Unassociated Document


    

      NAME
        AND LIKENESS LICENSING AGREEMENT

       

      THIS
        NAME AND LIKENESS LICENSING AGREEMENT (the
        “Agreement”),
        dated
        as of November 5, 2008, is by and between Carley Roney (“Licensor”)
        and
        The Knot, Inc., a Delaware corporation (the “Company”).
        The
        effective date of this Agreement shall be January 1, 2009 (the “Effective
        Date”).

       

      WHEREAS,
        the
        parties desire that the Company pay Licensor an annual licensing fee for,
        among
        other things, use of her name and likeness for purpose of appearances on
        behalf
        of The Knot or any of its subsidiaries or divisions in person or any other
        appearances, in promotional television, radio or online formats.

       

      NOW,
        THEREFORE,
        in
        consideration of the mutual promises contained herein and other good and
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, the parties hereto agree as follows:

       

      1.  Certain
        Definitions.

       

      1.1  “Licensed
        Property”
means
        (i) Licensor’s name, image, signature, voice and likeness and goodwill
        appurtenant thereto, (ii) photographic portraits, pictures, video recordings
        and
        audio recordings of the foregoing, as applicable, (iii) rights of publicity
        in
        and to her name, image, signature, voice, likeness, and other elements of
        her
        persona and identity, and (iv) all common law and statutory rights in the
        foregoing.

       

      1.2  “Products”
means
        any web site, magazine, book, television program, radio program, other video
        and/or audio programming, mobile or wireless content, Internet domain names,
        and
        all other online, digital, electronic and print products and services owned,
        operated or produced by or for the Company, its divisions and subsidiaries,
        in
        existence as of the Effective Date or created thereafter.

       

      1.3  All
        other
        defined terms shall have the meanings ascribed to them in this Agreement
        or the
        recitals thereto.

       

      2.  License.

       

      2.1  Grant
        of License.
        Licensor hereby grants to the Company and its successors and assigns the
        worldwide license and right, exclusively and during the Term (in each case
        except as provided herein), to (A) use any element of the Licensed Property
        for
        any purpose in connection with the Products, including but not limited to
        (1)
        the publication, display, distribution and other exploitation of such elements
        in and through any and all media now known or hereafter developed, and (2)
        the
        promotion of the Company, its divisions and subsidiaries through the appearance
        in person by Licensor, (B) to sub-license to, or authorize, third parties
        to do
        the any of the foregoing, pursuant to the terms hereof, and (C) file
        applications for copyright, trademark, domain name and other similar
        registrations and obtain such registrations involving the Licensed
        Property.

       

      2.2  Reservation
        of Rights.
        Use of
        Licensed Property, and the goodwill associated therewith, shall inure solely
        to
        Licensor. Except for the license granted hereunder and as otherwise provided
        herein, (a) as between the parties, Licensor retains any right, title and
        interest in and to the Licensed Property, and (b) the Company acknowledges
        and
        agrees that it will not have any right, title or interest in or to the Licensed
        Property, and the Company shall not make any claim of ownership or interest
        in
        or to such Licensed Property.

       

       

      
        
          Confidential

           

        

        
           

          
            

          

        

        
           

        

         

      

      3.  Fees.

       

      3.1  Royalties.
        The
        license granted by Licensor to the Company pursuant to this Agreement shall
        be
        on a royalty-free basis except as set forth in this Section:

       

      (a)  The
        Company shall pay Licensor an annual fee in the amount of one hundred thousand
        dollars ($100,000), payable during the Term in twenty four (24) equal
        installments on each of the Company’s regular payroll dates beginning after the
        Effective Date.

       

      (b)  The
        Company shall pay Licensor royalties equal to thirty percent (30%) of the
        annual
        net revenues derived from the sales of the books she has authored, edited
        and/or
        co-written for the Company, its divisions or subsidiaries. Payment of the
        royalty amounts shall be accompanied by reasonable written detail of the
        basis
        therefor. Such royalty amounts shall be payable not later than March 31 of
        each
        year. Licensor shall have the right to audit the royalty payments no more
        than
        once per year, and any underpayments shall be immediately due and payable
        upon
        conclusion of the audit, plus interest at the rate of eight percent (8%)
        from
        the 60th day following the end of the applicable quarter with respect to
        which
        the underpaid amount was due. For the avoidance of doubt, the Company’s
        obligation to pay royalties under this section shall survive any expiration
        or
        termination of this Agreement.

       

      (c)  The
        Company shall pay Licensor an annual non-accountable talent expense allowance
        in
        the amount of twenty five thousand ($25,000), payable during the Term in
        twenty
        four (24) equal installments on each of the Company’s regular payroll dates
        beginning after the Effective Date. This allowance shall be used to cover
        Licensor’s expenses for clothes for television, personal and other appearances
        while promoting, representing and endorsing the Company; hair and make-up
        expenses for maintenance and on-air appearances; and other expenses related
        to
        Licensor’s services for the Company.

       

      3.2  Past
        Usage.
        The
        parties acknowledge that Licensor permitted the Company to use the Licensed
        Property before the Effective Date in connection with her employment by the
        Company, that such use was on a royalty-free basis, and that this Agreement
        does
        not create any right for Licensor to receive, or obligate the Company to
        make,
        any payment in connection therewith.

       

      3.3  Taxes.
        If
        required by law, all payments by the Company to you pursuant to this Agreement
        will be subject to withholding of income, social security and employment
        taxes,
        in accordance with the Company’s normal practices.

       

      
        
          Confidential

           

        

        
           

          
            

          

        

        
           

        

      

       

      4.  Representations
        and Warranties.
        

       

      4.1  Each
        party represents and warrants that:

       

      (a)  it
        has
        full power (corporate or otherwise) and authority to enter into and perform
        its
        obligations under this Agreement, and all actions necessary to authorize
        the
        execution, delivery and performance of this Agreement have been taken by
        such
        party; and

       

      (b)  neither
        the execution and delivery of this Agreement nor the consummation of the
        transactions contemplated herein will conflict with or result in any breach
        of
        or event of termination under any of the terms of, or constitute a default
        under
        or result in the termination of or the creation or imposition of any encumbrance
        pursuant to, the terms of any contract or agreement to which it is a party
        or by
        which it or any of its assets and properties are bound.

       

      4.2  Licensor
        further represents and warrants to the Company that, as of the Effective
        Date,
        she exclusively owns all right, title and interest throughout the world in
        and
        to the Licensed Property, which Licensed Property has intrinsic
        value,.

       

      5.  Term
        and Termination.

       

      5.1  Term.
        The
        term of the Agreement shall consist of one or more successive one-(1) year
        periods, commencing on the Effective Date (the “Term”).
        At
        the conclusion of each one-year period within the Term, the Term shall
        automatically renew for another such period unless either Licensor or the
        Company provides written notice to the other party at least ninety (90) days
        before the end of the current period that the party providing such notice
        intends to terminate the Agreement at the end of such period. Licensor may
        terminate the Agreement at any time if the Company defaults on any payment
        obligation hereunder and does not cure such default within thirty (30) days
        of
        receiving written notice thereof. In addition, the Agreement shall automatically
        terminate (i) upon Licensor’s death or permanent disability, or (ii) if Licensor
        is no longer employed by the Company or any successor entity (except as
        otherwise provided by Section 5.2 below).

       

      5.2  Termination.
        Upon a
        termination of this Agreement for any reason, the license provided herein
        shall
        become non-exclusive with respect to all Products in existence (whether publicly
        available or in development) on the date thereof and shall not include a
        license
        to use the Licensed Property in connection with any Product created thereafter,
        but shall otherwise continue in full force and effect in perpetuity, which
        shall
        include the right to maintain and/or renew all registrations then obtained
        or
        applied for. Notwithstanding anything to the contrary in this Agreement,
        if
        Licensor is no longer employed by the Company or any successor entity following
        a Change of Control (as defined in the Company’s Amended and Restated 1999 Stock
        Incentive Plan) due to her termination by the Company or its successor without
        “Cause” or her resignation for “Good Reason” (as those terms are defined in her
        employment agreement with the Company of even date herewith), at the option
        of
        the Company or its successor, the Agreement shall not terminate if the Company
        or its successor proposes in good faith a compensation structure, in addition
        to
        the fees payable hereunder, in consideration of her continuation of the license
        granted hereunder, that is accepted by Licensor and memorialized in a written
        amendment to this Agreement executed by each party.
        Notwithstanding the first sentence of this section, unless the parties enter
        into a written amendment to this Agreement pursuant to the immediately preceding
        sentence, the license provided herein shall terminate with respect to the
        Products listed on Schedule
        A
        upon any
        termination of this Agreement.

       

      
        
          Confidential

           

        

        
           

          
            

          

        

        
           

        

      

       

      6.  Indemnification.
        Each
        party (the “Indemnifying
        Party”)
        will
        indemnify, defend, and hold harmless the other party, and the other party’s
        affiliates, subsidiaries, successors and assigns (as applicable), and any
        of
        their respective officers, directors, employees and agents (each, an
“Indemnified
        Party”),
        from
        and against any and all damages, liabilities, costs and expenses, including
        reasonable legal fees and expenses, in any third party lawsuit or proceeding
        based upon or otherwise arising out of a breach or alleged breach of the
        Indemnifying Party’s representations, warranties or covenants contained herein.
        Each Indemnified Party will (a) promptly notify the Indemnifying Party of
        such
        claim; (b) provide the Indemnifying Party with reasonable information,
        assistance and cooperation in defending the lawsuit or proceeding; and (c)
        give
        the Indemnifying Party full control and sole authority over the defense and
        settlement of such claim, subject to the Indemnified Party’s approval of any
        such settlement, which approval will not be unreasonably withheld or
        delayed.

       

      7.  Limitation
        of Liability.
        EXCEPT
        FOR THE INDEMNIFICATION OBLIGATIONS HEREUNDER, NEITHER PARTY WILL BE LIABLE
        FOR
        ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES,
        INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOST REVENUE,
        LOST BUSINESS, ANTICIPATED PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE
        GOODS
        OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING
        BUT NOT
        LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY
        AND
        NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE
        OR
        ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE
        OF
        ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. 

       

      8.  Miscellaneous.

       

      8.1  Successors
        and Assigns.
        This
        Agreement is assignable by the Company to any successor of the Company which
        acquires all or substantially all of the stock, assets or businesses of the
        Company, whether by sale, merger, recapitalization or other business
        combination, without Licensor's consent, provided that any such successor
        or
        assignee shall provide Licensor with a written agreement that it shall be
        bound
        by all the terms of this Agreement. This Agreement shall be assignable by
        Licensor to any entity controlled by her, and inure to the benefit of and
        be
        binding upon the successors, legal representative, heirs and assigns of
        Licensor. Except as specified in this Section, this Agreement is not
        assignable.

       

      8.2  Third-Party
        Beneficiaries.
        Nothing
        in this Agreement, express or implied, is intended to confer upon any party,
        other than the parties hereto or their respective successors and permitted
        assigns, any rights, remedies, obligations or liabilities under or by reason
        of
        this Agreement, except as expressly provided in this Agreement.

       

      
        
          Confidential

           

        

        
           

          
            

          

        

        
           

        

      

       

      8.3  Governing
        Law.
        This
        Agreement shall be governed by, and construed and enforced in accordance
        with,
        the laws of the State of New York, without regard to principles of conflicts
        of
        law.

       

      8.4  Titles
        and Subtitles.
        The
        titles, subtitles and defined terms used in this Agreement are used for
        convenience only and are not to be considered in construing or interpreting
        this
        Agreement.

       

      8.5  Notices.
        All
        notices required or permitted hereunder shall be in writing and shall be
        deemed
        effectively given: (i) upon personal delivery to the party to be notified;
        (ii)
        when sent by facsimile if sent during normal business hours of the recipient,
        or
        if not, then on the next business day; (iii) three days after having been
        sent
        by registered or certified mail, return receipt requested, postage prepaid;
        or
        (iv) one day after deposit with an internationally recognized overnight courier,
        specifying next day delivery, with written verification of receipt. All
        communications shall be to the addresses as set forth below or at such other
        address as a party may designate pursuant to notice given by such party in
        accordance with the terms of this section:

      

        
          	
                  If
                    to Licensor:

                	
                  Carley
                    Roney

                
	 	
                  c/o
                    The Knot, Inc.

                
	 	
                  462
                    Broadway, 6th Floor

                
	 	
                  New
                    York, NY 10013

                
	 	 
	
                  With
                    a copy to:

                	
                  Wendi
                    S. Lazar, Esq.

                
	 	
                  Outten
                    & Golden LLP

                
	 	
                  3
                    Park Avenue, 29th Floor

                
	 	
                  New
                    York, NY 10016

                
	 	
                  Fax:
                    (212) 977-4005

                
	 	 
	
                  If
                    to the Company:

                	
                  The
                    Knot, Inc.

                
	 	
                  Attention:
                    General Counsel

                
	 	
                  462
                    Broadway, 6th Floor

                
	 	
                  New
                    York, NY 10013

                
	 	
                  Fax:
                    (877) 329-8060

                


        

      

       

      8.6  Amendments
        and Waivers.
        Any
        term of this Agreement may be amended and the observance of any term of this
        Agreement may be waived (either generally or in a particular instance and
        either
        retroactively or prospectively), only with the written consent of each of
        the
        parties hereto (or their respective successors or permitted
        assigns).

       

      8.7  Severability.
        If one
        or more provisions of this Agreement are held to be unenforceable under
        applicable law, such provision shall be excluded from this Agreement and
        the
        balance of the Agreement shall be interpreted as if such provision were so
        excluded and shall be enforceable in accordance with its terms.

       

      8.8  Entire
        Agreement.
        This
        Agreement constitutes the entire agreement of the parties with respect to
        the
        subject matter hereto and no party shall be liable or bound to another party
        in
        any manner by any warranties, representations or covenants except as
        specifically set forth herein.

       

      
        
          Confidential

           

        

        
           

          
            

          

        

        
           

        

      

      8.9  No
        Employment Contract.
        Neither
        the execution of this Agreement nor the performance of any of the Company’s
        obligations hereunder shall confer upon Licensor any right to continue in
        the
        employment of the Company and nor do either constitute an agreement by the
        Company to employ or to continue to employ Licensor during the entire, or
        any
        portion of, the Term.

       

      8.10  Remedies.
        The
        parties agree that the remedies at law for any material breach or threatened
        material breach of this Agreement, including monetary damages, are inadequate
        compensation for any loss and that the non-breaching party shall be entitled
        to
        seek specific performance of this Agreement. The parties hereto waive any
        defense to such claim that a remedy at law would be adequate. In the event
        of
        any actual or threatened material default in, or material breach of, any
        of the
        terms hereof, the party aggrieved thereby shall have the right to seek specific
        performance and injunctive or other equitable relief with respect to its
        rights
        hereunder, in addition to any remedies available at law.

       

      8.11  Counterparts.
        This
        Agreement may be executed in any number of counterparts (including by
        facsimile), each of which shall be deemed an original, but all of which together
        shall constitute one and the same instrument.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

       

      
        
          Confidential

           

        

        
           

          
            

          

        

        
           

        

      

       

      IN
        WITNESS WHEREOF,
        the
        parties hereto have caused this Agreement to be executed as of the date first
        written above.  

       

       

      
        	 	
                /s/
                  CARLEY RONEY 

              
	 	
                CARLEY
                  RONEY

              
	 	 
	 	 
	 	 
	 	
                THE
                  KNOT, INC.

              
	 	 
	 	
                By:
                  /s/
                  IRA CARLIN 

              
	 	
                Name:
                  Ira Carlin

              
	 	
                Title:
                  Chairman, Compensation Committee of the Board of
                  Directors

              


      

       

      
        
          Confidential

           

        

        
           

          
            

          

        

        
           

        

      


      SCHEDULE
        A

      


      	·  	
              “Ask
                Carley” column (page on Company website and related homepage promotion) -
                the Company may not use Carley Roney’s name, image or likeness in
                connection with the columns, but can use the text of the columns
                without
                those elements. 

            


      


      	·  	
              Personal
                stories and personal photos related to Carley Roney - the Company
                may not
                use photos from Carley Roney’s wedding, but can use the story (which shall
                be presented in a manner substantially similar to the current
                presentation) and her name in the story.

            


      


      	·  	
              Editor
                in Chief photos (pages on The Knot, The Nest and The Bump websites
                and in
                the related magazines) - the Company may not use Carley Roney’s name,
                image (photographic or otherwise) or
                likeness.

            


      


      
        
          Confidential