Confidential treatment requested by the registrant for its submission of this draft registration 

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Exhibit 10.5


 





 


HUDSON Trademark

License


Agreement


 


Between



 


DUFRY INTERNATIONAL AG


(SWITZERLAND)


 


and


 


Hudson Group (HG) Inc


(USA)


 




     


    	HUDSON Trademark licence agreement

	 



    

  


	Confidential treatment requested by the registrant for its submission of this draft registration 

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INDEX


  


	I. PARTIES	1
	II. RECITALS	2
	III. DEFINITIONS AND INTERPRETATION	3
	A.  DEFINITIONS	3
	B.  INTERPRETATION GUIDELINES	4
	IV. COVENANTS	5
	Article 1	Object	5
	Article 2	Territory	5
	Article 3	IP Rights	5
	Article 4	Validity - Effective Date	5
	Article 5	Sub-Licence	5
	Article 6	Remuneration	5
	Article 7	Licensee’s Rights And Obligations	6
	7.1	Exercise of Trademark	6
	7.2	Use of Intellectual Property	6
	Article 8	DIAG’s Rights And Obligations	6
	8.1	Provision of Materials	6
	8.2	Exclusivity	6
	8.3	Trademark Maintenance	6
	Article 9	Ownership Of Intellectual Property	6
	Article 10	Registration Of HGI As Registered User	6
	Article 11	 Other Marketing Intangibles	7
	Article 12	 Quality Control, Inspection & Reporting	7
	12.1	Quality Control	7
	12.2	Inspection	7
	12.3	Reporting	7
	Article 13	Infringement By Unauthorised Persons	7
	Article 14	HGI’s  Infringement of Third Parties’ Rights	8
	Article 15	Confidentiality	8
	Article 16	Transferability	8
	Article 17	No Represenations or Warranties	8
	Article 18	Termination	8
	Article 19	HGI's Obligations On Termination	9
	Article 20	No Goodwill Redundancy On Termination	9
	Article 21	Entire Agreement	10
	Article 22	Other Contractual Relationships Between The Parties	10
	Article 23	Severability	10
	Article 24	Successors And Assignees	10
	Article 25	Independent Parties	10
	Article 26	Costs And Taxes	10
	26.1	Costs	10
	26.2	Taxes	11
	Article 27	Force Majeure	11
	Article 28	Non-Waiver And Cumulative Rights	11
	Article 29	Notices	11
	Article 30	Applicable Law	12
	Article 31	Dispute Resolution and Arbitration	12
	Article 32	Further Assurances	12


 




     


    
	HUDSON Trademark license agreement	Page 1 
	 	 




    

    


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I.
PARTIES


 


On one side


 


Dufry International AG, a Swiss stock corporation
duly incorporated and existing under the laws of Switzerland with registered office at Hardstrasse 95, CH-4020 Basel, Switzerland


(hereinafter referred to as "DIAG"
or the “Licensor”)


 


and on the other side


 


Hudson Group (HG), Inc., a corporation duly
incorporated and existing under the laws of the State of Delaware, United States of America with registered office at 1 Meadowlands
Plaza New Jersey 07073 East Rutherford, USA


 


(hereinafter referred to as "HGI”
or the “Licensee”)


 




     


    
	HUDSON Trademark licence agreement	Page 2 
	 	 




    

  


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II.
RECITALS


 


This agreement is to be read in conjunction
with the Retail Shop Concept Development Agreement entered into by and between Licensor and Licensee as of March 16, 2010.


 


This agreement makes reference
to the following facts:


 


		I.	WHEREAS, the Dufry Group is one of the world’s
leading operators of shops that sells luxury consumer products and is engaged in the retail business with “duty free”
and “duty paid” concessions located at airports, borders, on cruise liners, seaports, ferries, railway stations and
city centre locations;



 


		II.	WHEREAS, DIAG is the owner of certain know-how,
intellectual property rights, marks, and confidential information relating to the design, development, marketing concepts, operation
and management of retail shops, as defined herein;



 


		III.	WHEREAS, HGI acknowledges the prior contribution
of DIAG to the HUDSON Trademark and marketing intangibles, including its Development, Enhancement, Maintenance, Protection and
Exploitation (hereinafter referred to collectively as “DEMPE”);



 


		IV.	WHEREAS, DIAG and HGI acknowledge that DIAG will
be in charge of all DEMPE functions related to the HUDSON Trademark;



 


		V.	WHEREAS, the Parties have entered into an Agreement
for Development of Retail Shop Concepts ("RSC Agreement") effective as of the Effective Date January 4, 2010, under
which DIAG engaged HGI to perform services in order to maintain and further develop the intellectual property associated with
the Hudson Trademark;



 


		VI.	WHEREAS, DIAG has determined that Hudson Ltd., a
company incorporated under the laws of Bermuda and wholly owned subsidiary of DIAG, will list its Class A Common Shares on the
New York Stock Exchange (the “NYSE Listing”), in connection with which DIAG will offer a certain number of such Class
A Common Shares for sale in an initial public offering “(IPO”); and



 


		VII.	WHEREAS, Hudson Ltd. will become the indirect parent
company of HGI as part of a series of transactions among various direct and indirect subsidiaries of DIAG (the “Reorganization”),
and in connection with the NYSE Listing, IPO and Reorganization, HGI wishes to acquire, and DIAG is willing to grant to HGI, (a)
a licence to the Trademark for HGI’s own use as well as the right to sub-licence the Trademark to subsidiaries of HGI under
the terms and conditions of this Agreement and (b) an exclusive license to utilize the know-how, intellectual property rights,
marks, and confidential information for the territory and period stipulated in the this Agreement solely in accordance with the
terms and conditions of this Agreement.



 


NOW THEREFORE in consideration of the
mutual covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt and sufficiency
of which is acknowledged by each of the parties hereto) the parties covenant and agree each with the other as follows:


 




     


    
	HUDSON Trademark licence agreement	Page 3 
	 	 




    

  


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III.
DEFINITIONS AND INTERPRETATION


 


A. DEFINITIONS


 


For the purposes of this Agreement, the following
terms shall have the following meanings:


 


		·	“Affiliate”
                                         shall mean any subsidiary or controlled affiliate, which  includes any legal
                                         entity that is directly or indirectly, through the majority of voting rights, equity
                                         capital or otherwise by exercising a controlling influence, controlled by a Party.



 


		·	“Agreement” shall mean this Agreement.



 


		·	"Effective Date" shall mean the date as from which this
Agreement shall be deemed effective in accordance with Article 4 below.



 


		·	“Territory” shall mean the Territory referred to in Article
2.



 


		·	“HGI Group” shall mean HGI and its subsididaries and controlled
affiliates.



 


		·	“IP Rights” shall mean collectively certain trademarks,
trade-name related marketing intangibles or other intellectual property rights, which are legally and/or economically owned by
DIAG or to which DIAG has a right of use, all as further defined in Article 3.



 


		·	“Fair Value” shall mean purchase price determined by an
external valuation report prepared by KPMG Switerland.



 


		·	"The Dufry Group" shall mean all the companies affiliated
to the Parties by whatsoever corporate links in whatever jurisdiction.



 


		·	“Party” or “Parties” shall mean DIAG and HGI
referred to alone or collectively.



 


		·	“Shops”
                                         shall mean brick and mortar travel retail outlets, spaces, or concessions operated by
                                         HGI and its permitted sub-licensees (if any) in the Territory with the approval
                                         of DIAG.



 




     


    
	HUDSON Trademark licence agreement	Page 4 
	 	 




    

  


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B. INTERPRETATION
GUIDELINES


 


		·	A reference to a person, corporation, trust, partnership, unincorporated
body or other entity includes any of them.



 


		·	A reference to an article, a clause, a chapter or a schedule is a
reference to an article, a clause, a chapter or a schedule of this Agreement.



 


		·	The singular includes the plural and conversely, unless otherwise
expressly indicated.



 




     


    
	HUDSON Trademark licence agreement	Page 5 
	 	 




    

  


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IV.
COVENANTS


 


Article
1        Object


 


Subject to and in accordance with the terms
and conditions of this Agreement, DIAG agrees to grant and herewith grants to Licensee the right to use the IP Rights as further
defined under Article 3 below for the purpose of the operation of the Shops in the Territory.


 


This Agreement sets forth the terms and conditions
of, as well as the respective rights and obligations of, both Parties under the terms of this grant.


 


Article
2        Territory


 


The "Territory" shall mean and include
the continental United States and Canada.


 


Article
3        IP Rights


 


The IP Rights are limited to the following:


 


		·	The HUDSON Brand/Trademark (including
logo and signage, as well as applicable colours and fonts) (the “Trademark”); 



 


		·	Global Brand Guidelines (technical details
regarding application of the brand);



 


		·	How to utilise the logo within stores
(e.g. on banners, logos, point of sale machines, sales tickets, plastic bags etc);



 


		·	How to utilise the brand on stationary
(letters, business cards, signage etc).



 


Article
4        Validity - Effective Date


 


This Agreement shall be effective as from _________
2017, which shall be deemed to be the Effective Date.


 


This Agreement has a term of 7 years validity
from the Effective Date or terminated in accordance with Article 18 hereunder.


 


Article
5        Sub-Licence


 


HGI has the full right to sub-licence to its
Affiliates. HGI shall under the terms of this Agreement not have the right to grant any sub-licences of the Trademark
to any other third parties without DIAG’s prior written consent, which shall not be unreasonably withheld. HGI shall
procure that any of its sub-licensees fully comply with the terms and conditions of this Agreement and HGI shall be responsible
for any acts (and omissions) of its sub-licensees as if they were HGI's own acts (and omissions).


 


Article
6        Remuneration


 


The license granted by this Agreement shall
be fully paid and royalty free. For the avoidance of doubt, this Agreement shall not supersede any provision of any franchise agreement
between DIAG and any member of the HGI Group


 




     


    
	HUDSON Trademark licence agreement	Page 6 
	 	 




    

  


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Article
7Licensee’s Rights And Obligations


 


7.1        Exercise of Trademark


 


HGI has the right and the obligation to make
full use of the Trademark in accordance with the terms and conditions of this Agreement and DIAG's instructions during the term
of validity of this Agreement. Furthermore HGI acknowledges and agrees that the Trademark granted in this Agreement applies only
in connection with the Shops and the products and – if at all applicable – services sold therein and may not be used
for any other purpose.


 


HGI hereby undertakes to exercise the Trademark
in such a manner which is not in any manner detrimental for the business and/or the reputation of DIAG and/or the Dufry Group.


 


7.2        Use of Intellectual Property


 


All use of the IP Rights shall conform fully
with all written policies, standards and instructions of DIAG supplied to HGI from time to time. HGI may not use the IP Rights
in a manner, which would injure the reputation or goodwill of DIAG or the Dufry Group. HGI further agrees that it will not use
the IP Rights for activities, products and services, which are not within the scope of business operation of the Shops.


 


HGI hereby agrees that any use of the IP Rights
by HGI outside the terms and conditions of this Agreement is and shall be deemed as infringement of DIAG’s rights.


 


Article
8DIAG’s Rights And Obligations


 


8.1        Provision of Materials


 


DIAG undertakes to provide HGI with the rights
owned by or licensed to DIAG and with information and materials which DIAG deems reasonably necessary or convenient in order to
enable HGI to exercise its rights in accordance with this Agreement.


 


8.2        Exclusivity


 


DIAG commits to abstain, as long as this Agreement
remains in force, from granting to any other person or entity a license to the Trademark for the Territory.


 


8.3        Trademark
Maintenance


 


Without prejudice to any other term of
this Agreement (including, without limitation, Articles 13 and 14), DIAG undertakes to use its commercially reasonable best efforts
to maintain and defend the Trademark during the term of this Agreement. Notwithstanding the foregoing in this Article 8.3, the
Parties agree that DIAG may in its sole discretion at any time during the term of this Agreement make changes to the IP Rights,
including, without limitation, by amending the Trademark and/or any of the marketing intangibles and/or by amending, adding and/or
removing trademark registrations from the scope of the license grant.


 


Article
9        Ownership Of Intellectual Property


 


The parties hereto hereby acknowledge that
between the Parties DIAG is the exclusive owner or has otherwise the exclusive right to use and license the IP Rights and all goodwill
associated therewith. Furthermore the parties expressly agree that except as expressly provided in this Agreement, HGI acquires
no right, title or interest in any of the IP Rights or related marketing intangibles. HGI shall not in any manner represent that
it has any economic ownership interest in the IP Rights or applications thereof. HGI may not at any time dispute or contest, directly
or indirectly, the validity, ownership or enforceability of any of the IP Rights, nor directly or indirectly attempt to dilute
the value of the goodwill attached to any of the IP Rights.


 


Article
10        Registration Of HGI As Registered User


 


Should the registration of
HGI as registered user of the IP Rights be possible, necessary or convenient in any public or private register, HGI agrees, upon
request by DIAG made at any time after the execution of this Agreement, to join DIAG in applying for such registration as registered
user or any analogue registration in respect to the IP Rights or a part of them. HGI agrees to execute all documents and do all
acts necessary or convenient to obtain such registration, as well as any documents, which might be necessary for the variation,
completion or cancellation of such registration.


 




     


    
	HUDSON Trademark licence agreement	Page 7 
	 	 




    

  


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HGI shall not at any time
during the term of this Agreement or at any time after its termination use its capacity as registered user of the IP Rights to
do any act or assist any person in doing any act which may in any way invalidate, impair or prejudice the rights or title of DIAG,
whichever nature these rights might have, in the IP Rights.


 


Article
11         Other Marketing Intangibles


 


As far as registered or registerable, HGI undertakes
hereby not to register the Trademark and/or marketing intangibles or any marketing intangibles confusingly similar thereto. Any
application or registration in breach of this Article shall endure to the benefit of and be beneficially owned by DIAG. HGI shall
assign to DIAG at its request and its own expense all rights, title and interest in any such application or registration.


 


Article
12        Quality Control, Inspection & Reporting


 


12.1        Quality Control


 


HGI agrees that it shall only exercise the
Trademark within the scope of business of the Shops and that such operation shall conform in nature and quality and shall be performed
by HGI in compliance with this Agreement, as well as in accordance with the quality standards and specifications set by DIAG, in
its sole discretion from time to time. Without limiting the foregoing, HGI agrees that the operation of the Trademark by HGI shall
be of high quality standards prevailing in the sector and consistent with that quality standard maintained by DIAG in connection
with comparable businesses. HGI further agrees that the operation of the Trademark shall be in conformity with all laws, rules
and regulations applicable to HGI as well as with the laws applicable in the Territory.


 


12.2        Inspection


 


DIAG or its authorised agents shall have the
right at any time to inspect the Shops, the performance thereof and any relevant documents, materials and records related to the
Shops in order to determine whether HGI has complied with its obligations under this Agreement.


 


12.3        Reporting


 


HGI agrees to report to DIAG at the latter's
request about the exercise and use of the Trademark by HGI and its sub-licensees and their compliance with the terms and conditions
of this Agreement. For the purposes of this reporting, DIAG shall be entitled to provide HGI with a standard form to be filled
in by HGI. HGI undertakes further, at the request of DIAG, to have its statutory independent auditors certifying the completeness
and accuracy of such reports.


 


Article
13        Infringement By Unauthorised Persons


 


HGI agrees to immediately
give notice to DIAG of any conflicting use or any act of infringement or passing off by unauthorized persons which comes to its
or its sub-licensees attention involving the IP Rights or any variation or imitation thereof. Upon DIAG's request, HGI
shall provide at its own cost all reasonable support and assistance to DIAG in any action taken by DIAG to defend against any
infringement of and/or to enforce its rights.


 




     


    
	HUDSON Trademark licence agreement	Page 8 
	 	 




    

  


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Article
14        HGI’s Infringement of Third Parties’ Rights


 


HGI agrees to immediately
give notice to DIAG of any demand, claim and/or action involving the IP Rights that is made or threatened by any person
against HGI and/or any of its sub-licensees. HGI shall, and shall cause its relevant sub-licensee(s) to,
upon DIAG's option and request, allow (i) either DIAG to undertake the defence against any such demand, claim and/or action or
(ii) defend against such demand, claim and/or action in accordance with DIAG's instructions. HGI and/or its sub-licensees
shall not agree to any settlement or any judicial finding or award that is reviewable by a higher authority without the express
prior written approval of DIAG. HGI shall, and shall cause its relevant sub-licensee(s) to, further implement the measures
identified by DIAG to prevent any further infringement of any third party rights by the use of the IP Rights.


 


Article
15        Confidentiality


 


Both parties acknowledge that by virtue of
this Agreement they may have direct or indirect access and acquire knowledge of the other Party’s confidential information.
Both parties undertake hereby to hold in absolute confidence all and any information and not to use, disclose, reproduce or dispose
of any information in any manner other than (i) as expressly provided for in this Agreement, or (ii) required under applicable
law or regulation, in the good understanding that the undertaking contemplated in this Article 16 shall survive in case of termination
of this Agreement, being irrelevant the reasons of such a termination.


 


Article 16        Transferability


 


This Agreement and all rights and obligations
arising here from shall not be transferred by either party to a third party without the express previous consent from the other
party, which shall be in writing.


 


Article
17        No Represenations or Warranties


 


Notwithstanding any other provision in this
Agreement, HGI acknowledges and agrees that the IP Rights are made available to HGI on an "as-is" basis without any representation
or warranty, including, without limitation, without any representation or warranty regarding the validity, enforceability and/or
non-infringement of the IP Rights. To the maximum extent permitted by applicable law, DIAG hereby disclaims any liability for any
damages or detrimental consequences which may arise for the HGI as a direct or indirect consequence of the HGI's exercise of its
rights or fulfilment of its obligations under this Agreement.


 


Article
18        Termination


 





In the event either Party defaults on its obligations
as provided for in this Agreement, the other Party shall give the defaulting Party written notice of said default. If the defaulting
Party does not cure said default to the satisfaction of the other Party and notifies in writing such other Party of such cure within
10 (ten) calendar days after receipt of the notice of default, then the Party having given notice of default may terminate this
Agreement. This termination shall then be effective immediately upon notification of termination.


 




     


    
	HUDSON Trademark licence agreement	Page 9 
	 	 




    

  


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Without limiting the generality of the foregoing
statement, and just with explanatory effect, this Agreement may be terminated by either party with immediate effect in the following
cases:


 


		(i)	if the other party is in an insolvency, bankruptcy or similar situation or in any other legal situation
which might lead thereto;



 


		(ii)	if there is any change in the ownership of more than 50% of the other party’s voting stock
(other than in case of Dufry group internal restructuings), including but not limited to the case of expropriation, nationalisation
or whatsoever manner of exercise of governmental control upon the other party.



 


The Parties further agree
that this Agreement shall terminate upon the effective date of any termination or expiry, if any, of the Master Relationship Agreement
entered into between Franchisor and Hudson Ltd. dated _______________, 2017.


 


Article
19       HGI's Obligations On Termination


 


Upon the proper termination of this Agreement
for any reason whatsoever, HGI shall immediately cease to be a licensee of DIAG and shall immediately cease to exercise, directly
or indirectly, in any manner whatsoever any rights arising out of the Trademark and shall, forthwith upon request by DIAG, sign
all documents and take such actions as may be necessary to cancel any registration in whatsoever register of HGI as a user of the
Trademarks and/or the marketing intangibles. Further HGI shall return to DIAG, at the sole discretion of DIAG, all materials which
have been provided by DIAG.


 


Article
20       No Goodwill Redundancy On Termination


 


Any and all goodwill which accrues or which
has accrued from the Trademark has accrued and shall accrue for the benefit of DIAG and if so requested by DIAG at any time or
on the termination of this Agreement, HGI shall assign all goodwill to DIAG.


 


For the case that HGI has prior to the date
of execution of this Agreement already exercised any right inherent to the Trademark, HGI acknowledges that all such use has been
under the control of DIAG. Insofar as HGI might have been regarded as the proprietor of the IP Rights for the purposes of any applicable
law, HGI hereby confirms that it has abandoned in favour of DIAG its proprietorship in the IP Rights.


 


Consequently, upon the proper termination of
this Agreement for any reason whatsoever, HGI shall in no case be entitled to receive from DIAG any kind of compensation, redundancy
fee or whatever payment from DIAG on the basis of any goodwill which might have arisen out of HGI’s compliance with its obligations
under this Agreement.


 


In the unlikely case that any applicable law
would vest HGI with any right to claim from DIAG any payment based on goodwill, HGI hereby waives, to the full extend permitted
by law, any right to claim such payment and simultaneously declares hereby that, in case of its entitlement being compulsory by
law, it hereby assigns any payment in full to DIAG without requesting any compensation therefore.


 




     


    
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Article
21        Entire Agreement


 


This Agreement constitutes the entire agreement
between the parties in connection to the subject matter hereof and supersede all prior agreements, understandings, negotiations
and discussions with respect to the subject matter hereof whether written or oral. Except as provided in this Agreement, there
are no conditions, representations, warranties, undertakings, promises, inducements or agreements whether direct or indirect, collateral,
expressed or implied made by DIAG to HGI.


 


No supplement, modification or waiver of this
Agreement shall be binding unless executed in writing by authorised officers of DIAG and HGI.


 


Article
22       Other Contractual Relationships Between The Parties


 


The parties hereto acknowledge that they have
or may have in the future other contractual relationships between them. It is both parties’ interest and intention that the
different contractual relationships between the parties are kept separated from each other and that the matters regulated in this
Agreement shall in no way be affected by any term or condition other than those set forth in this Agreement.


 


Article
23       Severability


 


The invalidity or unenforceability of any provision
or any covenant of this Agreement in any jurisdiction shall not affect the validity or enforceability of such provision or covenant
in any other jurisdiction or of any other provision or covenant hereof or herein contained and any invalid provision or covenant
shall be deemed to be severable. The Parties shall negotiate in good faith in order to replace the provision declared invalid or
unenforceable with a new provision, valid and enforceable, which preserves the original intention of the parties.


 


Article
24       Successors And Assignees


 


This Agreement shall endure to the benefit
of and be binding upon DIAG and HGI and their respective legal representatives, successors and permitted assignees.


 


Article
25       Independent Parties


 


HGI is and will at all times remain an independent
party of DIAG and is not and shall not represent itself to be the agent, joint venturer or partner of DIAG. No representations
will be made or acts taken by HGI which could establish any apparent relationship of agency, joint venture or partnership and DIAG
shall not be bound in any manner whatsoever by any agreements, warranties or representations made by HGI to any other person or
with respect to any other action of HGI. No acts of assistance given by DIAG to HGI shall be construed to alter this relationship.


 


Article
26       Costs And Taxes


 


26.1       Costs


 


All costs related to the implementation of
this Agreements and the execution of any actions therefore, such as but not limited to HGI’s registration in any relevant
register, renewal procedures thereof or whatsoever governmental fees, shall be borne by DIAG. For the avoidance of doubt, this
Article 26.1 shall not apply to the costs of the use of the IP Rights, including, without limitation, the operation of the Shops,
by HGI and its sub-licensees.


 




     


    
	HUDSON Trademark licence agreement	Page 11 
	 	 




    

  


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26.2       Taxes


 


DIAG shall be completely responsible for any
taxes now or hereafter imposed on DIAG with respect to the transactions contemplated hereunder, and HGI shall be completely responsible
for any taxes now or hereafter imposed on HGI with respect to the transactions contemplated hereunder.


 


Article
27       Force Majeure


 


Neither DIAG nor HGI shall be liable in damages,
or shall be subject to termination of this Agreement by the other party, for any delay or default in performing any obligation
hereunder if that delay or default is due to any cause beyond the reasonable control and without fault or negligence of that party,
provided that, in order to excuse its delay or default hereunder, a party shall notify the other of the occurrence or the cause,
specifying the nature and particulars thereof and the expected duration thereof, and provided, further, that within 15 (FIFTEEN)
calendar days after the termination of such occurrence or cause, that party shall give notice to the other party specifying the
date of termination thereof. All obligations of both parties shall return to being in full force and effect upon termination of
such occurrence or clause.


 


For the purposes of this Agreement, a "cause
beyond the reasonable control" of a party shall include, without limiting the generality of the phrase, any act of God, act
of any government (excepting the causes contained in Article 19.2), or other statutory undertaking, industrial dispute, fire, explosion,
accident, power failure, flood, riot, or war (declared or undeclared).


 


Article
28       Non-Waiver And Cumulative Rights


 


The failure of either party to exercise any
right, power or option given hereunder or to insist upon the compliance with the terms and conditions hereof by the other party
shall not constitute a waiver of the terms and conditions of this Agreement with respect to that or any other or subsequent breach
thereof nor a waiver by the non-exercising party of its rights at any time thereafter to require strict compliance with all terms
and conditions hereof including the terms or conditions with respect to which non-complying party has failed to exercise such right
or option. The rights of each party hereunder are cumulative.


 


Article
29       Notices


 


All notices, consents and approvals (hereinafter
referred to as a "Notice") permitted or required to be given hereunder shall be deemed to be sufficiently and duly given
if written and delivered personally or sent by courier or transmitted by facsimile transmission or other form of recorded communication
tested prior to transmission, addressed as follows:


 


If to DIAG:


 


Dufry International AG


Brunngässlein 12


CH-4010 Basel


Switzerland


 


and if to HGI:


 


Hudson Group (HG) Inc


One Meadowlands Plaza, 11th Floor


East Rutherford


New Jersey, 07073


 




     


    
	HUDSON Trademark licence agreement	Page 12 
	 	 




    

  


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Any notice so given shall be deemed to have
been received on the date of delivery if sent by courier, facsimile transmission or other form of recorded communication, as the
case may be. Either party from time to time by Notice may change its address for the purposes of this Agreement.


 


Article
30       Applicable Law


 


This Agreement shall be governed and construed
in accordance with the substantive laws of Switzerland, excluding its conflict of laws principles and excluding the UN Convention
on Contracts for the International Sale of Goods.


 


Article
31       Dispute Resolution and Arbitration


 


Any dispute, controversy or claim arising out
of or relating to this Agreement, or the validity, interpretation, breach or termination thereof, or any agreement or action contemplated
thereby (a “Dispute”), shall be resolved in accordance with the procedures set forth in this Article 32, which shall
be the sole and exclusive procedures for the resolution of any such Dispute unless otherwise specified below.


 


The Board of Directors of either Party may
submit any Dispute for resolution by mediation in accordance with the Swiss Rules of Commercial Mediation of the Swiss Chambers’
Arbitration Institution in force on the date when the request for mediation was submitted in accordance with these Rules. The seat
of the mediation shall be Zurich, although the meetings may be held elsewhere. The mediation proceedings shall be conducted in
English.


 


If a Dispute is not resolved by mediation as
provided in this Article 32 within thirty (30) days of the selection of a mediator (unless the mediator chooses to withdraw sooner),
either Party may submit the Dispute to be finally resolved by arbitration pursuant in accordance with the Swiss Rules of International
Arbitration of the Swiss Chambers’ Arbitration Institution in force on the date when the Notice of Arbitration was submitted
in accordance with those Rules. The Parties consent to a single, consolidated arbitration for all known Disputes existing at the
time of the arbitration and for which arbitration is permitted.


 


The number of arbitrators shall be three. The
seat of the arbitration shall be in Zurich. The arbitral proceedings shall be conducted in English. The arbitration shall be conducted
in accordance with the provisions for expedited procedure.


 


Article
32       Further Assurances


 


The parties hereto agree to do or cause to
be done all acts or things necessary to implement and carry into effect this Agreement to its full extent, including any kind of
public deed or official document which could be required according to the laws of Switzerland, the laws of the Territory or to
the laws applying to either HGI or the Trademark.


 


IN WITNESS THEREOF the parties hereto
have entered into this Agreement on the date and place set hereunder and have executed it in two originals, both of them together
constituting one and the same document.


 




     


    
	HUDSON Trademark licence agreement	Page 13 
	 	 




    

  


	Confidential treatment requested by the registrant for its submission of this draft registration 

statement pursuant to Securities and Exchange Commission Rule 83	HUD-228





For DIAG:


 


DATED at Basel this __ day of ______________
2017


  


	Signature:	 	 	Signature: 	 	 
	Name:	Julian Diaz	 	Name:	Andreas Schneiter	 
	Title:	Director	 	Title:	Director	 


 


For HGI:


 


DATED at _____________ this __ day of
______________ 2017


 


	Signature:	 	 	Signature: 	 	 
	Name:	 	 	Name:	 	 
	Title:	 	 	Title:	Director