ライセンス契約書:コス社の商標使用権をLOGITECH ELECTRONICS INC.に付与

アメリカのヘッドフォンメーカーのコス社(SICコード: 3651 (Household Audio and Video Equipment))がカナダのLOGITECH ELECTRONICS INC.に、コスのブランド名の使用権を付与。(オーディオ製品を製造・販売し、コス社の商標等を使用)
ロイヤルティ料率:正味販売額の10%(minimum royalty有り)


LICENSE AGREEMENT

         THIS AGREEMENT is made this 30 day of June, 1998 by and between

KOSS CORPORATION, a Delaware corporation with its principal place of business at

4129 North Port Washington Avenue, Milwaukee, WI 53212 (the “LICENSOR”) and

LOGITECH ELECTRONICS INC., an Ontario company, with its principal place of

business at 60 Bell Farm Road, Barrie, Ontario L4M5G6 (the “LICENSEE”).

         WITNESSETH:

         WHEREAS, LICENSEE desires to obtain the right to use certain trademarks

of LICENSOR in connection with the marketing and sale of certain of LICENSEE’s

products; and

         WHEREAS, LICENSOR is willing to grant such rights to LICENSEE upon the

terms and conditions set forth below;

         NOW, THEREFORE, for and in consideration of the premises and of the

mutual promises and conditions herein contained, the parties hereby agree as

follows:

1.       DEFINITIONS.

         For purposes of this Agreement, unless the context otherwise requires,

the following terms shall have the meanings set forth below:

         1.1 “Licensed Trademarks” mean the “Koss” trademarks listed on Exhibit

A attached hereto.

         1.2 “Products” mean the consumer electronic products of LICENSEE set

forth on Exhibit B attached hereto.

         1.3 “Licensed Products” mean all Products of LICENSEE which have the

Licensed Trademarks affixed or attached thereto in any manner.

         1.4 “Territory” means the United States of America, Canada, Mexico,

Australia, Argentina, Bolivia, Brazil, Chile, Colombia, Ecuador, Paraguay, Peru,

Uruguay, Venezuela, French Guiana, Guyana, Suriname, Austria, Belgium,

Czechoslovakia, Greece, Hungary, Ireland, Israel, Luxembourg, The Netherlands,

Poland, Portugal, Romania, Spain, Benelux, France, Germany, England, Italy,

Switzerland, Norway, Sweden, Denmark, and Finland.

         1.5 “Contract Period” means the period beginning on July 1, 1998 and

ending on June 30, 2003, and any applicable renewal period.

         1.6 “Contract Year” means the fiscal year of Koss Corporation (July

1-June 30).

2.       GRANT OF LICENSE; LICENSOR’S SALES.

         2.1 Subject to all the terms and conditions of this Agreement, LICENSOR

hereby grants to LICENSEE the exclusive right and license to use the Licensed

Trademarks within the Territory during the Contract Period in connection with,

and only with, the manufacture, promotion, distribution and sale of the

Products.

         2.2 LICENSEE agrees that it will not make or authorize any use, direct

or indirect, of the Licensed Trademarks outside of the Territory; provided,

however, that subject to the provisions of Section 2.3 below, LICENSEE shall

have the right to have the Licensed Products manufactured outside the Territory

solely for sale by LICENSEE inside the Territory.

         2.3 LICENSEE shall have the right to subcontract the manufacture of the

Licensed Products to another entity, provided that such entity executes a letter

agreement in form substantially similar to Exhibit C attached hereto. LICENSEE

shall not grant any other subcontracting rights other than as provided in this

Section 2.3.

         2.4 LICENSEE agrees to sell Products and Licensed Products to LICENSOR

at a price equal to the price LICENSEE pays for such Products or Licensed

Products, plus ten percent (10%), terms of net ninety (90) days. Notwithstanding

anything to the contrary set forth in this Agreement, any schedule or Exhibit

hereto, or any other document, LICENSOR and LICENSEE acknowledge and agree that

LICENSOR shall continue to have the right, without any restrictions whatsoever

and on terms acceptable to LICENSOR in its sole discretion, to sell Products or

Licensed Products within the Territory or outside of the Territory (i) to the

U.S. military or U.S. government or any other military or governmental agency

until July 1, 2000, (ii) by direct mail or out of any of LICENSOR’s outlet

stores existing now or in the future, or (iii) directly to customers or

end-users through LICENSOR’s web site or otherwise via the internet.

3.       LICENSEE’S OBLIGATIONS.

         3.1 LICENSEE agrees that no Licensed Products will be manufactured,

advertised, promoted, distributed or sold:

             (a)      in violation of any law or regulatory restriction; or

             (b)      in any manner which damages the image, reputation or

                      goodwill of the Licensed Trademarks or of LICENSOR.

         3.2 LICENSEE agrees that during the Contract Period, LICENSEE will

diligently manufacture, promote, distribute and sell Licensed Products and make

and maintain adequate arrangements for the distribution, repair and servicing of

the Licensed Products throughout the Territory. LICENSEE and LICENSOR shall each

inform the other party of their respective toll-free customer service telephone

numbers, and shall inform customers who have mistakenly telephoned one party of

the other party’s customer service telephone number.

         3.3 LICENSEE agrees that LICENSEE will not sell refurbished Products

labeled with the Licensed Trademarks unless such Products are clearly and

conspicuously labeled as refurbished merchandise.

         3.4 LICENSEE agrees that all translation costs, filing fees and all

other fees, costs and expenses associated with “registered user” filings within

the Territory shall be paid in advance by LICENSEE to LICENSOR at the request of

LICENSOR.

4.       APPROVAL OF LICENSED PRODUCTS.

         4.1 LICENSEE agrees that LICENSOR shall have the right to approve or

disapprove, in the manner provided herein in advance of sale, the quality,

style, appearance, material and workmanship of all Licensed Products and the

packaging therefor, and to approve or disapprove in advance any and all

trademarks, trade names, designs and logos (whether included in the Licensed

Trademarks or not) used in connection with the Licensed Products. LICENSEE shall

not advertise, distribute or sell any such Licensed Product which has not been

approved by LICENSOR. Before selling or distributing any Licensed Product,

LICENSEE shall submit to LICENSOR for its approval, artist renderings of the

proposed products and/or mock-ups with full engineering specifications together

with packaging, labels and the like. LICENSOR agrees that it shall, within

twenty (20) business days after receipt of each of the renderings and/or

mock-ups, approve or disapprove such products in writing, failing which such

products shall be deemed to have been approved. After LICENSOR has approved the

proposed products and LICENSEE has obtained tooling for the proposed products,

LICENSEE shall provide LICENSOR with off-tool and/or production samples of the

products and LICENSOR shall disapprove such samples in writing within twenty

(20) business days after LICENSOR’s receipt of such items or else LICENSEE shall

be deemed to have approved them. LICENSEE shall also provide to LICENSOR, at no

cost to LICENSOR, two (2) working samples of each Product within thirty (30)

days of the commencement of production of such Product. LICENSEE agrees that

Licensed Products which are sold or distributed hereunder shall be of no lesser

quality than the corresponding samples approved by LICENSOR. LICENSOR agrees

that any approval required by LICENSOR under this Section 4.1 shall not be

unreasonably withheld.

         4.2 During the Contract Period, LICENSEE shall take all actions

reasonably necessary to cure any product defects in the Licensed Products and

will act to preserve the image, reputation and goodwill of the Licensed

Trademarks and of LICENSOR.

5.       APPROVAL OF ADVERTISING, APPEARANCE AND USE OF LICENSED

         TRADEMARKS.

         5.1 LICENSEE agrees that LICENSOR shall have the right to approve or

disapprove, in advance of LICENSEE’s commercial use of the Licensed Products,

the contents, appearance and presentation of all advertising materials which

incorporate the Licensed Trademarks or which make reference in any way to the

Licensed Trademarks. Before producing, publishing or distributing any

advertising materials hereunder, LICENSEE shall submit to LICENSOR, for its

approval, line art and color specifications for the materials. LICENSOR agrees

that it shall, within twenty (20) business days after receipt, approve or

disapprove such material in writing, failing which such material shall be deemed

to have been approved, provided that LICENSOR’s approval shall be subject to

submission and approval of LICENSEE’s final packaging materials. LICENSOR agrees

that any approval required by LICENSOR under this Section 5.1 shall not be

unreasonably withheld.

         5.2 LICENSEE agrees to protect, indemnify and save harmless LICENSOR,

its parent, subsidiaries and affiliates and all officers, directors, agents,

employees and representatives thereof, and any of them, from and against any and

all expenses, damages, claims, suits, actions, judgments and costs whatsoever,

including reasonable attorneys fees, arising out of, or in any way connected

with, any claim or action relating to the contents of LICENSEE’s advertising or

use of the Licensed Products, whether or not approved by LICENSOR hereunder.

         5.3 LICENSEE agrees that LICENSOR shall have the right to include a

full line catalog of LICENSOR’s products within each Product to which the

Licensed Trademarks are affixed and distributed by LICENSEE. A sample of the

full line catalog will be provided to LICENSEE, who shall instruct LICENSOR on a

quarterly basis as to the quantity of full line catalogs needed and the

destination where they should be shipped for LICENSEE’s packaging purposes.

LICENSEE further agrees that LICENSOR shall have the right to include

promotional coupons for certain of LICENSOR’s products on a quarterly basis

except as prohibited by specific retailers. Such coupons shall be provided in a

manner similar to that set forth above for the full line catalog and are to be

included in every product bearing the Licensed Trademarks and distributed by

LICENSEE.

         5.4 LICENSEE agrees to provide to LICENSOR a copy of LICENSEE’s most

recent list of holders of warranties on all Products distributed by LICENSEE.

LICENSOR agrees to keep such information confidential and to use it solely for

soliciting direct mail consumer sales.

6.       ROYALTIES; PAYMENT; RENEWAL.

         6.1 During the term of this Agreement, LICENSEE will pay to LICENSOR as

royalties (“Royalties”) an amount equal to ten percent (10%) of net sales of the

Licensed Products. The term “net sales” with respect to the Licensed Products

shall be defined as the total amount invoiced by LICENSEE for sales of the

Licensed Products less the total amount of returns of the Licensed Products, as

exemplified on Exhibit D attached hereto. LICENSOR and LICENSEE agree that no

Royalties shall be paid on sales of products from LICENSEE to LICENSOR.

         6.2 Notwithstanding the provisions of Section 6.1, LICENSEE hereby

agrees to pay to LICENSOR during the Contract Period annual minimum Royalties

(“Minimum Royalties”) as follows:

             Contract Year                       Minimum Royalties

             ————                        —————–

             July 1, 1998 – June 30, 1999        U.S. $125,000

             July 1, 1999 – June 30, 2000        U.S. $325,000

             July 1, 2000 – June 30, 2001        U.S. $425,000

             July 1, 2001 – June 30, 2002        U.S. $525,000

             July 1, 2002 – June 30, 2003        U.S. $600,000

If the sum of the total Royalties paid with respect to a Contract Year do not

equal or exceed the Minimum Royalties for such Contract Year, the difference

between the Minimum Royalties and the Royalties for such Contract Year shall be

due and payable thirty (30) days following the end of such Contract Year.

         6.3 If upon the expiration of the initial Contract Period, LICENSOR in

its sole and absolute discretion elects to renew this Agreement as hereinafter

provided for an additional five (5) year term, the Minimum Royalties for the

first renewal period shall be the greater of the following:

             Contract Year                       Minimum Royalties

             ————-                       —————–

             July 1, 2003 – June 30, 2004        Actual Royalties for

                                                 the Contract Year

                                                 ending on June 30, 2003

                                                 plus 15%, or U.S.

                                                 $660,000

             July 1, 2004 – June 30, 2005        Minimum Royalties for

                                                 the Contract Year

                                                 ending on June 30, 2004

                                                 plus 10%, or U.S.

                                                 $725,000

             July 1, 2005 – June 30, 2006        Minimum Royalties for

                                                 the Contract Year

                                                 ending on June 30, 2005

                                                 plus 10%, or U.S.

                                                 $790,000

             July 1, 2006 – June 30, 2007        Minimum Royalties for the

                                                 Contract Year ending on

                                                 June 30, 2006 plus 10%,

                                                 or U.S. $875,000

             July 1, 2007 – June 30, 2008        Minimum Royalties for the

                                                 Contract Year ending on June

                                                 30, 2007 plus 10%, or U.S.

                                                 $970,000

         6.4 Payment of Royalties shall be made quarterly by LICENSEE to

LICENSOR on or before the 20th day following the end of each calendar quarter of

each Contract Year during the term of this Agreement (i.e. January 20, April 20,

July 20 and October 20) and within thirty (30) days after the expiration or

earlier termination of this Agreement, in respect of all Licensed Products

shipped during such quarter.

         6.5 Payment of all Royalties shall be in United States funds. The late

payment of any Royalties shall bear interest at the rate of one and one-half

percent (1-1/2%) per month, or at the highest rate permitted by applicable state

law, whichever is lower.

7.       BOOKS, RECORDS, AND STATEMENTS.

         7.1 LICENSEE shall maintain for three (3) years following the close of

each Contract Year accurate books and records which disclose, at a minimum, the

following: the cost of sales of the Licensed Products, the amount of sales of

the Licensed Products, the amount of credits for returns, trade discounts and

customer’s shipping costs, the amount of all Royalties payable hereunder by

LICENSEE and the manner in which such Royalties were determined.

         7.2 LICENSEE shall deliver to LICENSOR with each quarterly payment a

detailed accounting statement showing the calculation of such Royalties payment.

Such statement shall be in sufficient detail to be audited from the books of

LICENSEE maintained pursuant to Section 7.1 hereof. By the 15th day of each

month during the Contract Period, LICENSEE shall also provide LICENSOR with a

preliminary tabulation of the sales and returns by customer and by Product model

number for the prior month, for LICENSOR’s use and analysis.

         7.3 Annually, within ninety (90) days after the close of each Contract

Year, LICENSEE shall furnish to LICENSOR a statement, certified to be true and

correct by LICENSEE’s Chief Financial Officer, that the accounting for sales is

complete and correct, and the total sales of the Licensed Products to each

retail account.

         7.4 LICENSOR, at its expense, shall have the right at any time during

regular business hours after the end of any Contract Year, upon five (5) days

written notice to LICENSEE, to have a representative of LICENSOR examine or

audit the books, accounts and records of LICENSEE which pertain to the

manufacture, distribution and sale of the Licensed Products and the amount of credit for returns, trade discounts and

customer’s shipping costs with respect thereto, and other books and records as

they may be reasonably required by LICENSOR’s accountants in order to verify the

figures reported in any statements furnished to LICENSOR pursuant to this

Section 7. Such books of account and records shall be made available to LICENSOR

and its accountants at LICENSEE’s office located as herein stated or such other

place as the parties shall mutually agree. LICENSEE shall render all possible

assistance to LICENSOR and its accountants for the purpose of facilitating the

checking or auditing of net sales and of the figures set forth in any of

LICENSEE’s statements. If the examination or audit reveals the underpayment of

any Royalties, LICENSEE shall immediately pay LICENSOR the amount of the

deficiency with interest, and if the deficiency exceeds five percent (5%) of the

amount of Royalties paid with respect to such year or years audited, LICENSEE

shall pay the cost of the examination or audit.

8.       TRADEMARKS.

         8.1 LICENSEE shall cause to be imprinted irremovably and legibly on

each Licensed Product manufactured, distributed or sold under this Agreement

(including, but not limited to, advertising, promotional, packaging and wrapping

material and any other such material wherein the Licensed Trademarks may

appear), the appropriate trademark and/or copyright notices, as shall be

designated in writing in advance by LICENSOR. LICENSEE agrees to deliver to

LICENSOR upon request, free of cost, samples of each Licensed Product together

with their packaging and wrapping material for approval and for trademark and/or

copyright registration purposes.

         8.2 LICENSEE agrees that it will not, during the Contract Period or

thereafter, file any application for trademark registration or otherwise obtain

or attempt to obtain ownership of any name, design, logo, trademark or trade

name, within the Territory or in any other country of the world, which includes

or is confusingly similar to or suggestive of the Licensed Trademarks.

         8.3 LICENSEE agrees that it will not, directly or indirectly, challenge

or contest LICENSOR’s ownership of or rights in the Licensed Trademarks, whether

for the Licensed Products or otherwise.

         8.4 All use of the Licensed Trademarks by LICENSEE shall inure to the

benefit of LICENSOR, and LICENSEE shall acquire no rights therein adverse to

LICENSOR.

9.       MAINTENANCE OF LICENSED TRADEMARKS.

         LICENSEE shall promptly notify LICENSOR in writing of any infringement

by others of the Licensed Trademarks on articles similar to the Licensed

Products if and when such become known to LICENSEE and shall provide LICENSOR with any available evidence of such infringement. Only LICENSOR shall have the right to commence legal proceedings against such infringer, and the expense of such legal

proceedings shall be shared equally by LICENSOR and LICENSEE. In any

infringement action, proceeding or claim brought by LICENSOR, LICENSEE, at its

expense, shall make available to LICENSOR any relevant books, records, papers,

information, designs, samples, specimens, and the like and shall cause any of

the LICENSEE’s employees to be deposed or to testify, whenever requested to do

so by LICENSOR. Any damage award or recovery resulting from such legal

proceedings shall be divided equally between LICENSOR and LICENSEE.

10.      INDEMNIFICATION AND INSURANCE.

         10.1 LICENSEE agrees to protect, indemnify and save harmless LICENSOR,

its parent, subsidiaries and affiliates and all officers, directors, agents,

employees and representatives thereof, and any of them, from and against any and

all expenses, damages, claims, suits, actions, judgments and costs whatsoever,

including reasonable attorneys fees, arising out of, or in any way connected

with, any claim or action for the violation by LICENSEE of any statutory or

regulatory obligation, any claim or action for injury or damage to property,

personal injury, death or other cause of action involving alleged defects in

Licensed Products, and any other claim or action arising out of LICENSEE’s

activities pursuant to this Agreement or other conduct of its business.

         10.2 LICENSEE shall, within thirty (30) calendar days after the

execution of this Agreement, obtain from an insurance company reasonably

acceptable to LICENSOR, and maintain during the term of this Agreement and for a

period of twenty-four (24) months following the expiration or termination of

this Agreement, public and products liability insurance with a limit of

liability of not less than Five Million ($5,000,000) U.S. dollars per occurrence

in order to protect LICENSOR against any liabilities with which it may be

charged because of damage or injuries suffered by any servants, agents,

contractors, employees or customers of LICENSEE or by the general public,

resulting from the use or sale of the Licensed Products manufactured,

distributed, advertised or sold by LICENSEE or by LICENSEE’s contractor.

LICENSEE agrees to cause LICENSOR’s name to be entered in such policy as an

additional named insured and an additional loss payee, and to deliver to

LICENSOR a certificate thereof. Said insurance shall provide that it cannot be

canceled without the insurer first giving LICENSOR twenty (20) calendar days’

advance written notice thereof. LICENSEE shall furnish or cause to be furnished

to LICENSOR evidence of the maintenance and renewal of the insurance required

herein, including, but not limited to, copies of policies, certificates of

insurance, with applicable riders and endorsements, and proof of premium

payments.

11.      DEFAULT; TERMINATION.

         11.1 In the event of a default by either party in the performance of

any of its obligations pursuant to this Agreement, the non-defaulting party

shall give written notice of such default to the defaulting party. Within thirty

(30) days of its receipt of such notice, the defaulting party shall cure the

default. If the defaulting party does not take such corrective actions or cure

the default within the respective time period, the non-defaulting party shall

have the right to terminate this Agreement upon the expiration of the respective

period. The right to remedy a default shall not apply to a violation of Sections

4, 5, 6 or 7 of this Agreement, which shall give LICENSOR the right, in its sole

discretion, to treat as such violation a non-curable default and to terminate

this Agreement.

         11.2 Either party shall have the right to terminate this Agreement upon

ten (10) days prior notice upon the occurrence of any of the following events:

              (a)      If the other party shall become insolvent or shall

                       make an assignment for the benefit of creditors or

                       become the subject of receivership, bankruptcy or

                       other insolvency or debtor relief proceedings, or any

                       similar proceedings;

              (b)      If the other party shall cease to do business; or

              (c)      Except as permitted under Section 14 hereof, if the

                       other party shall attempt to assign any of its rights

                       under this Agreement.

         A party’s exercise of its right, pursuant to this Section 11.2, to

terminate this Agreement shall be without prejudice to any other legal or

equitable remedy such party may hold against the other party by reason of the

other party’s breach of any term or condition of this Agreement.

         11.3 No assignee for the benefit of creditors, receiver, liquidator,

trustee in bankruptcy, sheriff or any other officer of the court or official

charged with taking over custody of LICENSEE’s assets or business, shall have

any right to continue performance of this Agreement, and this Agreement may not

be assigned by operation of law.

         11.4 Failure to terminate this Agreement pursuant to this Section 11

shall not effect or constitute a waiver of any remedies the non-defaulting party

would have been entitled to demand, whether by way of damages, termination or

otherwise. Termination of this Agreement shall be without prejudice to the

rights and liabilities of either party to the other in respect of any matter

arising under this Agreement.

12.      RIGHTS AFTER TERMINATION.

         12.1 Except as provided in Section 12.2 hereof, from and after the

termination of this Agreement, whether because of non-renewal, default or

otherwise, all of the rights of LICENSEE to the use of the Licensed Trademarks

shall, except as hereinafter expressly provided, cease absolutely, and LICENSEE

shall not thereafter manufacture, advertise, promote, distribute or sell any

item whatsoever in connection with the Licensed Trademarks. It is further agreed

that following expiration of the Contract Period, LICENSEE shall not

manufacture, advertise, promote, distribute or sell any item whatsoever in

connection with the use of any name, figure, design, logo, trademark or trade

name similar to or suggestive of the Licensed Trademarks.

         12.2 Any Licensed Products for which as of the date of termination

LICENSEE has non-cancelable open orders or which are in transit to the United

States may be sold by LICENSEE on a non-exclusive basis during the twelve (12)

month period following the date of termination. Any Licensed Products which are

warehoused in the United States on the date of termination and any Licensed

Products which were returned to LICENSEE by a customer may be sold by LICENSEE

on a non-exclusive basis during the nine (9) month period following the date of

termination. LICENSEE shall continue to pay to LICENSOR with respect to such

sales Royalties at the rate and in the manner specified in this Agreement.

Within sixty (60) days of the date of termination, LICENSEE shall provide to

LICENSOR a complete listing of the inventory in transit and the warehoused

inventory. Notwithstanding anything herein to the contrary, LICENSEE shall have

no right to manufacture any additional Licensed Products after the date of

termination.

13.      NOTICE.

         All notices required or provided for in this Agreement shall be in

writing and shall be given by registered mail, prepaid and properly addressed to

the last known address of the party to be served herewith, or by telecopy

facsimile and confirmed by regular mail, and shall be deemed to have been given

on the seventh (7th) day after mailing or on the same day as the facsimile

transmission is received. Notices sent to LICENSOR shall be addressed as

follows:

         Koss Corporation

         4129 North Port Washington Avenue

         Milwaukee, WI 53212

         Attn: President

         Fax No.: (414) 967-1537

         Notices sent to LICENSEE shall be addressed as follows:

         Logitech Electronics Inc.

         60 Bell Farm Road

         Barrie, Ontario

         L4M5G6

         Attn: President

         Fax No.: (705) 734-1342

14.      ASSIGNMENT.

         This Agreement shall bind and inure to the benefit of LICENSOR, and the

successors and assigns of LICENSOR. The rights granted LICENSEE hereunder shall

be exclusive to it and shall not, without the prior written consent of LICENSOR,

be transferred or assigned to any other entity. In the event of the merger or

consolidation of LICENSEE with any other entity, LICENSOR shall have the right

to terminate this Agreement by so notifying LICENSEE in writing on or before

sixty (60) days after LICENSOR has received written notice of such merger or

consolidation.

15.      JOINT VENTURE.

         This Agreement does not constitute and shall not be construed as

constituting a partnership or joint venture between LICENSOR and LICENSEE.

Neither party shall have any right to obligate or bind the other party in any

manner whatsoever, and nothing herein contained shall give, or is intended to

give, any rights of any kind to any third person.

16.      MISCELLANEOUS.

         16.1 Section headings contained herein are solely for the purpose of

aiding in speedy location of subject matter and are not in any sense to be given

weight in the construction of this Agreement. Accordingly, in case of any

question with respect to the construction of this Agreement, it is to be

construed as though such section headings had been omitted.

         16.2 This writing constitutes the entire Agreement between the parties

hereto and may not be changed or modified except by a writing signed by the

parties hereto.

         16.3 If and to the extent that any provisions of this Agreement are

prohibited or unenforceable under any applicable law, such provisions shall be

ineffective to the extent of such prohibition or unenforceable without

invalidating the remaining provisions hereof or affecting the validity or

enforceability of any other provision hereof.

         16.4 The failure of either party at any time or times to demand strict

performance by the other of any of the terms, covenants or conditions set forth

herein shall not be construed as a continuing waiver or relinquishment thereof

and each may at any time demand strict and complete performance by the other of

said terms, covenants and conditions.

         16.5 This Agreement shall be governed by the substantive laws of the

State of Wisconsin (regardless of laws that might be applicable under principles

of conflicts of laws) as to all matters, including but not limited to matters of

validity, construction, effect and performance. Resolution of any and all

disputes between LICENSOR and LICENSEE arising from or in connection with this

Agreement, whether based on contract, tort, common law, equity, statute,

regulation, order or otherwise, shall be governed by and settled in accordance

with binding arbitration by three (3) arbitrators; provided, however, that the

three arbitrators selected shall each have extensive knowledge in the area of

federal trademark law. If the parties cannot agree on the selection of three

arbitrators, each party shall select one arbitrator, and those two arbitrators

together shall select the third arbitrator, and the three arbitrators, each of

which shall have extensive knowledge in the area of federal trademark law, shall

resolve the dispute as provided herein. The arbitrators’ findings and decisions

shall be limited to the subject matter of the dispute, and such findings and

decisions shall be in writing and shall be final and binding on the parties

hereto, and shall specify the reasons for and facts on which such findings and

decisions were reached. The parties hereto shall bear equally the arbitrators’

fees and charges, and each party shall bear its other costs and expenses for the

arbitration, including attorneys’ fees. The arbitration shall be conducted in

Milwaukee, Wisconsin. To the extent that the parties hereto need to enforce the

arbitration provisions in this Agreement or need to enforce or otherwise give

effect to any arbitration finding, decision or award, the parties hereto hereby

agree that any such action or proceeding shall be adjudicated before a federal

or state court located in Milwaukee, Wisconsin, and they hereby submit to the

exclusive jurisdiction of the courts of the State of Wisconsin located in

Milwaukee, Wisconsin, and of the federal courts located in Milwaukee, Wisconsin,

with respect to any such action or proceeding commenced by either party. The

parties hereto irrevocably waive any objection they now or hereafter may have

respecting the venue of any such action or proceeding brought in such a court or

respecting the fact that such court is an inconvenient forum, and hereby consent

to the service of process in any such action or proceeding by means of

registered or certified mail, return receipt requested, in care of the

applicable address set forth under the notice provisions in this Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

executed as of the date set forth above. The effective date of this Agreement is

July 1, 1998.

                                          KOSS CORPORATION

                                          By:/s/   Michael J. Koss

                                             ——————————–

                                             Michael J. Koss

                                             Title: President and CEO

                                          LOGITECH ELECTRONICS INC.

                                          By:/s/   Greg Bell

                                             ——————————–

                                             Print Name:   Greg Bell

                                                        ———————

                                             Title:  President and CEO

                                    EXHIBIT A

   KOSS (Plain Block Letters) (as shown in U.S. Registration No. 1,821,035)

   KOSS (Stylized) (as shown in U.S. Registration No. 1,850,556)

   KOSS & Design (as shown in U.S. Registration No. 2,070,098)

                                    EXHIBIT B

         Description of Products to be sold under Licensor’s Trademark.

All powered and passive speaker products suitable for use with any audio, video,

communication, or computer products. Speaker construction will primarily be made

of injection molded plastic with the possible exception of some subwoofer

products that may be made of wood or wood composites. Also included will be any

AC or DC adaptors, connecting cables (including speaker wire), as well as

mounting brackets and assemblies.

                                    EXHIBIT C

TO:

FROM:   (Subcontractor) Manufacturing Factory

RE:     Use of the “Koss” Brandname

The purpose of this letter is to acknowledge that ___________________ has the

right to manufacture Licensed Products, as defined in the License Agreement

between Logitech Electronics Inc. and Koss Corporation dated ___________, 1998

(“License Agreement”), bearing the “Koss” brandname and trademarks only for the

account of Logitech Electronics Inc. and only as a subcontract manufacturer

pursuant to Sections 2.2 and 2.3 of the License Agreement and for no other

purpose. We agree that we will not use the “Koss” name on any products other

than those manufactured for Logitech Electronics Inc.’s account. __________

agrees that neither it nor any affiliated or related individual or entity (i)

will, at any time, file any application for trademark registration or otherwise

obtain or attempt to obtain ownership of the “Koss” brandname or trademarks, or

any name or mark which is confusingly similar thereto, anywhere in the word or

(ii) directly or indirectly challenge or contest Koss Corporation’s ownership of

or rights in the “Koss” brandname and tradenames, whether for the Licensed

Products or otherwise.

                                    EXHIBIT D

          Calculation of Quarterly Royalties Payment (in U.S. Dollars)

Products       Total Sales       Returns          Net Sales        Royalty Rate

               $                $                $                      10%

               ———–      ——–         ———-        ——-

   ROYALTIES PAYMENT   U.S.     $

                                ——–

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