TRADEMARK LICENSE AND PRODUCT PROMOTION AGREEMENT
This Agreement is made and entered into this 17 day of December, 2001,
by and between KOBRA INTERNATIONAL, LTD., a New York corporation with office at
525 Seventh Avenue, New York, New York 10018 (hereinafter, "KOBRA"), f/s/o
NICOLE MILLER, an individual (hereinafter, "NICOLE MILLER"), and SEL-LEB
MARKETING, INC. a New York corporation with offices at 495 River Street,
Paterson, New Jersey 07524 (hereinafter, "SEL-LEB").
WHEREAS, NICOLE MILLER is a shareholder, executive officer and employee
of KOBRA, and KOBRA has the right to license the name, likeness, autograph,
portrait and picture (hereinafter collectively referred to as the "Miller
Rights") of NICOLE MILLER and to provide the services of NICOLE MILLER as
provided for hereunder; and,
WHEREAS, KOBRA is the owner of the trademark "Nicole Miller" and
certain simulations and variations thereof as described in Schedule "A" hereto
(hereinafter referred to as the "Marks").
WHEREAS, SEL-LEB is in the business of, INTER ALIA, manufacturing
celebrity endorsed consumer products and distributing same through a number of
Electronic Retailers (as hereinafter defined); and
WHEREAS, SEL-LEB desires to obtain a license from KOBRA to use the
Marks and Miller Rights on and in connection with the promotion and sale of the
Licensed Products (as hereinafter defined) in the Territory (as hereinafter
WHEREAS, SEL-LEB desires to obtain the services of NICOLE MILLER, to
assist in the design of and endorse and promote the Licensed Products on
Electronic Retailers' Programming Services (as hereinafter defined) throughout
WHEREAS, SEL-LEB acknowledges that the Marks, Miller Rights and
associated goodwill are of great significance and value to KOBRA and that strict
adherence to the quality control standards provided in this Agreement is
essential to the maintenance of the significance and value of the Marks, Miller
Rights and associated goodwill; and,
WHEREAS, KOBRA desires to grant a license for the Marks and Miller
Rights to SEL-LEB, and provide the services of NICOLE MILLER, as hereinafter
provided upon the terms and conditions hereafter set forth.
NOW, THEREFORE, in consideration of the foregoing and the covenants and
agreements hereinafter set forth, the parties agree as follows:
"Close-Out Sales" as used herein shall mean sales of Licensed
Products by SEL-LEB for less than 75% of its regular wholesale price to discount
retailers with the consent of KOBRA.
"Electronic Retailers" as used herein shall mean entities
which sell a variety of consumer products by means of live programming services,
via satellite transmissions, broadcast television stations, and via affiliated
cable television systems, including only QVC, Home Shopping Network, and
NBC@HOME within the United States and the affiliates, partners and joint
venturers or each of the foregoing outside of the United States, unless
otherwise mutually agreed by the parties hereto.
"Electronic Retailers' Programming Services" as used herein
shall mean programming services of a Electronic Retailers' via satellite
transmissions, broadcast television stations, and via affiliated cable
"Indemnified Party" as used herein shall mean a party seeking
"Indemnifying Party" as used herein shall mean a party from
whom indemnification is sought.
"Inventory" as used herein shall mean any and all remaining
(i.e. on hand or in stock) Licensed Products and tangible items bearing the
Marks or Miller Rights, including but not limited to, raw material, "Works in
Progress" (as hereinafter defined), labels, tags, etc.
"Licensed Products" as used herein shall mean all jewelry
categories, excluding watches, made with the following: sterling silver, 10k
gold 14k gold and 18 kt gold, and all precious stones and semi precious stones
as well as diamonds and synthetic stones such as cubic zirconia and synthetic