 470734 Feb 11 2012
696581
Lacoste Word Jan 9 1992 470735 Feb 11 2012
1839
CUBA [LOGO] Nov 13 1996 125915 Nov 18 2006
99129732
DOMINICAN REPUBLIC [LOGO] Feb 1 1996 82922 April 15 2016
1513-Q
HAITI [LOGO] Dec 13 1995 199 REG 114 Jan 20 2008
14/306
JAMAICA [LOGO] Dec 27 1995 28469 Dec 27 2012
29944
TRINIDA & TOBAGO [LOGO] Jan 11 1996 29944 Jan 11 2006
74/238224
USA [LOGO] Jan 16 1992 2247880 May 25 2009
74/238223
Lacoste Word Jan 16 1992 1947111 Jan 9 2016
SCHEDULE IV
IV.A - COUNTRIES IN WHICH THE LACOSTE TRADEMARKS
BELONG TO LACOSTE
Afghanistan, Albania, Algeria, Andorra, Angola, Armenia, Australia, Austria,
Azerbaijan, Bahrain, Bangladesh, Belarus, Belgium, Benin, Bhutan, Bosnia &
Herzegovina, Botswana, Brunei Darussalam, Bulgaria, Burkina Faso, Burundi,
Cambodia, Cameroon, Cape Verde, Central African Republic, Chad, China, Comoros,
Congo, Croatia, Cyprus, Czech Republic, Democratic People's Republic of Korea,
Denmark, Djibouti, Egypt, Equatorial Guinea, Eritrea, Estonia, Ethiopia,
Federated States of Micronesia, Fiji, Finland, France, Gabon, Gambia, Georgia,
Germany, Ghana, Greece, Guinea, Guinea-Bissau, Hungary, Iceland, India,
Indonesia, Iran, Iraq, Ireland, Israel, Italy, Ivory Coast, Japan, Jordan,
Kazakhstan, Kenya, Kiribati, Kuwait, Kyrgyz Republic, Lao People's Democratic
Republic, Latvia, Lebanon, Lesotho, Liberia, Libya, Liechtenstein, Lithuania,
Luxembourg, Madagascar, Malawi, Malaysia, Maldives, Mali, Malta, Marshall
Islands, Mauritania, Mauritius, Monaco, Mongolia, Morocco, Mozambique, Myanmar,
Namibia, Nauru, Nepal, Netherlands, New Zealand, Niger, Nigeria, Northern
Mariana Islands, Norway, Oman, Pakistan, Palau, Papua New Guinea, Philippines,
Poland, Portugal, Qatar, Republic of Korea, Republic of Moldova, Romania,
Russian Federation, Rwanda, Solomon Islands, Samoa, Sao Tome & Principe, San
Marino, Saudi Arabia, Senegal, Seychelles, Sierra Leone, Singapore, Slovak
Republic, Slovenia, Somalia, South Africa, Spain, Sri Lanka, Sudan, Swaziland,
Sweden, Switzerland, Syria, Tajikistan, Thailand, The former Yugoslav Republic
of Macedonia, Togo, Tonga, Tunisia, Turkey, Turkmenistan, Tuvalu, Uganda,
Ukraine, United Arab Emirates, United Kingdom, United Republic of Tanzania,
Uzbekistan, Vanuatu, Vatican City, Viet Nam, Yemen, Yugoslavia, Zaire, Zambia,
Zimbabwe.
IV.B - COUNTRIES IN WHICH THE LACOSTE TRADEMARKS
BELONG TO SPL
Antigua & Barbuda, Argentina, Bahamas, Belize, Bolivia, Brazil, Chile, Colombia,
Costa Rica, Dominica, Ecuador, El Salvador, Grenada, Guatemala, Guyana,
Honduras, Nicaragua, Panama, Paraguay, Peru, St. Kitts and Nevis, St. Lucia, St.
Vincent and the Grenadines, Suriname, Uruguay, Venezuela.
IV.C - COUNTRIES IN WHICH THE LACOSTE TRADEMARKS
BELONG TO LCA
Barbados, Canada, Cuba, Dominican Republic, Haiti, Jamaica, Mexico, Trinidad &
Tobago, United States.
SCHEDULE V
THE LACOSTE WATCHES
Watches for men, women, children
Time-keeping devices
Cases for watches and time-keeping devices
Bracelets, straps and components for watches
SCHEDULE VI
THE LACOSTE APPAREL PRODUCTS
a) - Men's clothing - light products
Bathing suits, rugby shirts, short-sleeved polos, long-sleeved polos,
sweaters, sweatshirts, tee-shirts, turtle-neck shirts, cut-and-sown
long-sleeved shirts, cut-and-sown short-sleeved shirts, various.
b) - Men's clothing - heavy products
Bermudas, windbreakers, parkas, jackets, shorts,
trousers, trainings and trousers for
trainings, in knit or in woven fabric.
c) - Women's clothing
Bathing suits, rugby shirts, short-sleeved polos, long-sleeved polos,
sweaters, sweatshirts, tee-shirts, turtle-neck shirts, cut-and-sown
long-sleeved shirts, cut-and-sown short-sleeved shirts, various.
Bermudas, windbreakers, parkas, jackets, skirts, dresses, shorts,
trousers, trainings and trousers for trainings,
in knit or in woven fabric.
d) - Children's clothing
Bathing suits, rugby shirts, short-sleeved polos, long-sleeved polos,
sweaters, sweatshirts, tee-shirts, turtle-neck shirts, cut-and-sown
long-sleeved shirts, cut-and-sown short-sleeved shirts, various.
Bermudas, windbreakers, parkas, jackets, skirts, dresses, shorts,
trousers, trainings and trousers for trainings,
in knit or in woven fabric.
e) - Other clothing
Socks, wrist- and headbands, hats, caps,
other headgear, gloves, scarves, ties, underwear.
SCHEDULE VII
THE OTHER LACOSTE PRODUCTS
Toiletries
Leisure and sports bags
Leathergoods products
Shoes
Terry towels, bath towels, bath robes
Household linen
Umbrellas
Belts
Sunglasses and frames for optical glasses
Any other product other than LACOSTE APPAREL PRODUCTS and
LACOSTE WATCHES which the LICENSOR may develop in the future
SCHEDULE VIII
VIII.A - LIST OF THE COUNTRIES CONSTITUTING EUROPE, AFRICA AND THE MIDDLE-EAST
Afghanistan, Albania, Algeria, Andorra, Angola, Armenia, Austria, Azerbaijan,
Bahrain, Belarus, Belgium, Benin, Bosnia & Herzegovina, Botswana, Bulgaria,
Burkina Faso, Burundi, Cameroon, Cape Verde, Central African Republic, Chad,
Comoros, Congo, Croatia, Cyprus, Czech Republic, Democratic Republic of Congo,
Denmark, Djibouti, Egypt, Equatorial Guinea, Eritrea, Estonia, Ethiopia,
Finland, Former Yugoslav Republic of Macedonia, France, Gabon, Gambia, Georgia,
Germany, Ghana, Greece, Guinea, Guinea-Bissau, Hungary, Iran, Iraq, Ireland,
Island, Israel, Italy, Ivory Coast, Jordan, Kazakhstan, Kenya, Kuwait, Kyrgyz
Republic, Latvia, Lesotho, Liberia, Libya, Liechtenstein, Lithuania Luxembourg,
Madagascar, Malawi, Mali, Malta, Mauritania, Mauritius, Monaco, Morocco,
Mozambique, Namibia, Netherlands, Niger, Nigeria, Norway, Oman, Poland,
Portugal, Qatar, Republic of Moldova, Rumania, Russian Federation, Rwanda, San
Marino, Sao Tome & Principe, Saudi Arabia, Senegal, Seychelles, Sierra Leone,
Slovak Republic, Slovenia, Somalia, South-Africa, Spain, Sudan, Sweden,
Switzerland, Syria, Tajikistan, Tanzania, Togo, Tunisia, Turkey, Turkmenistan,
Uganda, Ukraine, United Arab Emirates, United Kingdom, Uzbekistan, Vatican City,
Yemen, Yugoslavia, Zambia, Zimbabwe
VIII.B - LIST OF THE COUNTRIES CONSTITUTING THE FAR-EAST
Australia, Bangladesh, Brunei Darussalam, Butan, Cambodia, Democratic People's
Republic of Korea, Democratic People's Republic of Lao, Federated States of
Micronesia, Fiji, India, Indonesia, Japan, Kiribati, Malaysia, Maldives,
Marshall Islands, Mongolia, Myanmar, Nauru, Nepal, New-Zealand, North Marianne
Islands, Pakistan, Palau, Papua-New Guinea, People's Republic of China,
Philippines, Samoa, Singapore, Solomon Islands, South-Korea, Sri Lanka, Taiwan,
Thailand, Tonga, Tuvalu, Vanuatu, Vietnam
VIII.C - LIST OF THE COUNTRIES CONSTITUTING NORTH AMERICA
Antigua & Barbuda, Aruba, Bahamas, Barbados, Canada, Costa Rica, Cuba, Curacao,
Dominica, Dominican Republic, Grenada,
Haiti, Jamaica, Mexico, St Kitts and Nevis, St Lucia, St Vincent and the
Grenadines, Trinidad & Tobago, United States of America
VIII.D - LIST OF THE COUNTRIES CONSTITUTING CENTRAL AMERICA AND SOUTH AMERICA
Argentina, Belize, Bolivia, Brazil, Chile, Colombia, Ecuador, El Salvador,
Guatemala, Guyana, Honduras, Nicaragua, Panama, Paraguay, Peru, Suriname,
Uruguay, Venezuela
SCHEDULE IX
POINTS-OF-SALE
IX.A - APPROVED WATCHES RETAILERS
Specialized Watch Shops
Specialized Watch Corners of Department Stores
Sport Shops
Sport Corners of Department Stores
Duty-free Shops
Other retailers fulfilling the requirements of the LACOSTE
WATCHES SELECTIVE DISTRIBUTION SYSTEM
IX.B - Members of the "LACOSTE BOUTIQUES AND LACOSTE
CORNERS" SELECTIVE DISTRIBUTION SYSTEM
SCHEDULE X
SUPPLEMENTAL AGREEMENT
LACOSTE WATCHES SUPPLEMENTAL AGREEMENT
By and between:
LACOSTE S.A., (or Sporloisirs S.A. or Lacoste Alligator S.A. as the case may be)
a [COUNTRY (NAME OF THE COUNTRY FROM WHERE THE COMPANY ORIGINATES)]corporation
organised and existing under the laws of [COUNTRY] whose registered office and
principal place of business is located at [ADDRESS], represented by its [TITLE],
[NAME OF SIGNATORY].
hereinafter referred to as the "LICENSOR",
And:
MGI LUXURY GROUP S.A., a Swiss corporation organised and existing under the laws
of Switzerland whose registered office is located at 35 rue de Nidau, CH-2501,
Bienne (Switzerland) , represented by xxx.
hereinafter referred to as "MASTER LICENSEE",
And:
[NAME OF THE COMPANY], a [COUNTRY (NAME OF THE COUNTRY FROM WHERE THE COMPANY
ORIGINATES)] corporation organised and existing under the laws of [COUNTRY]
whose registered office and principal place of business is located at [ADDRESS],
represented by its [TITLE], [NAME OF SIGNATORY].
hereinafter referred to as the "DISTRIBUTOR".
WITNESSETH:
WHEREAS, the LICENSOR has entered into a License Agreement with MASTER LICENSEE
dated [Date], 2006 (hereunder referred to as the "MASTER AGREEMENT"), granting
to MASTER LICENSEE worldwide the exclusive rights to use the LICENSED TRADEMARKS
(as such term is hereinafter defined), the MODELS (as such term is hereinafter
defined)and the KNOW-HOW (as such term is hereinafter defined) in connection
with the creation, development, manufacture, advertising, distribution,
marketing, merchandising, promotion, and sale of the LACOSTE WATCHES (as such
term is hereinafter defined); and
WHEREAS, under the terms of the MASTER AGREEMENT, MASTER LICENSEE is entitled to
sub-license the rights granted to it with respect to the marketing,
merchandising, promotion, advertising, distribution and sale of the LACOSTE
WATCHES to distributors of its choice subject in such event:
-2-
- - to the approval by the LICENSOR of the selected distributors proposed by
MASTER LICENSEE; and
- - to the signing of a distribution sub-license agreement between MASTER
LICENSEE and the distributors including the main provisions relating to
the protection of the LICENSOR's Intellectual Property Rights and of the
LACOSTE TRADEMARKS IMAGE (as such term is hereinafter defined) as well as,
in addition to the rights and obligations which MASTER LICENSEE wishes to
sub-license, also all obligations MASTER LICENSEE would otherwise have had
to fulfil with respect to the rights sub-licensed to the distributors and
that the distributors shall undertake to personally carry out; and
WHEREAS, in such event, MASTER LICENSEE shall enter with the LICENSOR, owner of
the LACOSTE TRADEMARKS, and the distributors into SUPPLEMENTAL AGREEMENTS
defining on a country by country basis in addition to the list of the LICENSED
TRADEMARKS authorised to be used by the concerned distributor also all
obligations relating to the protection of the LICENSED TRADEMARKS; and
WHEREAS, MASTER LICENSEE has decided to appoint DISTRIBUTOR as its distributor
and grant it certain rights in connection with the marketing, merchandising,
promotion, advertising, distribution and sale of the LACOSTE WATCHES in the
TERRITORY (as such term is hereinafter defined) and has entered into the
appropriate sub-license agreement (hereinafter referred to as the "DISTRIBUTION
AGREEMENT") with the DISTRIBUTOR; and
WHEREAS, the LICENSOR has created and developed over a period of many years a
well known and distinctive line of sports and leisure apparel for men, women,
and children (hereinafter referred to as the "LACOSTE APPAREL PRODUCTS") as well
as other lines of products such as toiletries, sunglasses and frames for optical
glasses, sport and leisure bags, leathergoods products, shoes, terry towels,
bath towels, bath robes, household linen, umbrellas, belts and any other
products which the LICENSOR may develop in the future (hereinafter referred to
as the "OTHER LACOSTE PRODUCTS") it being specified that the OTHER LACOSTE
PRODUCTS include neither the LACOSTE APPAREL PRODUCTS nor the LACOSTE WATCHES;
and
WHEREAS, the LICENSOR has also contributed to the creation and the development
of a line of watches and time-keeping devices (the "LACOSTE WATCHES", as such
term is hereinafter defined); and
WHEREAS, the LACOSTE WATCHES, the LACOSTE APPAREL PRODUCTS and OTHER LACOSTE
PRODUCTS, which are characterised by an emblem trademark consisting of the
pictorial representation of an alligator or a crocodile (hereinafter referred to
as the "CROCODILE"), are renowned and sold worldwide under the trade names of
"Lacoste", "La Chemise Lacoste", "Chemise Lacoste" recalling the name of Rene
Lacoste the famous tennis champion who invented the original shirt, and the
"CROCODILE" recalling his nickname on the tennis courts; and
WHEREAS, each of the models making up the lines of LACOSTE WATCHES and of the
said OTHER LACOSTE PRODUCTS together with their specifications are the sole
property of the LICENSOR which, in addition, has duly registered the LACOSTE
TRADEMARKS in the relevant classes of products in the TERRITORY; and
-3-
WHEREAS, in order to protect its rights, the LICENSOR has registered numerous
trademarks among which the LICENSED TRADEMARKS throughout the world and more
specifically in the TERRITORY in the relevant classes of products and services;
and
WHEREAS, the LICENSOR is willing to enter with MASTER LICENSEE and the
DISTRIBUTOR into the appropriate supplemental agreement (hereinafter referred to
as the "SUPPLEMENTAL AGREEMENT") according to the provisions set forth in the
MASTER AGREEMENT referred to above.
NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:
ARTICLE 1 - DEFINITIONS
For the purpose of this SUPPLEMENTAL AGREEMENT the terms hereinafter shall have
the following meanings:
1.1 "APPROVED WATCHES RETAILERS" shall mean the selected points of sale
that are approved by LICENSOR and/or MASTER LICENSEE for the retail
sale of LACOSTE WATCHES.
1.2 "LACOSTE WATCHES SELECTIVE DISTRIBUTION SYSTEM" shall mean the group
of APPROVED WATCHES RETAILERS organized by the MASTER LICENSEE in the
TERRITORY in accordance with the specific guidelines of the LICENSOR
to sell the LACOSTE WATCHES while respecting the specific criteria in
the area of client service, merchandising, presentation, advertising,
promotion and respect of the LACOSTE TRADEMARKS IMAGE.
1.3 "SUPPLEMENTAL AGREEMENT" shall mean the present SUPPLEMENTAL
AGREEMENT.
1.4 "MODELS" shall mean any and all creations specific to the LACOSTE
WATCHES, or part thereof.
1.5 "LICENSOR'S KNOW-HOW" shall mean the LICENSOR's MARKETING AND
MERCHANDISING KNOW-HOW and PROMOTION AND ADVERTISING KNOW-HOW for the
distribution and advertising of the LACOSTE WATCHES and the LICENSED
TRADEMARKS.
1.6 "CROCODILE" shall mean the pictorial representation of an alligator
or crocodile as depicted in Schedule II of this SUPPLEMENTAL
AGREEMENT.
1.7 "LACOSTE TRADEMARKS" shall mean any or all the trademarks relating to
the name "Lacoste" and/or the CROCODILE belonging to the LICENSOR,
representations of the main of which are appended hereto in Schedule
I of this SUPPLEMENTAL AGREEMENT.
1.8 "LICENSED TRADEMARKS" shall mean those of the LACOSTE TRADEMARKS
which representations are reproduced in Schedule III to this
SUPPLEMENTAL AGREEMENT.
1.9 "LACOSTE TRADEMARKS IMAGE" shall mean the presently existing
identification in the principal markets where the LACOSTE APPAREL
PRODUCTS, the OTHER LACOSTE PRODUCTS, and the LACOSTE WATCHES are
distributed, between the LACOSTE TRADEMARKS and good taste,
authenticity, quality, functionality, modernity, elegance, high-end
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sports and leisure, however at competitive quality/price ratios. The
LACOSTE TRADEMARKS IMAGE shall be judged in relation to all the
elements making up the perception by the consumer of the LACOSTE
APPAREL PRODUCTS, the OTHER LACOSTE PRODUCTS, and the LACOSTE Watches
as to their style, quality, price, marketing and merchandising,
advertising and promotion.
1.10 "LACOSTE WATCHES" shall mean the watches and time-keeping devices
belonging to class 14 of the Classification Internationale des
Produits et des Services (as listed in Schedule IV) as well as any
accessory thereto (straps, cases, etc.), packaging and wrapping
bearing the LICENSED TRADEMARK manufactured and marketed by the
MASTER LICENSEE itself and/or under its control and responsibility
under the terms of the MASTER AGREEMENT, or marketed prior to the
MASTER AGREEMENT by any previous licensee of LICENSOR.
1.11 "TERRITORY" shall mean [COUNTRY SUBJECT OF THE AGREEMENT].
1.12 "TERMINATION DATE" shall mean the date on which this SUPPLEMENTAL
AGREEMENT shall end or shall not be renewed for whatever reason at
the end of any notice period (if any).
1.13 The words which appear in the present SUPPLEMENTAL AGREEMENT in bold
and which are not defined in this Article shall have the meaning
given in the DISTRIBUTION AGREEMENT.
ARTICLE 2 - RIGHTS GRANTED
The LICENSOR hereby confirms to the DISTRIBUTOR that it is authorised to use,
during the life of this SUPPLEMENTAL AGREEMENT and within the limits herein
defined of this SUPPLEMENTAL AGREEMENT, the LICENSED TRADEMARKS, and the MODELS
in connection with the marketing, merchandising, promotion and advertising,
distribution and sale of the LACOSTE WATCHES in the TERRITORY.
ARTICLE 3 - LICENSED TRADEMARKS' USE
3.1 The DISTRIBUTOR undertakes not to use the LICENSED TRADEMARKS and the
MODELS otherwise than within the scope and the limits of this
SUPPLEMENTAL AGREEMENT and of the DISTRIBUTION AGREEMENT and for the
distribution and sale of the LACOSTE WATCHES.
3.2 The DISTRIBUTOR undertakes to take all the necessary measures, in the
field of its marketing, merchandising, advertising and promotional
programmes, to follow the general worldwide policy, prescribed and
coordinated by the LICENSOR with respect to the image of the LACOSTE
TRADEMARKS, it being understood, however, that DISTRIBUTOR shall have
no obligation to incur any expense in this regard except as set forth
in the DISTRIBUTION AGREEMENT.
3.3 The DISTRIBUTOR shall be entitled to claim the use of the LICENSED
TRADEMARKS only in the manner prescribed by the LICENSOR. The LACOSTE
WATCHES shall bear no other name or mark or wording which could make
third parties believe that the LICENSED TRADEMARKS belong to other
entity than the LICENSOR.
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Any additional name or mark or wording required by the laws and
regulations in force in the TERRITORY shall have to be submitted to
MASTER LICENSEE which shall submit the same for the prior written
approval of the LICENSOR which will have the right to specify their
size and location whenever possible.
3.4 No modified reproduction of the LICENSED TRADEMARKS may be used by
the DISTRIBUTOR save with the prior written approval of the LICENSOR.
3.5 The DISTRIBUTOR undertakes to always respect irreproachable trade and
legal practices in the manner and use of the LICENSED TRADEMARKS and
adhere to such reasonable opinion as may be provided from time to
time by the LICENSOR's intellectual property counsels for such use.
3.6 When using the LICENSED TRADEMARKS for the promotion or advertising
of the LACOSTE WATCHES and of the image of the LACOSTE TRADEMARKS,
the DISTRIBUTOR shall take all necessary steps to ensure in
particular that not only the image of the LACOSTE TRADEMARKS but also
the personal reputation of Mr Rene LACOSTE and his family are
safeguarded and in this scope to use exclusively the designs,
lettering, labels and logos created by the LICENSOR.
3.7 The DISTRIBUTOR shall not, and shall ensure that its APPROVED WATCHES
RETAILERS do not, without the prior written agreement of the LICENSOR
(and in such event according to the LICENSOR's prescriptions)
register a domain name or create a web site or create an e-mail
address including the words Lacoste or the CROCODILE.
Should the DISTRIBUTOR wish to include a section dedicated to the
LICENSED TRADEMARKS and/or the LACOSTE WATCHES in its own
institutional web site, it shall submit its draft to the MASTER
LICENSEE and obtain its prior approval before placing it on line. The
same procedure shall apply for the up dating of said web page.
3.8 Advertising and/or sale of LACOSTE WATCHES on the Internet and by
Mail Order are authorized only by APPROVED WATCHES RETAILERS and
LACOSTE BOUTIQUES and LACOSTE CORNERS provided the following
conditions are satisfied:
3.8.1 the web site or the Mail Order catalogues of the
APPROVED WATCHES RETAILERS, the LACOSTE BOUTIQUES and
LACOSTE CORNERS where the LACOSTE WATCHES shall be
advertised and/or sold shall be approved by MASTER
LICENSEE. This approval shall be given if the following
conditions are satisfied:
- the name, environment, presentation and
overall standing of the web site or the Mail
Order catalogues as well as the way it
functions shall be compatible with LACOSTE
TRADEMARKS IMAGE; and
- the web site or the Mail Order catalogues
shall offer to the consumers a high service
quality for the LACOSTE WATCHES; and
- the manner which the MODELS and the LICENSED
TRADEMARKS are presented on the web site or
in the Mail Order catalogues in connection
with the
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advertising and/or the sale of LACOSTE
WATCHES shall be previously approved by
MASTER LICENSEE. The APPROVED WATCHES
RETAILERS, the LACOSTE CORNERS and the
LACOSTE BOUTIQUES shall neither include nor
use any of the LICENSED TRADEMARKS in the
workings (as they exist as of this day or in
the future) of the web, and in particular no
LICENSED TRADEMARKS may be included or used
in a domain name, and URL address or an
e-mail address.
ARTICLE 4 - PROTECTION OF THE LICENSOR'S INTELLECTUAL PROPERTY RIGHTS
4.1 THE DISTRIBUTOR hereby acknowledges that the LICENSOR is the sole
owner in the TERRITORY of the LICENSED TRADEMARKS and of the MODELS.
4.2 The DISTRIBUTOR undertakes to strictly respect the LICENSOR's
intellectual property rights.
Consequently, the DISTRIBUTOR:
4.2.1 is prohibited from applying for registration of any of
the LACOSTE TRADEMARKS or for the registration of any
trademark confusingly similar to or ressembling the
LACOSTE TRADEMARKS within the TERRITORY or in the rest
of the world, nor shall it assist any party other than
the LICENSOR to do so unless MASTER LICENSEE shall have
obtained the prior written approval from the LICENSOR,
such prohibitions applying to each and every kind of
goods or services in any class of the International
Classification of Goods and Services;
4.2.2 shall not apply for the registration of any of the
MODELS nor for the registration of any model
confusingly similar to the MODELS within the TERRITORY
or in the rest of the world.
The DISTRIBUTOR is prohibited from taking any action
before any authority which may have as a consequence,
the contesting or seeking the cancellation of any
registration of the LICENSED TRADEMARKS or the MODELS.
4.2.3 undertakes to facilitate in the future all applications
for the registration of trademarks, models, or patents
which the LICENSOR may apply for at Licensor's own
expense within the TERRITORY to protect the LACOSTE
WATCHES and/or LACOSTE TRADEMARKS or any other
creations in any class or category of national
classification or International Classifications of
Goods and Services, it being hereby expressly
recognised by the DISTRIBUTOR that any such trademark,
model, patent application or registration or any other
right thus obtained shall be the exclusive property of
the LICENSOR; and
In addition, the DISTRIBUTOR shall never file any legal
or administrative action which may have a consequence
or which aim at the withdrawal or cancellation of the
LICENSED TRADEMARKS and/or the MODELS; and
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4.2.4 shall, during the term of this SUPPLEMENTAL AGREEMENT,
uphold and assist the LICENSOR in maintaining, at the
LICENSOR's exclusive expense, adequate trademark
registration of the LACOSTE TRADEMARKS within the
TERRITORY and the MODELS; and
4.2.5 shall be vigilant in watching for any infringement of
the LICENSOR's rights in the LACOSTE TRADEMARKS or the
MODELS and shall consequently promptly notify the
LICENSOR and MASTER LICENSEE after becoming aware of
the same or of any act that may constitute a
counterfeit, an usurpation or an imitation of the
LICENSED TRADEMARKS and the MODELS as well as of any
act of unfair competition. The LICENSOR alone shall be
responsible, for taking action against infringers but
the DISTRIBUTOR shall assist the LICENSOR in every
possible way.
The expenses of the proceedings incident to or
contemplated by this Article 4.2.5 relating to the
LACOSTE WATCHES as well as any damages that might be
awarded as a result of such action shall be shared
equally between the LICENSOR and the DISTRIBUTOR. The
expenses relating to investigations (i.e. private
detectives, enquiry agents, etc.) if previously agreed
upon between the LICENSOR and the DISTRIBUTOR shall be
shared equally in the same manner; and
4.2.6 shall defend at its own costs and expenses any action
for unfair competition, passing-off, copyright, patent
or design infringement, including advertising or other
related cause of action arising out of its use of the
LICENSED TRADEMARKS or the MODELS, and shall give
prompt notice in writing to the LICENSOR of any such
action. The LICENSOR shall always have the right to
participate in such an action at its sole discretion.
In this event the expenses of the proceedings as well
as any damage arising from such action shall be shared
equally. In any event, the LICENSOR shall provide its
assistance to the MASTER LICENSEE in such defense; and
4.2.7 shall in no circumstances, and whatever may have been
the duration of this SUPPLEMENTAL AGREEMENT or the
reason for its end, termination or non-renewal, be
entitled to any claim to the ownership of the LACOSTE
TRADEMARKS or the MODELS.
4.3 Under no circumstances, shall the LICENSOR be held liable by the
DISTRIBUTOR for any loss the DISTRIBUTOR may suffer due to acts of
counterfeiting, imitation, usurpation or unfair competition committed
by third parties.
4.4 Notwithstanding the foregoing, the DISTRIBUTOR shall have the right
to prosecute by law any third party for unfair competition according
to its own interest and at its own expense.
4.5 Should it be necessary, according to the laws and regulations in
force in the TERRITORY, to declare on record this SUPPLEMENTAL
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AGREEMENT, the LICENSOR shall take the necessary appropriate steps at
the DISTRIBUTOR's costs. The DISTRIBUTOR undertakes to assist the
LICENSOR in such steps.
ARTICLE 5 - DURATION
5.1 This SUPPLEMENTAL AGREEMENT shall enter into force as of the date the
DISTRIBUTION AGREEMENT shall enter into force and shall remain in
full force and effect for the duration of the DISTRIBUTION AGREEMENT.
5.2 Subject to earlier termination as hereinafter mentioned in Article 6,
this SUPPLEMENTAL AGREEMENT shall automatically end on the same date
the DISTRIBUTION AGREEMENT will end for whatever reason.
ARTICLE 6 - TERMINATION
Notwithstanding the provisions of Article 5 above, this SUPPLEMENTAL AGREEMENT
may be terminated at any time
6.1 By any party:
6.1.1 in the event of a material breach of this SUPPLEMENTAL
AGREEMENT by any other of the parties, provided that it
has given sixty (60) days written notice of such breach
to the other party and that the other party has failed
to cure such breach within such period or failed to
take action within such period clearly sufficient to
remedy said breach without prejudice of any
compensation or damages whatsoever.
6.1.2 forthwith, in the event that any other of the parties
shall (l) be dissolved; (2) apply for or consent to the
appointment of a receiver, trustee or liquidator for
its properties or assets; (3) admit in writing its
inability to pay its debts as they mature; (4) make a
general assignment for the benefit of creditors; (5)
file a voluntary petition or be the subject of an
involuntary petition in bankruptcy (which is not
dismissed within sixty (60) days) or an answer seeking
reorganization in arrangement with creditors, or take
advantage of any bankruptcy, reorganization, insolvency
or readjustment of debt law or statute, or file an
answer admitting the material allegations of a petition
filed against it in any proceedings under such a law or
statute, or take any action for the purposes of
effecting any of the foregoing; or (6) have any order,
judgment or decree entered against it without the
application, approval or consent of the concerned
party, by any court of competent jurisdiction approving
a petition seeking reorganization of its properties or
assets or the appointment of a receiver, trustee or
liquidator for it.
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6.2 By the LICENSOR:
6.2.1 Within 15 days of the sending of a registered letter,
with notification of receipt, notifying the
termination, without giving rise to any damages or
compensation whatsoever, in the event of a change in
control of the DISTRIBUTOR or if an individual or
company directly or indirectly in competition with the
activities of THE LICENSOR, including a licensee, a
sub-licensee, a distributor, a sub-distributor, an
agent or a customer of the LICENSOR should become a
shareholder, even a minority shareholder, of the
DISTRIBUTOR.
The DISTRIBUTOR then undertakes to inform the LICENSOR
and MASTER LICENSEE of the occurrence of any of the
events hereinabove described within 8 days thereof.
The LICENSOR nevertheless shall be entitled to postpone
its right to terminate this SUPPLEMENTAL AGREEMENT to
assess the compatibility of such change with its own
commercial conceptions and interest.
If within three months following the receipt of the
DISTRIBUTOR's notice of the occurrence of such events,
the LICENSOR has not implemented its right to terminate
the SUPPLEMENTAL AGREEMENT, it shall continue in force
until its normal term subject to the execution of the
other provisions contained in this Article 6.
6.2.2 Forthwith, in the event that the DISTRIBUTOR fails to
fulfil its obligations with regards to the LACOSTE
WATCHES SELECTIVE DISTRIBUTION SYSTEM and
notwithstanding the provisions of Article 6.1.1
hereinabove.
This SUPPLEMENTAL AGREEMENT shall be terminated upon the termination or
non-renewal of the DISTRIBUTION AGREEMENT within the same period of time.
ARTICLE 7 - PROVISIONS AT TERMINATION
7.1 Upon termination of this SUPPLEMENTAL AGREEMENT for whatever reason:
7.1.1 all rights and licensees granted to the DISTRIBUTOR
pursuant to this SUPPLEMENTAL AGREEMENT shall terminate
and revert to the LICENSOR; and
7.1.2 subject to any rights DISTRIBUTOR may have under the
DISTRIBUTION AGREEMENT to sell off its remaining
inventory of LACOSTE WATCHES, the DISTRIBUTOR shall
immediately cease to trade as a Lacoste distributor on
the TERMINATION DATE, shall cease to use the LICENSOR's
KNOW-HOW, the LICENSED TRADEMARKS and the MODELS and
shall not assist any third party to do so; and
7.1.3 the DISTRIBUTOR shall cancel at its own expense all
government clearances it may have obtained with the
appropriate governmental authorities; and
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7.1.4 the DISTRIBUTOR shall deliver immediately, at its cost,
to the LICENSOR or to any third party designated by the
LICENSOR, all remaining advertising and promotional
material, and in general all documents and items
bearing or representing the LICENSED TRADEMARKS
(catalogues, technical documents, etc.) emanating from
the LICENSOR.
7.2 The DISTRIBUTOR acknowledges and agrees that it is entering into this
SUPPLEMENTAL AGREEMENT on the express understanding that its receipt
from sales of LACOSTE WATCHES under the DISTRIBUTION AGREEMENT and
this SUPPLEMENTAL AGREEMENT are intended to be sufficient to
compensate it fully for all risks, costs and expenses incurred in
connection with this SUPPLEMENTAL AGREEMENT, including, i.e., all
costs and expenses incurred by the DISTRIBUTOR for its advertising
and promotion efforts to create what is commonly known as "goodwill"
for the LICENSED TRADEMARKS.
7.3 Accordingly, upon termination of this SUPPLEMENTAL AGREEMENT and
regardless its duration, for whatever reason, the DISTRIBUTOR shall
have no right to any further payment, indemnity or compensation for
loss of goodwill or for any risks, costs or expenses incurred or
developed by the DISTRIBUTOR during the term of this SUPPLEMENTAL
AGREEMENT.
ARTICLE 8 - ASSIGNMENT
This SUPPLEMENTAL AGREEMENT shall be binding upon and inure to the benefit of
the parties hereto and their respective authorised successors and assignees
under the terms of this SUPPLEMENTAL AGREEMENT.
It is expressly understood and agreed that this SUPPLEMENTAL AGREEMENT or any
interest therein shall not be in part or as a whole directly or indirectly sold,
assigned, pledged or otherwise encumbered by the DISTRIBUTOR without the written
consent of the LICENSOR and MASTER LICENSEE.
The DISTRIBUTOR is also prohibited from assigning, selling, pledging or
otherwise encumbering to any third party in the same conditions as hereabove
whether in part or as a whole any of the rights hereby granted to it, be it in a
given part of the TERRITORY save as expressly provided for in the present
SUPPLEMENTAL AGREEMENT.
ARTICLE 9 - FORCE MAJEURE
9.1 The parties shall not be liable for any damages or loss of any kind,
arising from any delay or failure to perform (partially or totally)
the obligations provided for in this SUPPLEMENTAL AGREEMENT caused by
an event of force majeure, without there being however fault or
negligence of the parties which rely thereon. Moreover, a reason for
exoneration of responsibility under this Article 9.1 excludes thereby
the possible right of the other party to terminate or cancel this
SUPPLEMENTAL AGREEMENT due to the corresponding non-performance.
For the purposes of this SUPPLEMENTAL AGREEMENT, an event of force
majeure is any event or cause which presents an unpredictable,
-11-
irresistible character and is not within the will of the parties and
which has for effect, directly or indirectly, to prevent or to render
impossible the performance of an obligation set forth in this
SUPPLEMENTAL AGREEMENT (i.e., for the purposes of this SUPPLEMENTAL
AGREEMENT, and without limitation, any war, insurrection, strike,
serious economic crisis, national restriction in transfer of
royalties,...).
After the occurrence of an event of force majeure, the party
concerned shall promptly send notice by letter, telex or fax,
informing the other party of all the details of such event.
In all cases, the party who relies thereon shall take all useful and
necessary measures to assure as rapidly as possible the normal
resumption of the performance of this SUPPLEMENTAL AGREEMENT.
9.2 If the circumstances go beyond six months and once the continuation
of the SUPPLEMENTAL AGREEMENT appears to be possible upon adaptation,
the parties shall coordinate to modify in good faith and in equity
the necessary amendments.
9.3 If these negotiations do not produce results in a period of one
month, the SUPPLEMENTAL AGREEMENT shall be readapted by a third party
designated by the Centre international d'expertise de la Chambre de
Commerce Internationale.
9.4 If the continuation of the SUPPLEMENTAL AGREEMENT does not appear to
be possible even upon adapting this SUPPLEMENTAL AGREEMENT, the
parties shall negotiate in good faith the provisions permitting the
termination of this SUPPLEMENTAL AGREEMENT.
ARTICLE 10 - CAPACITY OF THE PARTIES
10.1 It is expressly agreed that, within the framework of the DISTRIBUTION
AGREEMENT and this SUPPLEMENTAL AGREEMENT, the DISTRIBUTOR purchases
and resells the LACOSTE WATCHES for its own account and acts as an
independent trader with respect to the MASTER LICENSEE, the LICENSOR
and with respect to its customers. Consequently, under no
circumstances shall it enter into any agreement or take any action
purporting to obligate the LICENSOR or the MASTER LICENSEE to third
parties, other than as may be specifically provided in other written
licenses or agreements entered into by the parties hereto.
10.2 Nothing in this SUPPLEMENTAL AGREEMENT shall be construed to render
any party liable for any debts or obligations of any other party and
the parties shall in no way be considered agents or representatives
of each other. No party shall have the authority to act for or bind
any other.
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ARTICLE 11 - CANCELLATION OF PREVIOUS AGREEMENTS
This SUPPLEMENTAL AGREEMENT cancels and replaces any previous verbal and/or
written agreements entered into between the MASTER LICENSEE, the LICENSOR and
the Distributor.
ARTICLE 12 - CONFIDENTIALITY
12.1 The DISTRIBUTOR recognizes that any information (styling, technical,
marketing, ...) it has so far received and shall receive in the
future, related directly or indirectly to this SUPPLEMENTAL
AGREEMENT, to the LICENSED TRADEMARKS, to the MODELS, the KNOW-HOW,
the LACOSTE WATCHES, the MASTER LICENSEE and to the LICENSOR are
strictly confidential.
Consequently, the DISTRIBUTOR formally undertakes not to use such
information other than in the scope of this SUPPLEMENTAL AGREEMENT
and to strictly respect the confidential character of such
information and to continue so to do indefinitely after its
termination or non-renewal.
12.2 On its part, the LICENSOR acknowledges that the information it has
received or shall receive concerning directly or indirectly the
DISTRIBUTOR is confidential and undertakes not to use it other than
within the scope and during the life of this SUPPLEMENTAL AGREEMENT.
ARTICLE 13 - LEGAL AND ETHICAL REQUIREMENT
The DISTRIBUTOR shall at its own expense ensure that all local and national
laws, rules, regulations and other requirements and codes of practice applicable
in the TERRITORY and all policies and ethical and other standards from time to
time specified by MASTER LICENSEE in respect of the treatment of any persons
involved in the sale of any LACOSTE WATCHES or otherwise in respect of any human
rights or other issues are complied with in relation to all activities of the
DISTRIBUTOR and/or its authorized suppliers under this SUPPLEMENTAL AGREEMENT.
The DISTRIBUTOR shall observe at all times the relevant provisions of any
treaty, law or regulation in relation to the protection of the environment.
The DISTRIBUTOR shall indemnify MASTER LICENSEE and its assignees and successors
for any claims, known or unknown, liabilities, demands, damages, cases of
action, costs expenses, dues, covenants, suits, indemnities and judgements which
any third party shall make arising out of or in connection with Distributor's
obligations hereunder or under the Distribution Agreement.
ARTICLE 14 - MISCELLANEOUS
14.1 The DISTRIBUTOR shall, at its own expense, in the TERRITORY and the
LICENSOR shall, at its own expense, in France (or in Switzerland),
execute any documents required to comply with the laws and
requirements of the respective countries with respect to declaring,
recording or otherwise rendering this SUPPLEMENTAL AGREEMENT
effective.
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14.2 Any notices, demands, requests, consents, approvals or other
communications, faxes or telexes, hand delivery notices, given or
made, or required to be given or made to a party under this
SUPPLEMENTAL AGREEMENT shall be in writing and deemed effective on
the earlier of the date of actual personal delivery or deposit, air
mail, postage prepaid, in the registered mail of the country of
origin, sent to:
14.2.1 for the LICENSOR:
(If the LICENSOR is LACOSTE S.A.), Monsieur Michel
LACOSTE, President Directeur General of LACOSTE
S.A.;and
14.2.2 for the DISTRIBUTOR:
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
14.2.3 for the MASTER LICENSEE:
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
to the addresses hereinabove set forth for such party. Any change of
address shall be accomplished only by providing written notice to the
other party to this SUPPLEMENTAL AGREEMENT.
14.3 No rights of any party arising out of this SUPPLEMENTAL AGREEMENT or
any provision hereof, shall be waived except in writing. Failure by
either party to exercise or enforce, in any one or more instances,
any of the terms or conditions of this SUPPLEMENTAL AGREEMENT shall
not constitute or be deemed a waiver of that party's right thereafter
to enforce the terms and conditions of this SUPPLEMENTAL AGREEMENT.
14.4 The rights and obligations of the parties hereto under this
SUPPLEMENTAL AGREEMENT shall be subject to all applicable laws,
orders, regulations, directions, restrictions and limitations of the
Government having jurisdiction on the parties hereto.
14.5 In the event, however, that any such law, order, regulation,
direction, restriction or limitation, or construction thereof, shall
substantially alter the relationship between the parties under this
SUPPLEMENTAL AGREEMENT or the advantages derived from such
relationship, or shall prevent the performance of any provision of
this SUPPLEMENTAL AGREEMENT, the adversely affected party may request
the other party hereto to modify this SUPPLEMENTAL AGREEMENT, and if
within ninety (90) days subsequent to the making of such request, the
parties hereto are unable to agree upon a mutually satisfactory
modification hereof, then the adversely affected party may terminate
this SUPPLEMENTAL AGREEMENT by giving thirty (30) days notice not
later than thirty (30) days following the end of such ninety-day
period.
ARTICLE 15 - GOVERNING LAW - JURISDICTION
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15.1 This SUPPLEMENTAL AGREEMENT shall be governed by and construed in
accordance with the laws of France.
15.2 All disputes arising out or in connection with this SUPPLEMENTAL
AGREEMENT which cannot be amicably settled by consultation, shall be
finally settled by arbitration in Paris under the rules of the
International Chamber of Commerce by three arbitrators appointed in
accordance with said rules. Each party shall be bound by any
arbitration award so rendered and any judgment upon such award may be
entered as a non-appealable, final judgment in any court having
jurisdiction thereon. The proceedings shall be carried out in the
English language.
IN WITNESS WHEREOF, the parties hereto have caused this SUPPLEMENTAL AGREEMENT
to be executed by their duly authorised officers at Paris (France), on [DATE OF
SIGNATURE].
LACOSTE S.A.
MASTER LICENSEE
(or Sporloisirs S.A.
or Lacoste Alligator S.A.
as the case may be)
[NAME OF SIGNATORY] [NAME OF SIGNATORY]
[NAME OF THE DISTRIBUTOR'S COMPANY]
[NAME OF SIGNATORY]
SCHEDULE I
THE LACOSTE TRADEMARKS
(LACOSTE LOGO - LARGE CROCODILE)
(LACOSTE LOGO - LACOSTE)
(LACOSTE LOGO - SMALL CROCODILE AND LACOSTE)
SCHEDULE II
THE CROCODILE
(LACOSTE LOGO - LARGE CROCODILE)
SCHEDULE III
----------
THE LICENSED TRADEMARKS
(LACOSTE LOGO)
LACOSTE
SCHEDULE IV
----------
THE LACOSTE WATCHES
Watches for men, women, children
Time-keeping devices
Cases for watches and time-keeping devices
Bracelets, straps and components for watches
INDEX OF CONTENT
ARTICLE 1 - DEFINITIONS................................................... 3
ARTICLE 2 - RIGHTS GRANTED................................................ 4
ARTICLE 3 - LICENSED TRADEMARKS' USE...................................... 4
ARTICLE 4 - PROTECTION OF THE LICENSOR'S INTELLECTUAL PROPERTY RIGHTS..... 6
ARTICLE 5 - DURATION...................................................... 8
ARTICLE 6 - TERMINATION................................................... 8
ARTICLE 7 - PROVISIONS AT TERMINATION..................................... 9
ARTICLE 8 - ASSIGNMENT.................................................... 10
ARTICLE 9 - FORCE MAJEURE................................................. 10
ARTICLE 10 - CAPACITY OF THE PARTIES...................................... 11
ARTICLE 11 - CANCELLATION OF PREVIOUS AGREEMENTS.......................... 12
ARTICLE 12 - CONFIDENTIALITY.............................................. 12
ARTICLE 13 - LEGAL AND ETHICAL REQUIREMENT................................ 12
ARTICLE 14 - MISCELLANEOUS................................................ 12
ARTICLE 15 - GOVERNING LAW - JURISDICTION................................. 13
GAR LACOSTE
WATCHES
MGI Engineering 20
February 2006
GAR LACOSTE
WATCHES
SCHEDULE XI
----------
GENERAL ACCEPTANCE REQUIREMENTS
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GAR LACOSTE
WATCHES
General Acceptance Requirements
&
Confidentiality Agreement
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CONTACTS
SWITZERLAND
MGI LUXURY GROUP S.A.
Engineering
Heinz Steiger
Rue de Nidau 35
CH-2501 Bienne, Switzerland
Tel 41 32/ 329 34 00 / Direct 41 32/ 329 35 10
Email: hsteiger@movado.ch
FAR EAST
Swissam Products Ltd.
Engineering
Raymond Chung
1406 World Finance Centre
North Tower, Harbour City
Tsimshatsui, Kowloon
Hong Kong
Tel (852) 2736-0564 / Direct
E-mail: rchung@movadogroup.com
EDITION
Edited by MOVADO Group Engineering, Switzerland
Languages: English
DRAFT First Edition 2006
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All rights reserved. No part of this GAR may be reproduced or transferred in any
form or by any means, electronic or mechanical, including photocopying,
recording, or by any information storage and retrieval system, without
permission in writing from MOVADO Group.
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TABLE OF CONTENT
INTRODUCTION ........................................................... 5
Case ................................................................... 1
Dial & Hands ........................................................... 2
Bracelet ............................................................... 3
Strap .................................................................. 4
Buckle ................................................................. 5
Movement ............................................................... 6
Diamond ................................................................ 7
Plating ................................................................ 8
Complete Watches ....................................................... 9
Quality ................................................................ 10
Pre - Shipment Inspection .............................................. 11
Confidentiality agreement .............................................. 12
28
QUICK CHECK GAR ........................................................ 58
GAR UPDATES ............................................................ 59
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INTRODUCTION
The purpose of this GAR (General Acceptance Requirements) is to maximize
engineering responsibilities and activities with suppliers. This GAR will help
to encourage and maintain a mutual understanding between Movado Group and
suppliers.
GAR and specifications serve as a guideline and will be updated regularly in
order to give the greatest input for product requirements.
For new product development, Movado Group will, provide for the suppliers,
additional product specifications if necessary.
To assure a good functioning of the engineering, rules and responsibilities as
outlined in this GAR have to be respected by all parties involved.
An important factor is also Modularity. MG requests the supplier to use
standardized components as outlined in this GAR. As a general rule, MG must
approve deviations from those standards.
Suppliers are always requested to sign off on GAR updates, this to avoid
misunderstandings.
CONFIDENTIALITY
This is a confidential document. Under no circumstances are copies to be made
without the written approval of MGI.
The vendor must keep in confidence all designs and technical specifications of
the product line. Under no circumstances is the vendor allowed to show dials and
other materials made for MGI as samples to a third party.
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* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC
PURSUANT TO RULE 24b-2 OF THE 1934 ACT
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4 CONFIDENTIALITY AGREEMENT
THIS AGREEMENT made this _____________________ day of _____________________ 200
by and between _____________________, a corporation organized and existing under
the laws of _____________________ having offices at _____________________
(hereafter called the << Corporation>>), and Movado Group, Inc., a corporation
organized and existing under the laws of the State of New York, having offices
at 650 From Road, Paramus, N. J. 07652 (hereafter called MGI).
4.1 WITNESSETH
Whereas, the parties contemplate establishing a business relationship for the
purpose of the Corporation manufacturing, producing, and supplying to MGI fully
assembled watches and component parts therefore, bearing or to be sold by MGI or
certain of its affiliates under the trademark Lacoste or such other trademarks
owned by LACOSTE which will make it necessary and desirable that MGI disclose to
the Corporation confidential information, including all knowledge and data which
is made available by MGI or developed in the course of the parties' business
relationship, proprietary to the MGI (hereinafter called the "Information")
concerning current, future or proposed watch designs, ideas, prints, sketches,
samples, models, drawings, specifications, production quantities, costs,
customers, know how and the like relating to such product or products or to
MGI's business or potential interest;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties agree:
1. The Corporation, upon receiving the Information from MGI, shall not
communicate such Information to any third party and shall use its best
efforts and take all necessary precautions to prevent inadvertent
disclosures of such Information to any third party.
2. The Corporation shall neither use the Information for its own account nor
circulate it within its own organization except to the extent necessary for:
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a) Negotiations, discussions and consultations with personnel or authorized
representatives of MGI or the Corporation;
b) Supplying MGI with goods or services at its order;
c) Preparing bids, estimates and proposals for submission to MGI; and
d) Any purpose MGI may hereunder authorize in writing
The Corporation agrees that if the Information is circulated pursuant to the
foregoing provisions (a) through (d), any person receiving the Information shall
be directed and required by the Corporation to maintain the Information in
confidence. The Corporation shall use its best efforts and take all necessary
precautions to prevent inadvertent disclosure of the Information and shall not
manufacture or permit any third party to manufacture any goods employing or
adopted from any of such Information or the Trademarks.
3. The obligations of Paragraphs 1 and 2 hereof shall terminate with respect to
any particular portion of the Information when the Corporation can document
that it was in the public domain at the time of its disclosure.
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4. All materials, including, without limitation, documents, drawings, models,
apparatus, sketches, designs, and lists, furnished to the Corporation by or
on behalf of MGI shall remain the property of, and shall be returned upon
demand to, MGI together with all copies made thereof.
5. Because the Information revealed by MGI to the Corporation under this
Agreement is unique and proprietary to MGI and MGI does not have an adequate
remedy at law to protect its interests, the Corporation agrees that MGI
shall be entitled to injunctive relief, in addition to such remedies and
relief that would, in the event of a breach, be available to it.
6. This Agreement shall be construed in accordance with the laws of the State
of New Jersey.
7. In the event this Agreement is also executed by one or more individuals as a
guarantor or guarantors of the performance by the Corporation of its
obligations hereunder, then each of such individual(s) ("Guarantor") hereby
guaranties the performance by the Corporation of its obligations hereunder,
such guaranty being an absolute and continuing guaranty of performance, and
Guarantor shall be personally liable for any violation by the Corporation of
this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers as of the day and year first above written.
MOVADO GROUP, INC.
By :
------------------------------------
Name:
------------------------------------
Title:
------------------------------------
CORPORATION
By:
------------------------------------
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Name:
------------------------------------
Title:
------------------------------------
GUARANTOR
By:
------------------------------------
Name:
------------------------------------
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REMARKS
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* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC
PURSUANT TO RULE 24b-2 OF THE 1934 ACT
GAR UPDATES
<Table>
<Caption>
GAR UPDATES
- --------------------------------------------------------------------------------
REF COMPONENT ITEM REASON DESCRIPTION OF CHANGE DATE
- --- --------- ---- ------ --------------------- ----
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(MOVADO LOGO)
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Engineering
Nidaustrasse 35 2501 Biel/Bienne
Switzerland
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SCHEDULE XII
LACOSTE WATCHES APPROVED RETAILER CONTRACT
LACOSTE WATCHES APPROVED RETAILER CONTRACT
Between:
(NAME OF THE COMPANY) having its registered office at _______________________,
duly represented by Mr ______________________, which is the exclusive
distributor of Lacoste Watches (hereinafter referred to as the "LACOSTE
WATCHES") in (country concerned) (hereinafter referred to as the "TERRITORY").
hereinafter referred to as the "DISTRIBUTOR",
And:
(NAME OF THE COMPANY) having its registered office at _______________________,
duly represented by Mr ______________________, which runs a point of sale
situated at (full address) under the trade name _______________________
(hereinafter referred to as "the POINT OF SALE").
hereinafter referred to as the "APPROVED RETAILER".
WITNESSETH:
WHEREAS, MGI Luxury Group SA (hereinafter referred to as the "LICENSEE") is the
exclusive worldwide licensee of the Lacoste Group for the LACOSTE WATCHES and
LICENSEE has appointed DISTRIBUTOR as the exclusive distributor of the LACOSTE
WATCHES in the TERRITORY under the terms of a distributorship agreement between
LICENSEE and DISTRIBUTOR (hereinafter referred to as the "DISTRIBUTION
AGREEMENT").
WHEREAS, for the reasons stated in the general conditions of distribution of the
DISTRIBUTOR (hereinafter referred to as the "GENERAL CONDITIONS OF
DISTRIBUTION") annexed to the present contract (Schedule ....) the LACOSTE
WATCHES are distributed through a selective distribution system, that is the
LACOSTE WATCHES are distributed at the points of sale which satisfy the
selection criteria (hereinafter referred to as the "SELECTION CRITERIA") defined
by the companies Lacoste S.A., Lacoste Alligator S.A. and Sporloisirs S.A.
(hereinafter collectively referred to as the "LACOSTE GROUP"), which are
detailed in the GENERAL CONDITIONS OF DISTRIBUTION.
WHEREAS, the DISTRIBUTOR has visited and evaluated the POINT OF SALE.
WHEREAS, further to such evaluation it appears that the POINT OF SALE and the
sales staff employed by the Approved Retailer at the POINT OF SALE satisfy the
SELECTION CRITERIA.
WHEREAS, consequently, the DISTRIBUTOR may enter into this contract with
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the APPROVED RETAILER for the distribution of the LACOSTE WATCHES at the
aforementioned POINT OF SALE.
THE PARTIES HEREBY AGREE AS FOLLOWS:
ARTICLE 1 - RIGHTS GRANTED
The DISTRIBUTOR hereby grants, and the APPROVED RETAILER hereby accepts for the
duration of the present contract (hereinafter referred to as the "CONTRACT"),
the non exclusive right to sell the LACOSTE WATCHES at the POINT OF SALE in
accordance with the terms and conditions set forth herein.
The CONTRACT, its Annexes and the GENERAL CONDITIONS OF DISTRIBUTION in force
determine the rights and obligations of the two parties.
ARTICLE 2 - MATERIAL CONDITIONS OF CONTRACT
The execution and existence of the CONTRACT are subject to the DISTRIBUTOR
certifying that the POINT OF SALE of the APPROVED RETAILER and the sales staff
of the POINT OF SALE satisfy the SELECTION CRITERIA.
ARTICLE 3 - OBLIGATIONS OF THE APPROVED RETAILER
3.1 The APPROVED RETAILER undertakes, for the duration of the CONTRACT, that
the POINT OF SALE and the sales staff of the POINT OF SALE satisfy the
SELECTION CRITERIA.
3.2 Fittings and Management of the POINT OF SALE
3.2.1 The sales area of the POINT OF SALE shall always permit the
presentation of the LACOSTE WATCHES in a sufficient area.
The APPROVED RETAILER shall display the LACOSTE WATCHES separately
from other brands sold at the POINT OF SALE. The counters, posters
and other POS material, which shall be supplied to it by the
DISTRIBUTOR, shall be well positioned.
The APPROVED RETAILER shall affix prominently on the window of the
POINT OF SALE or display inside the POINT OF SALE, a sign or sticker
which shall be furnished by the DISTRIBUTOR confirming its quality
as APPROVED RETAILER for LACOSTE WATCHES.
3.2.2 All items bearing any trademark owned by the LACOSTE GROUP ("LACOSTE
TRADEMARKS") used by the APPROVED RETAILER on its shop front (such
as awning, sign, etc...) in the shop window or inside the POINT OF
SALE shall be exclusively those supplied by the DISTRIBUTOR or
exceptionally those which have received the prior and express
written approval of the DISTRIBUTOR.
3.3 Supplies
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The APPROVED RETAILER shall purchase the LACOSTE WATCHES from the
DISTRIBUTOR in accordance with the terms and conditions contained herein
and in the GENERAL CONDITIONS OF DISTRIBUTION. Nevertheless, within the
European Economic Area (i.e. European Union + Iceland, Liechtenstein, and
Norway) the APPROVED RETAILER is also entitled to buy the LACOSTE WATCHES
from and sell the LACOSTE WATCHES to (i) any authorized exclusive
distributor appointed by and under contract with Licensee for the
distribution of the LACOSTE WATCHES and (ii) any other approved retailer
approved by and under contract with LICENSEE or a Lacoste watch
distributor for the retail sale of the LACOSTE WATCHES located in any of
the countries which are part of the European Economic Area, except to or
from Lacoste boutiques ("LACOSTE BOUTIQUES") and Lacoste corners ("LACOSTE
CORNERS") which are principally devoted to the sale of Lacoste apparel
products and only on a subordinate basis other Lacoste products including
LACOSTE WATCHES. Because of their strong specificity, the LACOSTE
Boutiques and the LACOSTE CORNERS constitute a selective distribution
system which is distinct from the selective distribution system organised
for the LACOSTE WATCHES. The APPROVED RETAILER shall ensure before any
resale that the buyer is an approved retailer of LACOSTE WATCHES. The
APPROVED RETAILER shall keep for a minimum period of twelve (12) months as
from the date of purchase and/or sale of the LACOSTE WATCHES, a copy of
the invoices corresponding to these purchases and sales permitted under
this Article 3.3. The DISTRIBUTOR shall be entitled to inspect and copy
these invoices if it reasonably determines that the APPROVED RETAILER may
have purchased or sold LACOSTE WATCHES outside the selective distribution
system set up for the LACOSTE WATCHES within the European Economic Area.
3.4 Sales
3.4.1 The price at which the LACOSTE WATCHES will be sold by the
DISTRIBUTOR to the APPROVED RETAILER and other sales conditions
applicable to the LACOSTE WATCHES will be the one applicable in the
TERRITORY at the date the order is received.
3.4.2 The APPROVED RETAILER shall continuously offer for sale an
appropriate assortment of the LACOSTE WATCHES.
3.4.3 In addition, the APPROVED RETAILER shall ensure that the LACOSTE
WATCHES are only sold in their original presentation and shall
respect the recommendations made by the DISTRIBUTOR concerning the
merchandising of the LACOSTE WATCHES.
3.4.4 The APPROVED RETAILER shall not sell at its POINT OF SALE other
products in immediate proximity to the LACOSTE WATCHES likely to
damage or devalue the image of the LACOSTE TRADEMARKS and/or the
LACOSTE WATCHES.
3.4.5 Subject to Article 3.3, the APPROVED RETAILER undertakes not to sell
the LACOSTE WATCHES other than at the POINT OF SALE at the address
stated at the very beginning of this CONTRACT exclusively to the
ultimate consumer.
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3.4.6 The APPROVED RETAILER shall not sell LACOSTE WATCHES by mail order
or by internet, unless the APPROVED RETAILER has received a prior
written authorisation from the DISTRIBUTOR confirming that the
selection objective criteria set up for these kind of sale are
satisfied.
3.4.7 The APPROVED RETAILER shall be free to fix its resale prices
according to the laws and regulations in force. The breakdown of the
recommended prices that may be communicated to the APPROVED RETAILER
by the DISTRIBUTOR are only indicative.
3.5 Advertising and promotional activities of the APPROVED RETAILER
Should the APPROVED RETAILER wish to carry out advertising and promotional
activities of any sort itself, it shall obtain the prior written approval
of the DISTRIBUTOR on the content and means of such activities with the
exception of price.
In any event, the APPROVED RETAILER shall in such advertising and
promotional activities:
- use exclusively the visual designs, lettering, emblems and logos
approved by the DISTRIBUTOR;
- ensure that the standing and image of the Lacoste trademarks but
also personal reputation of Mr. Rene Lacoste and his family are
protected.
ARTICLE 4 - PROTECTION OF LACOSTE INTELLECTUAL PROPERTY RIGHTS
The APPROVED RETAILER acknowledges that the LACOSTE TRADEMARKS and models of the
LACOSTE WATCHES are the exclusive property of the LACOSTE GROUP and undertakes
to strictly respect the intellectual property rights of the latter.
Consequently, it expressly undertakes not to use the LACOSTE TRADEMARKS other
than solely for purposes of performing its obligations under this CONTRACT.
Under no circumstances shall the APPROVED RETAILER use the Lacoste trademarks as
a business name, company name, shop sign or any other use or print them on the
commercial documents of its business.
In addition, the APPROVED RETAILER undertakes to immediately notify the
DISTRIBUTOR of any act by a third party of which it may have knowledge and which
is likely to constitute a counterfeit or an imitation of the Lacoste trademarks
or models of the LACOSTE WATCHES.
ARTICLE 5 - DURATION
The CONTRACT shall came into force on ________________ and shall end on (one
year after)_______________ , unless sooner terminated in accordance with the
conditions set out in the present CONTRACT or by mutual consent of parties. It
shall be automatically renewed for successive renewal periods of one (1) year
each unless either party notifies the other at the latest three (3) months
before the expiration of the initial period or of any subsequent renewal
period(s).
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ARTICLE 6 - TERMINATION
6.1 Without prejudice of what is elsewhere provided in the CONTRACT, the
DISTRIBUTOR shall be entitled to terminate the CONTRACT at any time
without having to pay indemnity of any nature to the APPROVED RETAILER:
6.1.1 If the POINT OF SALE no longer satisfies the SELECTION CRITERIA, in
which event the CONTRACT shall end six (6) months after notice
thereof by the DISTRIBUTOR to the APPROVED RETAILER.
6.1.2 In the event that the APPROVED RETAILER fails to comply with any of
its other obligations thirty (30) days after notice thereof by
Distributor and no remedy of the breach having been effected. This
delay of thirty (30) days is reduced to fifteen (15) in case of
payment default.
6.1.3 Without notice, in case of termination or non-renewal of (a) the
master licence agreement between LICENSEE and LACOSTE GROUP, or (b)
of the DISTRIBUTION AGREEMENT, regardless of cause.
6.1.4 Without having to give prior notice should (a) the legal form of the
APPROVED RETAILER be modified, (b) the business or part of the
business be sold, (c) the business be leaded, hired, purchased,
contributed to another business or APPROVED RETAILER, pledged or
subject to a management contract, (d) the APPROVED RETAILER be
dissolved, (e) the business be discontinued or the POINT OF SALE of
the APPROVED RETAILER be closed during a period greater than two (2)
months; or
6.1.5 Without prior notice, in the event of the APPROVED RETAILER's
voluntary or compulsory liquidation, bankruptcy, legal settlement or
placement of a receiving order or in any equivalent situation.
The APPROVED RETAILER shall inform the DISTRIBUTOR if one of the
events covered by Articles 6.1.4 and 6.1.5 occur as soon as the
event occurs, the DISTRIBUTOR being the sole party to decide on its
continuance of the CONTRACT.
6.1.6 Notwithstanding anything to the contrary contained herein, with full
and immediate effect:
- in the event the APPROVED RETAILER fails to comply with
Articles 3.2.2 or 3.4.5 of the CONTRACT;
- within the European economic Area (i.e. European Union +
Iceland, Liechtenstein, and Norway), if the APPROVED RETAILER
either purchases or resells LACOSTE WATCHES outside from the
selective distribution set up for LACOSTE WATCHES;
- if the APPROVED RETAILER is involved in the manufacturing
and/or sale of counterfeits.
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6.2 In the case of termination or non-renewal, for whatever reason, of the
DISTRIBUTION AGREEMENT this CONTRACT shall likewise terminate within the
same time limits, and the APPROVED RETAILER shall be informed within a
reasonable period. The LACOSTE GROUP may nevertheless decide at its sole
option to assign the CONTRACT to the new Lacoste exclusive distributor in
charge of the distribution of LACOSTE WATCHES in the TERRITORY.
ARTICLE 7 - SITUATION OF THE PARTIES IN THE EVENT OF TERMINATION OR NON-RENEWAL
OF THE CONTRACT
In the event of non-renewal or termination of this CONTRACT, the DISTRIBUTOR
shall have the right, at its own discretion:
- to repurchase or to have a third party it may appoint repurchase
immediately, all or part of the stock of LACOSTE WATCHES of the
APPROVED RETAILER at the price paid by the APPROVED RETAILER after
deduction of depreciation of the LACOSTE WATCHES, and/or,
- to grant the APPROVED RETAILER a period of up to three (3) months to
sell such stock. At the end of the said period of three months the
APPROVED RETAILER shall not be entitled to resell the stock, except
with the approval of the DISTRIBUTOR.
The APPROVED RETAILER shall return to the DISTRIBUTOR all elements bearing the
Lacoste trademarks, if need be, furniture and the sticker "Approved Lacoste
Watches Retailer" including, without limitation, all POS material. Nevertheless,
it may retain the furniture provided that all references to Lacoste and to
Lacoste trademarks are removed.
In addition, the termination or the non-renewal of the CONTRACT shall entail the
immediate cancellation of all pending orders.
It is expressly agreed between the parties that under no circumstances
whatsoever will the end, termination or non-renewal of the CONTRACT provide the
APPROVED RETAILER with the benefit of any right of indemnity of whatever nature,
regardless of the cause of or reason for the end, non-renewal or termination,
the revenue that the APPROVED RETAILER derived from the sales of the LACOSTE
WATCHES during the application of the CONTRACT having fully defrayed all risks,
costs and expenses incurred by the APPROVED RETAILER during its performance
throughout the duration of the CONTRACT.
ARTICLE 8 - LIABILITY
APPROVED RETAILER shall, at its own cost and expense, keep and maintain in full
force and effect for the duration of this CONTRACT, a policy of commercial
general liability insurance insuring APPROVED RETAILER's activities with respect
to the POINT OF SALE against loss, damage or liability for personal injury or
death or loss or damage to property with limits not less than those customarily
maintained by similar retail operations in the TERRITORY. APPROVED RETAILER
shall inform DISTRIBUTOR of the terms of said insurance upon request from time
to time. APPROVED RETAILER hereby releases DISTRIBUTOR, LICENSEE, the LACOSTE
GROUP and each of their respective affiliates from liability, and waives all
right of recovery against each of them, for any injury, loss or damage, whether
due
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to negligence or any other cause, if such injury, loss or damage is caused
by any of the perils which are covered by the foregoing insurance policy or are
required to be covered by such insurance pursuant to this CONTRACT.
ARTICLE 9 - APPLICABLE LAW / JURISDICTION
The CONTRACT is governed by the law of the TERRITORY.
The Court of (to be completed) shall have the exclusive jurisdiction on any
litigation resulting from the interpretation or execution of this CONTRACT.
ARTICLE 10 - NOTICES
Any notices required in accordance with any of the provisions hereof shall be in
writing and delivered or mailed by registered mail, or by an internationally
recognized overnight courier service (e.g., Federal Express), to the address of
the parties set forth on the first page hereof.
ARTICLE 11 - GENERAL TERMS AND CONDITIONS
11.1 Neither party hereto shall be liable for any delay or failure in
fulfilling the obligations hereunder (except for the payment of money)
when such delay or failure is caused by riots, war (declared or not), or
hostilities between any nations; acts of God, fire, storm, flood or
earthquake; strikes, labor disputes, shortage or delay of carriers, or
shortage of raw materials, labor power or other utility services; any
governmental restrictions; or any other unforeseeable contingencies beyond
the control of the party.
11.2 In view of the fact that this CONTRACT has been entered into because of
the confidence that Distributor has in APPROVED RETAILER, it is understood
that the terms and conditions hereof shall be performed by APPROVED
RETAILER from the POINT OF SALE only and that this Agreement may not be
assigned, whether by operation of law or otherwise, without the prior
written approval of DISTRIBUTOR which DISTRIBUTOR may withhold or grant in
its sole and absolute discretion and any such purported assignment by
APPROVED RETAILER without such approval by DISTRIBUTOR shall be void and
of no effect.
11.3 When interpreting the terms and conditions of this CONTRACT, the English
language shall be applied exclusively.
11.4 This CONTRACT, including the terms and conditions incorporated by
reference, constitutes the entire agreement of the parties with respect to
the subject matter hereof and prevails over and supersedes all prior
agreements, whether written or oral, relating to the subject matter hereof
and may not be altered, waived, modified, or discharged except by an
express writing referring to this CONTRACT signed on behalf of the parties
hereto by their duly authorized representatives.
11.5 The failure of either party hereto to enforce at any time any of the
provisions or terms of this CONTRACT, or any rights in respect thereof, or
the exercise of or failure to exercise by either party any rights or any
of its elections herein provided, shall in no way
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be considered to be a waiver of such provisions, terms, rights or
elections or in any way to affect the validity of this CONTRACT.
11.6 Should any provision of this CONTRACT held invalid, incomplete or
unenforceable, this will not affect the validity of the remaining
provisions. The parties shall replace the invalid incomplete or
unenforceable provision by provision which comes closest to the commercial
goal that the parties intended to achieve on the conclusion of this
agreement by the invalid, uncompleted and unenforceable provision.
Notwithstanding anything to the contrary contained herein, in the event of
any conflict or inconsistency between any term or provision of this
CONTRACT and the DISTRIBUTION AGREEMENT, the latter shall control.
Executed in two original copies at _________________
on _________________
THE DISTRIBUTOR THE APPROVED RETAILER
-----------------
-----------------
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INDEX OF CONTENTS
ARTICLE 1 - RIGHTS GRANTED..........................................................................................2
ARTICLE 2 - MATERIAL CONDITIONS OF CONTRACT.........................................................................2
ARTICLE 3 - OBLIGATIONS OF THE APPROVED RETAILER....................................................................2
ARTICLE 4 - PROTECTION OF LACOSTE INTELLECTUAL PROPERTY RIGHTS......................................................4
ARTICLE 5 - DURATION................................................................................................4
ARTICLE 6 - TERMINATION.............................................................................................5
ARTICLE 7 - SITUATION OF THE PARTIES IN THE EVENT OF TERMINATION OR NON-RENEWAL OF THE CONTRACT.....................6
ARTICLE 8 - LIABILITY...............................................................................................6
ARTICLE 9 - APPLICABLE LAW / JURISDICTION...........................................................................7
ARTICLE 10 - NOTICES.................................................................................................7
ARTICLE 11 - GENERAL TERMS AND CONDITIONS............................................................................7
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SCHEDULE XIII
LACOSTE WATCHES GENERAL CONDITIONS OF DISTRIBUTION
LACOSTE WATCHES GENERAL CONDITIONS OF DISTRIBUTION
I/ The Lacoste Group (designating jointly Lacoste S.A., Sporloisirs S.A.,
Lacoste Alligator S.A.), wants to: (i) preserve the image of Lacoste trademarks
worldwide, the models and Lacoste products sold under Lacoste trademarks
(hereinafter referred to as the "LACOSTE TRADEMARKS"); (ii) prevent
counterfeiting of the LACOSTE TRADEMARKS in the interest of consumers; and
(iii)offer to its consumers an adequate setting and good quality service for
Lacoste watches (hereinafter referred to as the "LACOSTE WATCHES") (together
with all other goods sold under the LACOSTE TRADEMARKS, hereinafter to as
"LACOSTE PRODUCTS"). For these reasons, the Lacoste Group has decided that
LACOSTE WATCHES, as with the LACOSTE PRODUCTS, shall be sold worldwide through a
selective distribution system. The Lacoste Group has also appointed MGI Luxury
Group S.A. as its exclusive worldwide licensee for the creation, development,
manufacture, distribution, marketing, merchandising, advertising, promotion and
sale of LACOSTE WATCHES (hereinafter referred to as the "LICENSEE"). The Lacoste
Group and LICENSEE require that LACOSTE WATCHES be distributed only through
selected retailers. In order to become an approved Lacoste Watches retailer
(hereinafter referred to as the "APPROVED RETAILER") within the Lacoste
selective distribution network set up for the LACOSTE WATCHES, a retailer shall
meet the standards of performance as detailed below for Lacoste watches
selection criteria (hereinafter referred to as the "SELECTION CRITERIA").
The trade name of the point of sale or of the department store, or of the space
in which the point of sale or the watches department or the point of sale is
located, must always reflect the prestige of the Lacoste brand. Consequently,
the shop sign must be compatible with the principles which govern the
distribution of the LACOSTE WATCHES, which are luxury and high quality products.
Thus, the Lacoste brand shall not be sold by retail outlets under trade names
whose image is associated with an absence of or limited customer service,
prestige or sophisticated in-store design. No signage at the point of sale may
include terms or logos which reasonably might depreciate the image of the
Lacoste brand or the LACOSTE WATCHES.
a) The location and environment of the point of sale (type and category
of the building, location in the town in question, type of shops in
the neighbourhood) shall remain at all times compatible with Lacoste
brand image. The sale area shall be sufficient to permit the
presentation of the LACOSTE WATCHES in a sufficient shopping space
without disproportion with the other brands offered for sale and
allowing to distinguish them. The frontage shall be made of
materials of good quality, well maintained and attractive.
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b) The shop sign shall be well maintained and attractive. The window
dressing shall be of good quality and sophisticated. The lighting
shall be sufficient and sophisticated.
c) The type, brand and nature of the products sold in the outlet shall
be compatible with Lacoste brand image.
d) The sale personnel shall be well qualified.
e) The financial capabilities and solvency guarantees shall be good.
II/ APPLICATION PROCEDURE TO OPEN AN ACCOUNT
a) Any application (hereinafter referred to as the "APPLICATION") to
open an account to become an approved retailer for the sale of
LACOSTE WATCHES shall be made in writing to the authorized wholesale
distributor of LACOSTE WATCHES in the country where the prospective
point of sale is located (hereinafter referred to as the
"DISTRIBUTOR"). The DISTRIBUTOR shall promptly send the completed
APPLICATION to LICENSEE.
b) Within a maximum delay of four months as from the receipt of the
APPLICATION, the LICENSEE shall evaluate the point of sale in order
to determine if the point of sale, subject to the APPLICATION, and
its sales personnel satisfy the SELECTION CRITERIA.
c) Following this evaluation :
(i) if the point of sale and staff do not satisfy the SELECTION
CRITERIA, the LICENSEE shall notify the DISTRIBUTOR which
shall so inform the applicant in writing and shall list in
writing the elements which do not satisfy the SELECTION
CRITERIA. Consequently, the DISTRIBUTOR shall turn down the
APPLICATION;
(ii) if the point of sale and staff satisfy the SELECTION CRITERIA,
the LICENSEE shall notify the DISTRIBUTOR which shall so
inform the applicant in writing and provide the applicant
(which shall then be deemed an APPROVED RETAILER) with a
Lacoste Watches Approved Retailer contract.
III/ SATISFACTION OF SELECTION CRITERIA
The DISTRIBUTOR shall check, through an evaluation, that the APPROVED RETAILER
and its sales personnel continue to satisfy the SELECTION CRITERIA. If as a
result of such evaluation the APPROVED RETAILER and its sale personnel continue
to satisfy the SELECTION CRITERIA, the DISTRIBUTOR shall inform the APPROVED
RETAILER and LICENSEE in writing.
If as a result of such evaluation, the APPROVED RETAILER or its sales personnel
no longer appear to satisfy the SELECTION CRITERIA, the DISTRIBUTOR shall notify
LICENSEE in writing which shall review such evaluation and, after consultation
with DISTRIBUTOR, determine whether the
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APPROVED RETAILER continues to satisfy the SELECTION CRITERIA. If, after such
review, LICENSEE determines that the APPROVED RETAILER no longer satisfies the
SELECTION CRITERIA, it shall so notify DISTRIBUTOR which:
- shall inform the APPROVED RETAILER in writing and shall list the
elements which do not satisfy the SELECTION CRITERIA;
- shall also ask the APPROVED RETAILER to take the appropriate
measures so that the SELECTION CRITERIA be satisfied, within a delay
of six (6) months as from the date of receipt of the above mentioned
letter.
At the end of the of six month delay, a new evaluation shall be carried out by
the DISTRIBUTOR and forwarded to LICENSEE for review, and after this new
evaluation and review:
(i) either LICENSEE shall determine that the SELECTION CRITERIA
are satisfied and so inform the DISTRIBUTOR which shall inform
the APPROVED RETAILER in writing accordingly;
(ii) or LICENSEE shall determine that the SELECTION CRITERIA are
still not satisfied and so inform the DISTRIBUTOR which shall
inform the APPROVED RETAILER in writing and shall list the
elements which still do not satisfy the SELECTION CRITERIA. In
such a case the DISTRIBUTOR shall, upon instruction from
LICENSEE, terminate the Lacoste watches approved retailer
contract signed with the APPROVED RETAILER (hereinafter
referred to as the "CONTRACT") within the conditions set out
in article 6.1.1 of the Lacoste watches approved retailer
contract. Nevertheless, if the APPROVED RETAILER has started
repairs or demonstrates that it decided to do so, the
DISTRIBUTOR may then grant another delay of six (6) months. At
the end of this delay, a new evaluation shall be carried out
within the same conditions as the one described above in (i)
and in the first two sentences of (ii).
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SCHEDULE XIV
*
* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC
PURSUANT TO RULE 24b-2 OF THE 1934 ACT.
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SCHEDULE XV
*
*
* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC
PURSUANT TO RULE 24b-2 OF THE 1934 ACT.
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SCHEDULE XVI
RULES FOR THE CALCULATION OF THE PRESENTATION SURFACES
METHODOLOGY
The PRESENTATION SURFACE represents, within the SALES SURFACE, the total surface
effectively used for the presentation and the sale of products on the furniture
(fixed to the walls or free-standing) or displays, excluding the cash counter,
the shop windows, the fitting rooms, the areas used for customers traffic, the
security issues.
The PRESENTATION SURFACE is calculated by adding the surfaces of each part of
the furniture (as an example : surface of a shelf of a piece of furniture fixed
to the walls, free-standing furniture in whole or in part, etc.) divided by the
set number of elements ("ratio") that can be placed atop of one another allowing
the presentation or the sale of the Lacoste products within the LACOSTE BOUTIQUE
or the LACOSTE CORNER.
The attached schedules list the main pieces of furniture, according to the
different generations of the Lacoste furniture (1999, 2000 and 2002), including
the furniture specific to the OTHER LACOSTE PRODUCTS and the LACOSTE WATCHES.
This schedule gives the values in sq. m. of each piece of furniture and
therefore allows the calculation of the total PRESENTATION SURFACE.
Any new piece of furniture, or any new generation of furniture, shall be
included in a supplementary schedule established under the same principles.
Therefore, in a LACOSTE BOUTIQUE or in a LACOSTE CORNER, a simple counting of
the elements according to this schedule shall allow all interested persons to
calculate :
- the total PRESENTATION SURFACE
- the PRESENTATION SURFACE of the LACOSTE APPAREL PRODUCTS
- the PRESENTATION SURFACE of the LACOSTE WATCHES and of the OTHER
LACOSTE PRODUCTS
- the percentage of the PRESENTATION SURFACE of the LACOSTE WATCHES
and of the OTHER LACOSTE PRODUCTS / the total PRESENTATION SURFACE.
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GRILLE DE CALCUL DES SURFACES DE PRESENTATION DANS LES
BOUTIQUES ET CORNERS LACOSTE
STANDARD MOBILIER : LACOSTE 2000 [ ]
LACOSTE 1999 [ ]
ADRESSE :
SUPERFICIE (*) COMMERCIALE (**) :
D G K O P Q
TOTAL SURFACE DONT, APL CALCUL SURFACES
PRESENTATION (***) UNITAIRES (S/U)
REF. MOBILIER DESCRIPTION S/U (****) UNITES TOTAL UNITES TOTAL largeur profondeur ratio
PRESENTOIRS MURAUX 2000
MOHMUR 101 MURAL 1000 MM O*P/Q m2 G*D m2 D*K m2 1.000 0.350 1.0
MOHMUR 102 MURAL 500 MM 0.175 m2 0.000 m2 0.000 m2 0.500 0.350 1.0
dont etageres 1000 mm APL O*P/Q m2 D*K m2 1.000 0.350 6.0
dont etageres 500 mm APL 0.029 m2 0.000 m2 0.500 0.350 6.0
MOHACC 441 dont presentoirs ceintures 500 mm 0.088 m2 0.000 m2 0.500 0.350 2.0
MOHMUR 11x & 12x TOTEMS ET EPIS 0.285 m2 0.000 m2 0.000 m2 0.475 0.600 1.0
dont etageres APL 0.095 m2 0.000 m2 0.475 0.600 3.0
PRESENTOIRS CENTRAUX 2000
MOHCEN 034 CENTRAL DOUBLE FACE 1200 MM 0.840 m2 0.000 m2 0.000 m2 1.200 0.350 0.5
MOHCEN 341 CENTRAL DOUBLE FACE 686 MM 0.480 m2 0.000 m2 0.000 m2 0.686 0.350 0.5
dont etageres APL 0.053 m2 0.000 m2 0.600 0.350 4.0
MOHACC 441 dont presentoirs ceintures 500 mm 0.088 m2 0.000 m2 0.500 0.350 2.0
MOHVIT 31x VITRINE VERRE 0.600 m2 0.000 m2 0.000 m2 1.000 0.600 1.0
dont etageres APL 0.200 m2 0.000 m2 1.000 0.600 3.0
MOHVIT 513 VITRINE RONDE 0.720 m2 0.000 m2 0.000 m2 1.200 0.600 1.0
dont etageres APL 0.240 m2 0.000 m2 1.200 0.600 3.0
MOHTAB 317 TABLE BOIS 2000 MM 1.820 m2 0.000 m2 0.000 m2 2.000 0.910 1.0
MOHTAB 35x & 36x TABLE GIGOGNE 980 MM 0.588 m2 0.000 m2 0.000 m2 0.980 0.600 1.0
MOHTAB 353 TABLE GIGOGNE 760 MM 0.456 m2 0.000 m2 0.000 m2 0.760 0.600 1.0
DIVERS (calcule) m2 m2 m2
DIVERS (calcule) m2 m2 m2
PRESENTOIRS MURAUX 1999
MSMXX xxx MURAL 0.269 m2 0.000 m2 0.000 m2 0.791 0.340 1.0
dont etageres APL 0.038 m2 0.000 m2 0.791 0.340 7.0
MCPTOT xxx TOTEMS 0.104 m2 0.000 m2 0.000 m2 0.294 0.355 1.0
PRESENTOIRS CENTRAUX 1999
MSCENT 001 CENTRAL DOUBLE FACE 1200 MM 0.538 m2 0.000 m2 0.000 m2 0.791 0.340 0.5
MSCENT 002 CENTRAL DOUBLE FACE 2000 MM 1.076 m2 0.000 m2 0.000 m2 1.582 0.340 0.5
dont etageres APL 0.067 m2 0.000 m2 0.791 0.340 4.0
MOHVIT 090 VITRINE VERRE 1000 MM 0.600 m2 0.000 m2 0.000 m2 1.000 0.600 1.0
dont etageres APL 0.200 m2 0.000 m2 1.000 0.600 3.0
MOHVIT 150 VITRINE VERRE 1500 MM 0.900 m2 0.000 m2 0.000 m2 1.500 0.600 1.0
dont etageres APL 0.300 m2 0.000 m2 1.500 0.600 3.0
MCOTAB BAS TABLE SUR SOCLE PT FORMAT 0.600 m2 0.000 m2 0.000 m2 1.200 0.500 1.0
MCOTAB DEB TABLE SUR SOCLE GD FORMAT 0.984 m2 0.000 m2 0.000 m2 1.200 0.820 1.0
MCOTAB GRA TABLE SUR SOCLE EXTRA LONG 1.820 m2 0.000 m2 0.000 m2 2.000 0.910 1.0
MFVIT 2PL TABLE VERRE 1500 MM 0.900 m2 0.000 m2 0.000 m2 1.500 0.600 1.0
dont etageres APL 0.450 m2 0.000 m2 1.500 0.600 2.0
MFVIT 090 VITRINE RONDE 0.720 m2 0.000 m2 0.000 m2 1.200 0.600 1.0
dont etageres APL 0.240 m2 0.000 m2 1.200 0.600 3.0
DIVERS (calcule) m2 m2 m2
DIVERS (calcule) m2 m2 m2
PRESENTOIRS SPECIFIQUES APL
CHAUSSURES
FREE STANDING totem 0.175 m2 0.000 m2 0.000 m2 0.350 0.500 1.0
CEINTURES
PRESENTOIR de comptoir 0.060 m2 0.000 m2 0.000 m2 0.300 0.200 1.0
MONTRES
PRESENTOIR de comptoir 0.040 m2 0.000 m2 0.000 m2 0.200 0.200 1.0
PRESENTOIR tour 0.090 m2 0.000 m2 0.000 m2 0.300 0.300 1.0
LUNETTES
PRESENTOIR de comptoir 0.015 m2 0.000 m2 0.000 m2 0.100 0.150 1.0
PRESENTOIR tour 0.090 m2 0.000 m2 0.000 m2 0.300 0.300 1.0
DIVERS APL
DIVERS (calcule) m2 m2 m2
DIVERS (calcule) m2 m2 m2
SURFACE DE PRESENTATION TOTALE 0.000 m2
SURFACE DE PRESENTATION APL 0.000 m2
SURFACE DE PRESENTATION VETEMENTS 0.000 m2
% SURFACE APL / SURFACE TOTALE #DIV/0!%
* La methode de calcul dite "G.L.A." (Gross Lease Area) sera utilisee pour
les nouvelles implantations, les extensions, les deplacement et en cas de
remodeling
** Ne sont comptabilises que les espaces destines au public (zone de vente,
vitrine de devanture, cabine d'essayages, sorties de secours, cabinets
d'aisance destines au public, etc.), ne sont pas comptabilisees les
surfaces des locaux annexes (reserves, bureaux, locaux sociaux, locaux
techniques, etc.)
*** Hors vitrines de devanture, cabines d'essayages, caisses, issues de
secours et espaces de circulation. Ne sont comptabilises que les elements
de presentation des produits.
**** Surface Unitaire
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February 2006
GRILLE DE CALCUL DES SURFACES DE PRESENTATION DANS LES BOUTIQUES ET CORNERS
LACOSTE
STANDARD MOBILIER: LACOSTE 2002
ADRESSE:
SUPERFICIE (*) COMMERCIALE (**): m2
D G K O P Q
TOTAL SURFACE CALCUL SURFACES
PRESENTATION (***) DONT, APL UNITAIRES (S/U)
REF.
MOBILIER
ACCESS DESCRIPTION S/U (****) UNITES TOTAL UNITES TOTAL LARGEUR PROFONDEUR RATIO
CASIERS MURAUX 2002
NCL 100 MURAL SMALL (344 MM) O*P/Q m2 G*D m2 D*K m2 0.256 0.460 1.0
NCL 101 MURAL MEDIUM (884 MM) 0.366 m2 0.000 m2 0.000 m2 0.796 0.460 1.0
NCL 102 MURAL LARGE (1684 MM) 0.732 m2 0.000 m2 0.000 m2 1.592 0.460 1.0
NCL 401 dont etageres petite largeur APL
(256 mm) O*P/Q m2 D*K m2 0.256 0.460 6.0
NCL 402 dont etageres moyenne largeur APL
(540 mm) 0.041 m2 0.000 m2 0.540 0.460 6.0
NCL 403 dont etageres grande largeur APL
(796 mm) 0.061 m2 0.000 m2 0.796 0.460 6.0
NCL 140 MURAL SMALL (344 MM) FAIBLE PROFONDEUR 0.087 m2 0.000 m2 0.000 m2 0.256 0.340 1.0
NCL 141 MURAL MEDIUM (884 MM) FAIBLE PROFONDEUR 0.271 m2 0.000 m2 0.000 m2 0.796 0.340 1.0
NCL 142 MURAL LARGE (1684 MM) FAIBLE PROFONDEUR 0.541 m2 0.000 m2 0.000 m2 1.592 0.340 1.0
NCL 404 dont etageres COURTE petite largeur APL
(256 mm) 0.015 m2 0.000 m2 0.256 0.340 6.0
NCL 405 dont etageres COURTE moyenne largeur APL
(540 mm) 0.031 m2 0.000 m2 0.540 0.340 6.0
NCL 406 dont etageres COURTE grande largeur APL
(796 mm) 0.045 m2 0.000 m2 0.796 0.340 6.0
NCL 110 MURAL MEDIUM ACCESSOIRES 0.144 m2 0.000 m2 0.000 m2 0.720 0.200 1.0
dont window APL 0.036 m2 0.000 m2 0.720 0.200 4.0
NCL 120 MURAL MEDIUM WINDOWS 0.115 m2 0.000 m2 0.000 m2 0.660 0.174 1.0
dont window APL 0.057 m2 0.000 m2 0.660 0.174 2.0
PRESENTOIRS CENTRAUX 2002
NCL 311 / 312 CENTRAL C 0.248 m2 0.000 m2 0.000 m2 0.460 0.540 1.0
dont vitrine cloche APL 0.062 m2 0.000 m2 0.460 0.540 4.0
face ceinture 0.054 m2 0.000 m2 0.000 m2 0.100 0.540 1.0
NCL 315 CENTRAL S 0.248 m2 0.000 m2 0.000 m2 0.460 0.540 1.0
dont vitrine cloche APL 0.062 m2 0.000 m2 0.460 0.540 4.0
dont etagere APL 0.000 m2 0.460 0.540 4.0
NCL 321 TABLE 1700 MM 1.190 m2 0.000 m2 0.000 m2 1.700 0.700 1.0
NCL 323 TABLE 1500 MM 0.900 m2 0.000 m2 0.000 m2 1.500 0.600 1.0
NCL 325 TABLE 1200 MM 0.720 m2 0.000 m2 0.000 m2 1.200 0.600 1.0
NCL 327 TABLE 1000 MM 0.600 m2 0.000 m2 0.000 m2 1.000 0.600 1.0
NCL 330 / 331 TABLE GIGOGNE 1320 MM 0.792 m2 0.000 m2 0.000 m2 1.320 0.600 1.0
NCL 330 / 331 TABLE GIGOGNE 1180 MM 0.671 m2 0.000 m2 0.000 m2 1.118 0.600 1.0
NCL 330 / 331 TABLE GIGOGNE 1040 MM 0.624 m2 0.000 m2 0.000 m2 1.040 0.600 1.0
NCL 340 CENTRAL H 1800 MM 0.385 m2 0.000 m2 0.000 m2 0.550 0.350 0.5
dont etageres APL 0.032 m2 0.000 m2 0.550 0.350 6.0
NCL 341 CENTRAL H 1350 MM 0.385 m2 0.000 m2 0.000 m2 0.550 0.350 0.5
dont etageres APL 0.039 m2 0.000 m2 0.550 0.350 5.0
NCL 350 PENDERIE DOUBLE FACE 0.845 m2 0.000 m2 0.000 m2 1.520 0.556 1.0
dont penderie APL 0.423 m2 0.000 m2 0.000 m2 1.520 0.556 2.0
dont etageres APL 0.019 m2 0.000 m2 0.000 m2 0.550 0.350 10.0
NCL 353 PENDERIE SIMPLE FACE 0.514 m2 0.000 m2 0.000 m2 0.924 0.556 1.0
dont penderie APL 0.257 m2 0.000 m2 0.000 m2 0.924 0.556 2.0
dont etageres APL 0.039 m2 0.000 m2 0.000 m2 0.550 0.350 5.0
PRESENTOIR TAMBOURS 2.154 m2 0.000 m2 0.000 m2 3.1416 0.686 1.0
MAT / T-BAR (*****) 0.157 m2 0.000 m2 0.000 m2 3.1416 0.050 1.0
DIVERS (calcule) m2 m2 m2
DIVERS (calcule) m2 m2 m2
PRESENTOIRS SPECIFIQUES APL
NCL 360 TOTEM APL double face 0.214 m2 0.000 m2 0.000 m2 0.420 0.510 1.0
CEINTURES
FREE STANDING totem 0.129 m2 0.000 m2 0.000 m2 0.354 0.364 1.0
MONTRES
PRESENTOIR de comptoir (*****) 0.040 m2 0.000 m2 0.000 m2 0.200 0.200 1.0
PRESENTOIR tour (*****) 0.090 m2 0.000 m2 0.000 m2 0.300 0.300 1.0
LUNETTES
PRESENTOIR de comptoir (*****) 0.015 m2 0.000 m2 0.000 m2 0.100 0.150 1.0
PRESENTOIR tour (*****) 0.090 m2 0.000 m2 0.000 m2 0.300 0.300 1.0
PARAPLUIE
PRESENTOIR tour (*****) 0.090 m2 0.000 m2 0.000 m2 0.300 0.300 1.0
PARFUMS
PRESENTOIR de comptoir (*****) 0.015 m2 0.000 m2 0.000 m2 0.100 0.150 1.0
PRESENTOIR tour (*****) 0.090 m2 0.000 m2 0.000 m2 0.300 0.300 1.0
DIVERS APL
DIVERS (calcule) m2 m2 m2
DIVERS (calcule) m2 m2 m2
SURFACE DE PRESENTATION TOTALE 0.000 m2
SURFACE DE PRESENTATION APL 0.000 m2
SURFACE DE PRESENTATION VETEMENTS 0.000 m2
% SURFACE APL / SURFACE TOTALE #DIV/0! %
* La methode de calcul dite "G.L.A." (Gross Lease Area) sera utilisee pour
les nouvelles implantations, les extensions, les deplacement et en cas de
remodeling
** Ne sont comptabilises que les espaces destines au public (zone de vente,
vitrine de devanture, cabine d'essayages, sorties de secours, cabinets
d'aisance destines au public, etc.), ne sont pas comptabilisees les
surfaces des locaux annexes (reserves, bureaux, locaux sociaux, locaux
techniques, etc.)
*** Hors vitrines de devanture, cabines d'essayages, caisses, issues de
secours et espaces de circulation. Ne sont comptabilises que les elements
de presentation des produits.
**** Surface Unitaire
***** En Cours de developpement
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SCHEDULE XVII
PROMOTION AND ADVERTISING
XVII.A - PROMOTION
Gift of products to and financial agreements with champions
Event sponsorship
XVII.B - ADVERTISING
Press
Television
Cinema
Billboards
Miscellaneous (internet, radio, direct marketing, cooperative
advertising, etc.)
Rights purchases and agency fees
Advertising material (PLV,catalogues, etc.)
XVII.C - PRESS & PUBLIC RELATIONS
Gift of products to VIP's
Press relations
Public relations
Product placement
MGI Engineering 18
February 2006
INDEX OF CONTENTS
ARTICLE 1 - DEFINITIONS...........................................................5
ARTICLE 2 - RIGHTS GRANTED.......................................................14
ARTICLE 3 - GENERAL BUSINESS POLICIES............................................20
ARTICLE 4 - CREATION, STYLING AND TECHNICAL CO-OPERATION.........................21
ARTICLE 5 - MANUFACTURE, QUALITY.................................................24
ARTICLE 6 - MARKETING AND MERCHANDISING..........................................28
ARTICLE 7 - DISTRIBUTION AND SALES...............................................33
ARTICLE 8 - PROMOTION AND ADVERTISING............................................49
ARTICLE 9 - COLLECTIONS AND LACOSTE CLUB.........................................55
ARTICLE 10 - END-OF-SEASON GOODS AND SECONDS.....................................55
ARTICLE 11 - UNFAIR COMPETITION..................................................56
ARTICLE 12 - LICENSED TRADEMARKS USE.............................................56
ARTICLE 13 - PACKAGING AND CASES.................................................58
ARTICLE 14 - LACOSTE TRADEMARKS AND MODELS.......................................59
ARTICLE 15 - CONFIDENTIALITY.....................................................62
ARTICLE 16 - COMPENSATION........................................................63
ARTICLE 17 - REPORTS OF ROYALTIES AND PAYMENTS...................................64
ARTICLE 18 - DURATION............................................................66
ARTICLE 19 - SALES MINIMA........................................................66
ARTICLE 20 - TERMINATION.........................................................67
ARTICLE 21 - PROVISIONS AT TERMINATION OR NON-RENEWAL............................69
ARTICLE 22 - ASSIGNMENT..........................................................73
ARTICLE 23 - FORCE MAJEURE.......................................................74
ARTICLE 25 - INDEMNIFICATION-INSURANCE...........................................77
ARTICLE 26 - CAPACITY OF THE PARTIES.............................................79
ARTICLE 27 - GOVERNING LAW.......................................................80
ARTICLE 28 - ARBITRATION.........................................................80
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