MASTER LICENSE AGREEMENT


 


This
MASTER LICENSE AGREEMENT (“ Agreement”) is made and entered into as of August
30, 1994, by and between FOSSIL, INC., a Delaware corporation (hereinafter
referred to as “Licensor”) with a principal office at 2280 N. Greenville,
Richardson, Texas 75082, as Licensor, and FOSSIL PARTNERS, L.P., a Texas
limited partner., as well as any operating subsidiary and affiliates of
Licensor that becomes a party hereto after the date hereof (hereinafter
referred to collectively as “Licensees” and each a “Licensee”).


 


WITNESSETH:


 


WHEREAS,
Licensor owns rights in certain trademarks (and the current applications for
federal registration of certain other trademarks), as well as the goodwill
associated with such trademarks and applications for trademarks;


 


WHEREAS,
each Licensee desires to obtain a nonexclusive license to use such intellectual
property rights in connection with the sale, marketing and distribution of
certain goods; and


 


WHEREAS,
Licensor is willing to grant such a license to each such Licensee under the
terms of this Agreement.


 


NOW
THEREFORE, in consideration of the mutual promises contained herein, and
subject to the terms and conditions of this Agreement. Licensor and each
Licensee (severally, but not jointly) agree as follows:


 


ARTICLE I


 


License Grant


 


(a)           Licensor grants to each Licensee the
nonexclusive right and license to use the Marks (as defined below) in
connection with the Licensed Goods (as defined below) during the tenn of this
Agreement.


 


(b)           “Marks” is defined in this Agreement
as (i) the trademarks listed in Schedule A (as such may be supplemented
or amended from time to time) attached hereto, having the federal registrations
shown on Schedule A, and (ii) the trademarks listed in Schedule B
for which applications for registration are pending in the U.S. Patent and
Trademark Office as listed in Schedule B (as such may be supplemented or
amended from time to time) attached hereto.


 


(c)           “Licensed Goods” is defined in this
Agreement as all goods bearing the Marks as authorized by Licensor from time to
time.


 


(d)           Each Licensee agrees that Licensor
retains full ownership of the Marks and the goodwill associated with the Marks,
that no Licensee shall acquire any rights in the Marks other than those rights
expressly granted by Licensor pursuant to and during the term of this
Agreement, and that use of the Marks by any Licensee inures to the benefit of
Licensor.  Each Licensee agrees to
cooperate fully with Licensor in securing and maintaining the goodwill of
Licensor in the Marks, and to execute and deliver any and all agreements,
instruments and other documents necessary or appropriate to secure, maintain
and evidence such goodwill of Licensor in the Marks.


 


ARTICLE II


 


Term


 


The
term of this Agreement shall commence on August 31, 1994, and shall initially
be for the 12-month period immediately following such date. This Agreement
shall automatically be renewed for successive 12-month periods unless, prior to
the end of the initial term or any renewal tenn, Licensor or Licensee gives the
other party


 





















 


notice of its intention not to renew this
Agreement, in which case this Agreement shall not be renewed with respect to
each Licensee who has given such notice to Licensor or who has been given such
notice by Licensor.


 


ARTICLE III


 


Default, Termination


 


(a)           In the event that either Licensor or
any Licensee is in breach of or default under the terms of this Agreement (a “Default”),
the other party may serve on the defaulting party a notice of default (“Notice
of Default”) specifying the nature of the Default. If the Default is not cured
within fifteen (IS) days from service of the Notice of Default, the other party
may then serve a notice (the “Termination Notice”) that it is terminating this
Agreement and the Agreement shall be automatically terminated, in which case
this Agreement shall be terminated with respect to each Licensee who has served
such Termination Notice on Licensor or upon whom such Termination Notice has
been served by the Licensor. Notwithstanding the foregoing, this Agreement
shall be terminated immediately without notice as to any Licensee in the event
of the bankruptcy or judicial or administrative declaration of insolvency of
such Licensee, or in the event that such Licensee makes any assignment for the
benefit of creditors (such events being collectively referred to hereinafter as
“Events of Automatic Termination” and each an “Event of Automatic Termination’’),
provided, however, that such termination without notice shall apply only with
respect to the Licensee or Licensees to whom such an Event of Automatic
Termination has occurred, and the license of each of the other Licensees to
whom such an Event of Automatic Termination has not occurred shall continue
without regard to the status of the license of such Licensee or Licensees
subject to such Event of Automatic Termination.


 


(b)           Upon expiration or termination of
this Agreement for any reason, all rights granted to a Licensee hereunder shall
cease, and any such Licensee will immediately refrain from further use of the
Marks, take down all signs displaying the Marks, and destroy or return to
Licensor all other materials containing, displaying or using the Marks.


 


ARTICLE IV


 


Royalty Payments


 


Licensor
acknowledges and agrees that Licensee will incur expenses related to the
marketing and promotion of the Licensed Good as well as increasing the
recognition and goodwill associated with the Marks covered by this agreement.
In consideration of Licensee’s agreement and undertaking to incur such expenses
and to use its best efforts to increase the notoriety and consumer awareness of
the Marks, all for the benefit of Licensor. Licensor and Licensee agree that no
royalty payment or licensing fee shall be payable by Licensee to Licensor
hereunder.


 


ARTICLE V


 


Books of Account and Records


 


Each
Licensee agrees to keep accurate books of account and records covering all
transactions relating to the Licensed Goods. Licensor and its authorized
representatives shall have the right to examine and copy said books of account
and other records; provided, however, that such examination and copying shall
be done at the usual place of business (and only during reasonable hours) of
the Licensee whose books of account and records Licensor desires to examine and
copy. unless such restrictions are not required by said Licensee.


 





















 


ARTICLE VI


 


Quality Control; Advertising Materials


 


(a)           Each Licensee agrees to maintain such
quality of Licensed Goods sold or otherwise provided under or in connection
with the Marks in accordance with specifications set forth by Licensor from
time to time. Licensor reserves the right to inspect the quality of such
services to ensure that the quality required is maintained.


 


(b)           Licensor may from time to time
require any Licensee to furnish Licensor samples of advertising or other
promotional materials to be used in connection with the Licensed Goods. Each
Licensee agrees that it will use the Marks in any reasonable manner required by
Licensor in order to identify Licensor’s rights in such Marks.


 


ARTICLE VII


 


Indemnity/Hold Harmless


 


Each
Licensee agrees that it is wholly responsible for all goods offered or sold by
it, and that Licensor shall have no liability for or in connection with any
services offered, sold or otherwise provided by Licensee in connection with the
Marks. Each Licensee severally agrees to indemnify and hold harmless Licensor
and the officers, directors, shareholders, employees and agents of Licensor,
from and against any and all claims, demands, causes of action, damages, costs
and expenses, including court costs and reasonable attorneys’ fees, caused by
or arising out of or in connection with the use by such Licensee of the Marks
or the offer, sale or provision of any such services by a Licensee, including
without limitation, claims or actions for negligence, breach of contract,
strict liability and patent or copyright infringement.


 


ARTICLE XIII


 


Miscellaneous


 


8.1           Headings. All article or
section headings in this Agreement are for reference only and shall not be
deemed to control or affect in any way the meaning or construction of any of
the provisions hereof.


 


8.2           Binding Effect. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.


 


8.3           Counterparts. This Agreement
may be executed in any number of counterparts, all of which together shall
constitute one agreement binding on the parties hereto,


 


8.4           Applicable Law. This Agreement
shall be treated as though it were executed in Dallas county, Texas and shall
for all purposes be. governed by and interpreted and enforced in accordance
with the laws of the State of Texas, without regard to the choice of law
principles thereof.  Each Licensee hereby
agrees that any action arising out of this Agreement shall be litigated under
the laws of the State of Texas in a Court of competent jurisdiction in Dallas
county, Texas.


 


8.5           Notices. Any notice, request,
consent or communication (collectively a “Notice”) under this Agreement shall
be effective only if it is in writing and (a) personally delivered, (b) sent by
certified or registered mail, return receipt requested, postage prepaid, (c)
sent by a nationally recognized overnight delivery service, with delivery
confirmed, or (d) telexed or telecopied. with receipt confirmed, addressed, if to
Licensor, as follows:


 





















 


Fossil.
Inc


2280
N. Greenville


Richardson,
Texas 75082


Attention:
General Counsel


 


and
if to a Licensee, to the address of such Licensee on the books and records of
Licensor, or to such other address or addresses as shall be furnished in
writing by any party to the other party. Unless the sending party has actual
knowledge that a Notice was not received by the intended recipient, a Notice
shall be deemed to have been given, served and received (i) as of the date when
personally delivered, (ii) three days after being deposited with the United
States mail properly addressed, (iii) the next day after being delivered to
said overnight delivery service, properly addressed and prior to such delivery
service’s cut off time for next day delivery, or (iv) when receipt of the telex
or telecopy is confirmed, as the case may be.


 


8.6           Entire Agreement; Modification.
This Agreement contains the complete expression of the agreement between the
parties with respect to the matters addressed herein and there are no promises,
representations, or inducements except as herein provided. The terms and
provisions of this Agreement may not be modified, supplemented or amended
except in writing signed by both parties hereto. All terms and provisions of
this Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and permitted assigns of the parties
hereto.


 


8.7           Assignment. Either party
hereto shall have the right to assign this Agreement only to (i) any successor
assignee of such party that may result from any merger, consolidation or
reorganization or (ii) another corporation that acquires all or substantially
all of such party’s assets, business and liabilities.


 


8.8           No Waiver. Failure by either
party hereto to enforce at any time or for any period of time any provision or
right hereunder shall not constitute a waiver of such provision or of the right
of such party thereafter to enforce each and every such provision.


 


8.9           Severability. The provisions
of this Agreement are severable, and if any provision shall be held illegal,
invalid, or unenforceable, the parties affected thereby shall substitute for
the affected provision an enforceable provision that approximates the intent
and economic benefit of the affected provision as closely as possible, but all
other provisions shall continue in full force and effect.


 


8.10                           Intent.


 


(a)           Notwithstanding anything herein to
the contrary, it is the intent of the parties that Schedule A and Schedule B
attached hereto may be supplemented or amended, from time to time, by Licensor,
so as to add additional Marks (but no additional royalty under Article IV
hereof shall be payable). Such supplement or amendment shall be effective upon
notice by Licensor to a Licensee of such supplement or amendment, which such
notice shall contain a copy of the supplemented or amended schedule for
Licensee’s files.


 


(b)           No language herein shall be construed
so as to give a right to Licensor to remove a Mark from the list of Marks in Schedule
A or Schedule B, unless consented to in writing by each Licensee who
would be affected by such removal; provided, however, that this provision shall
not limit the ability of Licensor to utilize its remedies and/or rights
specified in Article III hereof with respect to default and termination.


 


(c)           It is the intent of this Agreement
that each Licensee is to be severally (but not jointly) bound to the provisions
hereof. Nothing in this Agreement shall be construed so as to make any Licensee
responsible for any action, liability, breach or default of any other Licensee
to this Agreement; nor shall this


 





















 


Agreement be construed so as to give any
Licensee any rights or benefits to which any other Licensee under this
Agreement may be entitled.


 





















 


IN
WITNESS WHEREOF, this Master License Agreement has been duly executed by the
parties hereto as of the date first written above.


 


	
   

  	
  LICENSOR:

  
	
   

  	
   

  
	
   

  	
  FOSSIL,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  T. R. Tunnell

  	
   

  
	
   

  	
  Name:
  T. R. Tunnell

  
	
   

  	
  Title:VP,
  Secretary & General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LICENSEE:

  
	
   

  	
   

  
	
   

  	
  FOSSIL
  PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By Fossil, Inc./General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Randy S. Kercho

  	
   

  
	
   

  	
  Name:
  Randy S. Kercho

  
	
   

  	
  Title:
  VP & CEO