TRADEMARK LICENSE AGREEMENT

            THIS ROMEO GIGLI and GIGLI TRADEMARK LICENSE AGREEMENT (the "Agreement")is made and entered into on the   day of December,2012(the "Effective date"), by and between DOG INTERNATIONAL("LICENSOR") , a corporation organized under the laws of    , and JIAXING NEWCOMER LUGGAGE & BAGS MANUFACTURING CO.,LTD.,(Jiaxing)and its wholly owned subsidiary ZHEJIANG NEWCOMER BAGS MARKETING CO.,LTD.(Zhejiang) both are China limited liability corporations with their principle place of business in Pinghu,Zhejiang,China.("LICENSEE")        .

WITNESSETH THAT:

            WHEREAS, DOG INTERNATIONAL possess certain rights with regard to the trade marks ROMEO GIGLI and GIGLI,(such trademarks are listed on Exhibit "A" attached hereto and incorporated herein by this reference, and are herein after referred to individually as a "Trademark" and collectively as "Trademarks".

            WHEREAS, LICENSOR has certain rights,including the rights to license, with respect to the Trademarks in connection with the Licensed Merchandise (as hereafter defined), including the rights granted from MODA brand holding S.A.

            WHEREAS, each party has expressed interest in obtaining an exclusive license to use trademarks, if any, owned now or in the future by the other party, and each party has expressed interest in granting such a license.

            WHEREAS, LICENSEE desires to secure a limited license to us the Trademarks in connection with the design, manufacture and sale of certain merchandise , as more fully described hereafter,and LICENSOR is willing to grant such license, all upon the terms and conditions as hereafter set forth.

                                    NOW THEREFORE, in consideration of the foregoing and the mutual covenants of the parties hereinafter contained, the parties hereby agree as follows:

ARTICLE 1.  DEFINITIONS:  Each of the following words or phrases shall bear the meaning set forth opposite it as follows:

Net Selling Price:  The amount actually billed to purchasers, after deducting (1) any federal, state, or local sales or other tax actually levied and paid on the basis of the sales price, (2) resale discounts, (3) returns or allowances, and (4) transportation and packing charges in excess of those charges normally and routinely incurred in transporting Products sold to the purchaser thereof.

Merchandise:  Items set forth on EXHIBIT "B" of this Agreement, as modified by the parties from time to time.

Trademarks:  Trademarks set forth on EXHIBIT "A" of this Agreement, as modified by the parties from time to time.

Improvements:  Improvements to Technology or any other invention or intellectual property.

ARTICLE 2.  TRADEMARK LICENSE:

            A.        Certain Trademarks used with Products produced by one party (“LICENSEE”) may be owned by the other party (“LICENSOR”) hereto.  In such cases, the Trademark Licensor shall grant to the Trademark Licensee, subject to the terms hereof, an exclusive right, license and authority to use the Trademarks which are owned by the Trademark Licensor and which are used with Merchandise made by the Trademark Licensee (the “LICENSEE.”)  The Trademark Licensee’s use of the Trademark Licensor’s Trademarks shall inure solely to the benefit of the Trademark Licensor.

            B.        The Trademarks for which Trademark Licensee is granted under Section 2.A. of this Agreement are listed in the attached Exhibit A . The parties may revise Exhibit A from time to time by mutual agreement, whereupon the revised Exhibit A, signed by the parties, shall become a part of this Agreement superseding all previous versions thereof and shall become effective on the date indicated on the revised Exhibit A. 

            C.        The Trademark Licensor makes no representations or warranties with respect to the ability of the Trademark Licensee to use the Trademarks outside of the United States or The Peoples Republic of China or as to the possibility that such use outside the United States or The Peoples Republic of China might infringe or be alleged infrin

           

            D.        To the extent feasible, the Trademark Licensee shall place applicable Trademarks on all Products it manufactures in whole or in part.  The Trademark Licensee shall also place applicable Trademarks on all packaging and printed material that it produces or obtains related to any Product.  Any Trademarks so used shall appear exactly as in the registration documents.  Other trademarks, words, names, symbols or devices other than Trademarks shall not be used in conjunction with any Trademarks and may only be used separately therefrom following the Trademark Licensor's prior written consent to such use.

 

            E.         The Trademark Licensee shall ensure that all uses of Trademarks on Products and on related packaging and Product literature shall conform to all standards of style, appearance, quality and usage set by the Trademark Licensor from time to time, and all requirements of the law, including any such requirements relating to legends setting forth either the Trademark Licensee's or the Trademark Licensor's status in relation to the Trademark or the fact that a Trademark is registered.  To this end, before initiating any marketing or selling activity, such as advertising, promoting, distributing, or offering for sale any Product to which a Trademark is applicable, the Trademark Licensee shall notify the Trademark Licensor of its intent to initiate such activity and shall afford the Trademark Licensor the reasonable opportunity to obtain a sample of all relevant Trademark usages.  The style, appearance, quality and usage of such sample shall be subject to the approval of the Trademark Licensor before any marketing or selling activity concerning the relevant Trademark occurs.  Any such sample submitted by the Trademark Licensee and not disapproved by the Trademark Licensor within sixty (60) days after receipt by the Trademark Licensor, shall be deemed to have been approved.  After the Trademark Licensor's approval or lack of disapproval, pursuant to this Section, there shall be no substantive change in the style, appearance, quality, or usage of the relevant Trademark without the prior written consent of the Trademark Licensor.  In the event that the style, appearance, quality, or usage of any Trademark ceases or fails to conform to standards set by the Trademark Licensor or any requirement of law, upon the Trademark Licensor's notice, the Trademark Licensee shall immediately cease all non-conforming uses thereof and shall destroy or remedy all non-conforming uses in its possession or control.  All such failures to conform shall be deemed a breach of this Agreement by the Trademark Licensee.

            F.         In order to preserve the integrity and value of the Trademarks involved, the Trademark Licensee shall ensure that all Products associated with a Trademark conform to all standards of style, appearance, performance and quality set by the Trademark Licensor from time to time.  To this end, before manufacturing, marketing or selling of any such Product, the Trademark Licensee shall notify the Trademark Licensor and shall afford the Trademark Licensor the reasonable opportunity to obtain a sample of the relevant Product.  The style, appearance, performance and quality of such sample shall be subject to the approval of the Trademark Licensor before any marketing or selling activity concerning the relevant Product occurs.  Any such sample not disapproved by the Trademark Licensor within sixty (60) days after receipt by the Trademark Licensor shall be deemed to have been approved.  After the Trademark Licensor's approval or lack of disapproval pursuant to this Section, there shall be no substantive change to the style, appearance, performance and quality of the relevant Product without the prior written consent of the Trademark Licensor.  In the event that the style, appearance, performance or quality of any Product associated with a Trademark ceases or fails to conform to standards set by the Trademark Licensor, upon the Trademark Licensor's notice, the Trademark Licensee shall immediately cease the use of the Trademark in conjunction with such non-conforming Products in its possession or control.  All such failures of Products to conform to standards set by the Trademark Licensor, where such Products are used in conjunction with a Trademark, shall be deemed a breach of this Agreement by the Trademark Licensee.

            G.        The Trademark Licensor shall have the right, upon reasonable notice and during normal business hours, to inspect the premises of the Trademark Licensee, including manufacturing and packaging facilities and plants thereof to ensure the Trademark Licensee's compliance with the style, appearance, and quality of the samples approved.

            H.        The provisions of this Article 2 shall not apply to any Products purchased for resale by one party from the other.  In such circumstances, the party purchasing the Product from the other party shall receive a non-exclusive, royalty-free right to use, in sales transaction documents such as quotations, acknowledgments, invoices, correspondence, etc., any Trademark associated with such Products.  Any other use of any such Trademark shall be subject to approval of the party owning the Trademark.

ARTICLE 3.  FEE PAYMENTS: 

            A.        During the term of this Agreement, in consideration of the Trademark License granted, the Trademark Licensee shall pay to the Trademark Licensor a fee of one percent (1%) of the Net Selling Price of all Products using the Trademark sold by the Trademark Licensee, exclusive of Products sold by the Trademark Licensee to the Trademark Licensor.

            B.        All fees due under this Article 3 shall be paid on a quarterly basis.  The fees shall be remitted to the Trademark Licensor at its principal offices within sixty (60) days after the last day of each calendar quarter, based on the sales during the calendar quarter.  Such remitted fees shall be in United States currency at the official exchange rate prevailing on the last day of the respective calendar quarter at the bank used by the owing party for its general commercial purposes.

            C.        Upon request from one party (the "auditing party") and at least five (5) days prior written notice, the other party (the "audited party"), shall allow a certified public accountant designated by the auditing party to examine the audited party’s records relating to this Agreement for the sole purpose of auditing the quarterly statements described in Article 3 during the audited party’s normal business hours.  In the event that such audit reveals that the audited party has paid the auditing party an amount less than the actual amount due to the auditing party, the audited party shall immediately pay to the auditing party the difference and shall reimburse the auditing party for the reasonable cost of the audit if such difference is greater than ten percent (10%) of the total amount of payments due to the auditing party for the applicable period.

ARTICLE 4.  TERM: 

            A.        Unless terminated sooner as provided in this Article 4, the Agreement shall continue in full force and effect for a period of five (5) years from December 3, 1999.  This Agreement will automatically renew for one (1) year periods unless either party gives written notice of its election not to extend the term of this Agreement not less than thirty (30) days prior to the expiration of the expiring term.

            B.        Each party shall have the right to terminate this Agreement for cause by giving written notice to the other party upon the happening of any of the following without need of a judicial declaration to the effect that:

   (1)     a material breach by the other party of any term or condition of this Agreement and the failure to remedy such nonperformance or breach within thirty (30) days after receipt of notice thereof;

   (2)     the submission to the terminating party by the other party of any fraudulent document or statement; or

   (3)     an action by the government of either party which renders either party unable to perform its obligations under this Agreement.

            C.        Upon any expiration or termination of this Agreement, all licenses, rights and obligations hereunder shall terminate.  However, subject to the terms hereof, and solely during the six (6) month period after the date of such expiration or termination, the Licensee shall have the right to manufacture and sell any Products covered by the Trademark License which:

   (1)     it is committed to sell under a valid and binding contract of sale made in the ordinary course of business executed before the date of such expiration or termination; or

   (2)     can be manufactured from materials, parts, subassemblies and components either in its possession or to which it is entitled on or before the date of such expiration or termination. 

           

            D.        Termination of this Agreement shall not relieve the Trademark Licensee from its liability for payment of fees on sales made hereunder with respect to the Trademark License from the other party prior to the date of such termination.

            E.         Upon any expiration or termination of this Agreement:

   (1)     The Trademark Licensee shall not hold itself out as being, or represent that it is, in any way authorized to use the Trademarks;

   (2)     The Trademark Licensee shall not use any Trademark (unless otherwise permitted in Section 4.C, hereof); and

   (3)     The Trademark Licensee shall transfer, assign and release to the Trademark Licensor all rights, if any, in the Trademarks which may have accrued or arisen by operation of the law.

            F.         Neither party, by reason of the expiration or termination of this Agreement, shall be liable to the other for loss of anticipated sales or prospective profits, or because of expenditures or investments, related to this Agreement.

            G.        The failure at any time of either party to exercise its right to terminate this Agreement as set forth in this Article 4 shall not constitute a waiver of that party's termination rights.

ARTICLE 5.  DISCLAIMER OF WARRANTY:

  

Except as specified in this Agreement, each of the parties expressly disclaims all other warranties, express or implied, in connection with this Agreement, the trademarks including but not limited to the warranties of non-infringement.

ARTICLE 6.  LIMITATION OF LIABILITY:

Neither party shall be liable to the other party or any third party for any direct damages in excess of the aggregate fees paid to such party by the other party in the preceding twelve (12) months arising from any claim relating to this Agreement or for any special, consequen­tial, exemplary or incidental damages (including lost profits) arising from any claim relating to this Agreement, resulting from the use of, or inability to use, the Trademarks, whether the claim for such damages is based on warranty, contract, tort (including negli­gence or strict liability) or otherwise, even if an authorized represen­tative of it is advised of the possibility or likelihood of same.  Each of the parties acknowledges and agrees that such amount is reasonable in light of anticipated harm which may arise from such claims and that the retention of such amount by it or the payment of such amount by the other party shall not be deemed or alleged by it to fail of its essential purpose.

ARTICLE 7.  GENERAL PROVISIONS:

            A.        The language used in this Agreement shall be deemed to be language chosen by both parties hereto to express their mutual intent, and no rule of strict construction against either party shall apply to any term or condition of this Agreement.

            B.        The failure or delay by either party in exercising any right hereunder shall not operate as, or be deemed a waiver, of such right or any other right hereunder.

            C.        All notices, demands, requests, responses, or other communications contemplated herein or required or permitted to be given hereunder shall be in writing and shall be deemed to be given as of the opening of  business on the business day after such writing is transmitted by facsimile or electronically to the attention of a duly authorized officer of the other party.

            D.        If any provision of this Agreement is for any reason held or declared to be illegal, invalid, or unenforceable, such provision may be modified by a court of competent jurisdiction in compliance with the law to give effect to the intent of the parties to the fullest extent possible.  All other provisions herein shall remain in full force and effect and shall be construed in accordance with the modified provision as if such illegal, invalid, or unenforceable provision had not been contained herein.

            E.         Sections 4. C., 4.D., 4.E., 7.A, 7.I., and Articles 5, 6 and 9 shall survive the termination or expiration of this Agreement for any reason.

            F.         Headings in this Agreement are for identification purposes only and shall not affect the interpretations of this Agreement or any part hereof.

            G.        The singular or any word, phrase, or clause contained in this Agreement shall be construed as the equivalent of the plural and the plural shall be construed as the equivalent of the singular.

            H.        The Agreement shall inure to the benefit of and be binding upon the successors and assigns of both parties hereto.  Neither party shall have the right to assign or otherwise transfer its rights and obligations under this Agreement, whether by merger, operation of law, assignment, change of management, purchase or otherwise of all or substantially all of the business of such party related to the Products except with the prior written consent of the other party.

            I.          The Trademark Licensee shall execute and deliver such other documents and to take all such actions as the Trademark Licensor, its successors, assigns or other legal represen­tatives may reason­ably request to effect the terms of this Agreement and the execution and delivery of any and all affidavits, testimonies, declarations, oaths, samples, exhibits, specimens and other documentation as may be reasonably required.

            J.          The Trademark Licensee shall comply with all applicable laws, rules, regulations and orders of the United States and of The Peoples Republic of China, and all jurisdictions and any agency or court thereof.

            K.        This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all of which, taken to­geth­er, shall constitute one and the same agreement.

 

ARTICLE 8.  ARBITRATION:  If either party shall make a written request to the other party for arbitration of any dispute with respect to this Agreement, or any other issue related thereto, the request shall be resolved in the London Court of International Arbitration and accordance with the then current Rules of the London Court of International Arbitration.  Any decision or award resulting from such arbitration shall be final, binding and non-appealable.

 

ARTICLE 9.  GOVERNING LAW:  The Agreement shall be deemed to be made and entered into pursuant to the laws of the United States of America and the laws of the State of Illinois.  In the event of any dispute hereunder, this Agreement shall be governed by and shall be construed in accordance with the laws of the State of Illinois.

ARTICLE 10.  GOVERNMENT APPROVAL: Trademark Licensee shall, at its expense, obtain all approvals of this Agreement which are necessary for both its continued effectiveness and Trademark Licensee’s continued ability to remit payments to Trademark Licensor in U.S. currency free from all restrictions. Trademark Licensee and Trademark Licensor shall mutually cooperate in obtaining any such approvals.

ARTICLE 11.  GOVERNING LANGUAGE: The official language of this Agreement is English and the official version of the Agreement is the English version.

            *   *   *   *   *

            IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the    day of           .

                                                                          

                                                                                                                                                           

                                                                           By:     

                                                                           Title:   

                                                                          

                                                                                                                                                           

                                                                           By:     

                                                                           Title:   

 TRADEMARK LICENSE AGREEMENT

SCHEDULE A – TRADEMARKS FOR WHICH

LICENSE IS GRANTED BY    TO  

This schedule supersedes all previous versions of Schedule A and forms part of the Trademark License Agreement between     and     . which became effective on         .  This version of Schedule A is effective on         .

                                                                          

                                                                                                                                                           

                                                                           By:     

                                                                           Title:   

                                                                          

                                                                                                                                                           

                                                                           By:     

                                                                           Title:   

TRADEMARK LICENSE AGREEMENT

SCHEDULE B – TRADEMARKS FOR WHICH

LICENSE IS GRANTED BY          

This schedule supersedes all previous versions of Schedule B and forms part of the Trademark License Agreement between     and     , which became effective on                .  This version of Schedule B is effective on       .

                                                                          

                                                                                                                                                           

                                                                           By:     

                                                                           Title:   

                                                                          

                                                                                                                                                           

                                                                           By:     

                                                                           Title: