Exhibit 10(o)(v)
FIRST AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT
(Canada)
This First Amendment to Amended and Restated License Agreement is dated as of
June 1, 2000, between RadioShack Corporation (formerly Tandy Corporation)
("RadioShack") and InterTAN Canada Ltd. ("ITC").
WHEREAS, RadioShack and ITC entered into that certain Amended and Restated
License Agreement on January 25, 1999 (the "Agreement");
WHEREAS, RadioShack has been requested by ITC to approve a specific form of
sublicense of RadioShack-owned intellectual property from ITC to a third party
corporation.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, it is agreed as follows:
1. A new provision, designated as paragraph 3A., shall be added to the
Agreement immediately following paragraph 3 thereof, and shall be as follows:
"Attached hereto and made a part of this Agreement is a new Addendum A which
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sets forth the terms and conditions relating specifically to the authorized
sublicense from ITC to Chapters Online Inc. regarding certain intellectual
property rights owned by RadioShack through one or more affiliated entities."
2. Every reference in the Agreement to Tandy Corporation (or Tandy) shall be
deemed to be a reference to RadioShack Corporation (or RadioShack).
3. All other terms and conditions of the Agreement shall remain unchanged and
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to be
effective as of the day and year first above written.
RADIOSHACK CORPORATION
By: /s/ Mark C. Hill
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Title: Senior Vice President, Corporate
Secretary and General Counsel
INTERTAN CANADA LTD.
By: /s/ James G. Gingerich
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Title: Vice President
Exhibit 10(o)(v)
Addendum A
InterTAN Canada Ltd. Sublicense to Chapters Online Inc.
General Statement
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ITC has, as of the date hereof, entered into with Chapters Online Inc.
("Chapters") that certain Electronic Commerce Strategic Alliance Agreement (the
"ITC/Chapters Agreement").
The ITC/Chapters Agreement contemplates the grant of certain sublicense rights
from ITC to Chapters relating to the use of certain intellectual property rights
owned by RadioShack (through one or more of its affiliated entities) (the
"RadioShack Marks") and licensed from RadioShack to ITC under the Amended and
Restated License Agreement dated January 25, 1999 (as hereby amended) between
such parties (the "Agreement"). RadioShack is willing to authorize the
contemplated sublicense from ITC to Chapters on the terms and conditions as
specified below, which shall each be in addition to any of the terms and
conditions of the Agreement. Any capitalized term used herein which is not
otherwise defined shall have the meaning as set forth in the Agreement.
Sublicense Terms and Conditions
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1. ITC is hereby authorized to grant to Chapters a sublicense to use the
RadioShack Marks as contemplated under the ITC/Chapters Agreement, the form
and content of which has been approved by RadioShack. ITC agrees to use its
best efforts to police Chapter's use of the RadioShack Marks consistent with
its current obligations under the Agreement.
2. ITC shall have no rights of further sublicense to any party other than
Chapters. ITC shall have no right to assign its interest under the
ITC/Chapters Agreement, nor shall ITC permit Chapters to assign its rights
under the ITC/Chapters Agreement, unless and until the prior written consent
of RadioShack is obtained. RadioShack may withhold such consent, in either
event, with or without cause in its sole discretion.
3. As contemplated under the ITC/Chapters Agreement, any time ITC and Chapters
determine in the future to jointly make decisions regarding, among other
things, the use of product tagging or labeling, graphical depictions,
taglines, promotional materials, etc., which involve in any manner the use
of a RadioShack Mark, ITC shall seek the prior written approval of
RadioShack, unless it is clear to ITC under all of the relevant
circumstances, that such proposed usage of any RadioShack Mark is in full
accordance with RadioShack's then current Graphics Standards Manual and the
Agreement. In the event ITC is required to obtain RadioShack's prior written
approval, RadioShack will respond to ITC in a prompt manner, which in any
event will not exceed three (3) business days after RadioShack's receipt of
ITC's written request for such approval.
4. RadioShack shall have the right to audit such books and records of ITC from
time to time upon reasonable request and prior notice, relating to (i) the
performance of ITC under the ITC/Chapters Agreement with respect to ITC's
obligations thereunder to prevent the
Exhibit 10(o)(v)
shipment by ITC of any consumer electronics products (whether private label
or nationally branded) from Canada into the United States, including in the
District of Columbia, Puerto Rico and the U.S. Virgin Islands; (ii) the
gross sales recorded by ITC as a result of the transactions contemplated
under the ITC/Chapters Agreement; and (iii) the proper usage of the
RadioShack Marks in ITC's advertising and packaging.
5. RadioShack may revoke ITC's right to sublicense the RadioShack Marks to
Chapters at any time, with immediate effect and without any liability
therefor in any manner whatsoever, upon the occurrence of the following:
(i) RadioShack's discovery that consumer electronic product has been or is
being shipped by ITC into the territories identified in 4(i) above in
violation of the terms of the ITC/Chapters Agreement;
(ii) RadioShack's discovery of any under-reporting by ITC of its gross sales
generated under the ITC/Chapters Agreement; or
(iii) ITC permits the persistence of an uncured breach, either by ITC or by
Chapters, under the ITC/Chapters Agreement which directly or indirectly
relates to or has an effect on any RadioShack Mark as determined in
RadioShack's sole discretion, acting reasonably.
6. Any breach by ITC of the terms and conditions of this Addendum A may, in
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RadioShack's sole discretion, be deemed to constitute a breach of the
Agreement.
7. ITC agrees to further indemnify and hold harmless RadioShack and those other
entities or persons identified in Section 26 of the Agreement, to the
fullest extent provided in the indemnity provisions of Section 26 of the
Agreement, for any breach by Chapters of any provisions of the ITC/Chapters
Agreement.
8. To clarify the understanding and intentions of RadioShack and ITC, it is
agreed that the gross sales generated by ITC under the ITC/Chapters
Agreement shall be subject to the royalty payment contemplated in Section 5
of the Agreement.
This Addendum A is dated as of June 1, 2000.
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RADIOSHACK CORPORATION INTERTAN CANADA LTD.
By: /s/ Mark C. Hill By: /s/ James G. Gingerich
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Title: Senior Vice President, Title: Vice President
Corporate Secretary and
General Counsel