exv10w15



 





Exhibit 10.15




TRADEMARK LICENSE




          The parties to this Agreement are LaCrosse Footwear, Inc., 18550 N.E. Riverside Parkway,
Portland, Oregon 97230-4975 (“Licensee”) and W. L. Gore & Associates, Inc., 555 Paper Mill Road,
P. O. Box 9329, Newark, Delaware 19714-9329 and W. L. Gore & Associates GmbH, Hermann Oberth
Strasse 22, D-85640 Putzbrunn, Germany hereinafter collectively referred to as “Gore”.




          Licensee is engaged in the marketing of certain high quality articles which incorporate
advanced fabrics and construction technologies. Gore manufactures certain technologically advanced
fabrics and possesses know-how useful in the design, construction, manufacture and supply of
articles incorporating its fabrics and other products. Gore is also the owner of a trademark or
trademarks listed in the Trademark Attachment to this Agreement (the “Mark”). Gore has agreed to
license the Mark for use on some of Licensee’s articles which incorporate Gore’s products, for
certain mutually agreed end uses and in certain geographic markets, on the terms and conditions set
forth below.




          1. Subject to the terms of this Agreement, including its Attachment and the Standards
referenced herein, Gore grants to Licensee a non-exclusive, non-transferable License to use
the Mark,The Mark may be used only on products that are of styles and constructions which have been
approved in advance by Gore, and meet the Quality Standards communicated separately to Licensee. These
items are hereinafter referred to as “Product” or “Products.” Licensee acknowledges that styles,
materials, standards, warranties, consumer expectations, brand recognition, etc., may be different in
different markets. Therefore, Licensee agrees that it will sell its Products only for use or resale
within the product end-use and geographic markets for which the Products are appropriate as indicated on the
Trademark Attachment and that all Products will bear the appropriate
Mark as identification. In consideration for this License, Licensee agrees to honor the conditions hereof.




          2. Licensee recognizes Gore’s ownership of the Mark and the validity of this License.
Licensee agrees to do nothing inconsistent with such ownership or to challenge the validity of
this License.Licensee further agrees not to use the Mark in any way not specifically permitted by this
License. In the event Gore seeks to register the Mark in any country, Licensee agrees to cooperate with Gore
in that effort and to provide reasonable assistance to Gore, at Gore’s expense, to register the Mark
in Gore’s name in that country. In the event Gore wishes to have this License recorded or registered
with any public authority, Licensee agrees to cooperate with Gore therein.




          3.
Licensee agrees that Gore may take all reasonable steps necessary to continuously monitor the quality of the Products.





	 	(a)	 	Such steps may include, but are not limited to,
inspection of manufacturing operations for Products, inspection and approval of designs, and testing
prototypes or samples of Products submitted to or otherwise obtained by
Gore. Gore will maintain such designs, prototypes and samples in confidence.
	 
	 	(b)	 	Unless waived under a specific applicable quality
standard, it is Licensee’s responsibility to obtain Gore’s prior written approval of each separate
Product under Gore’s quality standards prior to the production of Products in
commercial quantities. It is Licensee’s responsibility to make sure that any certified
manufacturer it uses adheres to the appropriate quality standards.
	 
	 	(c)	 	Licensee agrees to give Gore reasonable advance notice of
any change in design, materials, or manufacturing process affecting the quality or
performance of the licensed products, or manufacturing location for an approved style
and such change must be approved in writing by Gore before the Mark may be
applied to Products incorporating such change.




1









 






	 	(d)	 	Gore will exert its best efforts to ensure it does not impede the
regular design or production schedule for Products. Licensee agrees that it
will have all Products manufactured only by a manufacturer certified by Gore
for the manufacture of Products.





          4. Licensee represents and warrants to Gore that all Products produced hereunder shall
conform to all applicable specifications and standards, including those set forth in the
Quality Standards which are furnished to it by Gore; shall be free from defects; and shall be merchantable and
fit for the purpose for which they are intended.




          5. If for any reason Licensee, or any certified manufacturer acting on Licensee’s behalf,
produces Products which do not meet Gore’s quality standards, those Products shall be disposed
of only in a manner approved in writing by Gore, and all labels and tags identifying Gore or the Mark
will be removed.




          6. Licensee agrees to use the Mark only in the manner set forth in the guide for the
proper use of the Mark provided by Gore and, if the Mark is to be used in any manner
instructions for which are not contained in such instructions. Licensee shall seek Gore’s prior written
approval and advice regarding the intended usage. This License expressly includes the right to use the Mark in
advertising and promotional materials. Licensee acknowledges that all tags and labels furnished by Gore
are and shall remain the property of Gore until incorporated into a Product which is sold.




          7. Licensee understands and agrees that approval to use the Mark in conjunction with a
particular brand or label owned by Licensee or any third party is limited to brands or labels
as identified on the Trademark Attachment.




          8. Any material change in the record or beneficial ownership of Licensee shall constitute
an attempted transfer of this License which Gore may or may not, in its sole and absolute
discretion, approve.




          9. The failure of either party to insist upon strict adherence to any term of this Agreement
on any occasion or for any period of time shall not be considered a waiver, nor shall such
failure deprive that party or limit its exercise of the right thereafter to insist upon strict adherence to
that term or any other terms of this Agreement.




	 	 	 	 	 	 	 	 	 
	 

	 	 	10.	 	 	(a)
	 	This Agreement shall take effect on the date indicated below and shall
continue in force for one (1) year from that date. This Agreement may be terminated by
either party at any time thereafter by giving one hundred eighty (180) days’
advance written notice. If this Agreement is not so terminated, then it
shall automatically be renewed for successive one (1) year periods, subject
to earlier termination as provided herein.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)
	 	This Agreement may be terminated at any time by an
agreement in writing signed by both parties.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(c)
	 	In the event of a breach of this Agreement by either
party at any time, this Agreement may be terminated by the other party by giving thirty (30) days’
written notice specifying the breach, provided, however, that the breaching party
shall have the opportunity to cure the specified breach within that thirty (30)
day period to the satisfaction of the other party, in which case this Agreement shall
remain in effect.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(d)
	 	Gore may terminate this Agreement at any time if
Licensee fails to pay any amounts due Gore in full and in a timely
fashion.






          11. Upon termination of this Agreement, Licensee undertakes





2









 









	 	(a)	 	to immediately stop any use of the Mark, including manufacturing,
distributing,
selling, or in any way dealing with any Products, or any item (e.g. carton,
container, packing or wrapping material, or advertising, promotional, tags or
display material) pertaining to the Products, which display either the Mark
or
Gore’s name, housemark or device. Any then-existing stock of Products that
comply with Gore’s quality standards may be sold by Licensee until exhausted
or
within six (6) months after termination, whichever shall first occur; and
	 
	 	(b)	 	to return to Gore or to destroy, at Gore’s option, all
labels, labeling and printed material bearing the Mark; and not use any trademarks similar to the Mark,
and
all specifications and all other materials or documents sent to Licensee, any
written material of Licensee that contains confidential Information of Gore,
and
any Products which Licensee may then have in its possession or control; and
	 
	 	(c)	 	not to claim that the use of the Mark by Licensee has
created any right, title or interest in or to the Mark on Licensee’s part; and
	 
	 	(d)	 	to take whatever steps are necessary to ensure that the
Mark and all goodwill connected with the Mark remain Gore’s property; and
	 
	 	(e)	 	at Gore’s option return to Gore any then existing stock
of materials which have been furnished by Gore that Gore wishes to repossess for a fair and
reasonable price not to exceed the price paid for such materials by Licensee to Gore.





          12. All materials, documents, information and equipment which either party supplies or
discloses to the other party, whether in writing or orally, which is identified as
confidential at the time of disclosure, shall be considered proprietary trade secrets of the disclosing party. The
receiving party agrees not to disclose any such matters to any third party without the disclosing party’s
advance written consent or to use it in any way detrimental to the
disclosing party’s interests. The receiving
party further agrees to make sure that the dissemination of such information among its employees is
restricted to those persons who are obliged to, maintain the confidentiality of the Information and have a
demonstrated need to have access to it to design, make, promote and sell Products. However, confidential
information subject to the restrictions of this paragraph shall not include:





	 	(a)	 	information currently in the public domain;
	 
	 	(b)	 	information which becomes public through no fault of the receiving party;
	 
	 	(c)	 	information previously known to the receiving party prior
to its disclosure to the
receiving party by the disclosing party, as shown by receiving party’s

contemporaneous written records; or
	 
	 	(d)	 	information disclosed to the receiving party by a third
party not in breach of any
agreement.




The obligations of each party under this paragraph will remain in full force and effect for three
(3) years following any termination of this Agreement.




          13. This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware, not including its choice of law provisions. The parties irrevocably
consent to the non-exclusive jurisdiction of the courts of the State of Delaware and the United States
District Court for the District of Delaware as the courts where any litigation concerning this Agreement or its
breach or termination may be brought. However, the parties may agree in writing to resolve any
controversy concerning this Agreement by binding arbitration at a mutually agreed location and under
mutually agreed arbitration rules. Any agreement to conduct such arbitration shall be in writing and shall be
signed by both




3









 




parties, and either party may withhold its consent in its sole and absolute discretion, with or
without cause. This Agreement is executed in the English language which shall be controlling
for all interpretations.




	 	 	 	 	 	 	 	 	 
	 

	 	 	14.	 	 	(a)
	 	The Quality Standards referenced in this Agreement
may be amended at any time by Gore’s sending a copy of the new Quality
Standard to Licensee. The changes shall be effective 180 days after the new
Standard is received by Licensee. Otherwise, this Agreement (including this
clause) may be amended only by a written document signed by both parties
dated after the date shown below.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)
	 	If any provision of this Agreement is held by any
court or administrative body to be illegal, invalid, void or unenforceable, all remaining provisions
shall remain in full force and effect while the parties negotiate in good faith to modify
the offending provision to make it valid while attempting to preserve, to the
maximum extent possible, the economic and legal benefits originally intended to
be received by each party.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(c)
	 	This Agreement is intended to be the full and final
written expression of the parties’ agreement on all subjects covered by it. The terms of this
Agreement may not be contradicted by evidence of any prior or contemporaneous oral
or written understanding between the parties or amended except in the manner
set forth above. For the purpose of interpreting, construing and
understanding this Agreement, it shall be deemed to have been drafted by both parties.






AGREED TO AND ACCEPTED




	 	 	 	 	 	 	 	 	 	 	 
	Licensee	 	 	 	Gore	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Lane Tobiasser
 

Lane Tobiasser
	 	 	 	By:
	 	/s/ Stephen Eshuster
 

 Stephen Eshuster
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	(Print Name)
	 	 	 	 	 	(Print Name)	 	 
	 

	 	2-25-03
	 	 	 	 	 	3-5-03	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	(Date)
	 	 	 	 	 	(Date)	 	 





With respect to Japan, JAPAN GORE-TEX, INC. (JGI) hereby grants to Licensee, on the same terms
and conditions set forth in this Agreement including the Trademark Attachment, a license with
respect to Mark(s) which are owned by JGI.




	 	 	 	 	 	 	 	 	 	 	 
	AGREED

	 	TO AND ACCEPTED	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	JAPAN GORE-TEX, INC.	 	 	 	Licensee	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Takashi Ando
 

Takashi Ando
	 	 	 	By:
	 	/s/ Lane Tobiasser
 

Lane Tobiasser
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	(Print Name)
	 	 	 	 	 	(Print Name)	 	 
	 

	 	3-13-03
	 	 	 	 	 	2-25-03	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	(Date)
	 	 	 	 	 	(Date)	 	 






JWB/jes
 TMLUS

December 14, 2001
 Attachment

Schedule: Licensed Trademarks




4









 





TRADEMARK ATTACHMENT




	 	 	 	 	 	 	 
	 	 	 	 	 	 	ADDITIONAL BRAND OR LABEL
	GORE’S TRADEMARK	 	PRODUCT AND END USE (QUALITY STANDARD)**	 	GEOGRAPHIC MARKET*	 	per Agreement Paragraph 7
	CROSSTECH®

	 	Footwear, addendum A1 (FQS8)

Footwear for structural firefighting,EMS,law enforcement (FQS9)
	 	European Economic Area

Japan (Danner only)

North America
	 	LaCrosse

Danner
	 
	 	 	 	 	 	 
	GORE-TEX BEST DEFENSE®

	 	Footwear for uniform duty (FQS10)
	 	European Economic Area

Japan (Danner only)

North America
	 	LaCrosse

Danner
	 
	 	 	 	 	 	 
	GORE-TEX® Black Diamond Logo

	 	Footwear for athletic walking and cross-hiking (FQS5)

Footwear for mountaineering, heavy work, hunting,rubber bottom, hiking

(FQS3)

Footwear for hard use (FQS1)
	 	European Economic Area

Japan (Danner only)

North America
	 	LaCrosse

Danner
	 
	 	 	 	 	 	 
	GORE-TEX GUARANTEED TO KEEP

YOU DRY®

	 	Footwear for athletic walking and cross-hiking (FQS5)

Footwear for mountaineering, heavy work, hunting, rubber bottom, hiking

(FQS3)

Footwear for hard use (FQS1)
	 	European Economic Area

Japan (Danner only)

North America
	 	LaCrosse

Danner








 




			
	*	 	License is applicable in countries where Mark is registered within this Geographic
Market area. Gore has registered the Marks covered in this Agreement in many countries
worldwide, and updates and/or expands those registrations on a regular basis. Licensee is
hereby notified that prior to beginning commercial activity in any country, Licensee must
confirm with Gore whether the Mark is registered in that country.
	 
	**	 	Identification of an article’s country of origin must be as required under applicable rules




5









 







SCHEDULE A





The schedules to this Agreement, which contain technical design and
manufacturing information, have been omitted and filed separately
with the Commission. Confidential treatment has been requested with
respect to the omitted schedules.





 









 





SCHEDULE B


GUIDE FOR PROPER
USE OF GORE’S TRADEMARKS


          W.
L. Gore & Associates owns many valuable trademarks that identify and distinguish our
products from those of other companies. Gore’s trademarks are well known to the end users and
signify that Licensees are buying quality, state-of-the-art products from a company with a
reputation for innovation, dependability, and integrity. Significant time, effort, and money have
been spent in the research, development, and promotion of these products.



          This Agreement provides the Licensee with the ability to use Gore’s trademark in the promotion
of Licensee’s products under the terms of the License Agreement. This is intended to provide
benefits to both Gore and Licensee. However, Licensee’s cooperation is required to assure that
Gore’s trademarks are correctly used.


          Trademarks can be lost if they are not used correctly. A trademark is lost when it becomes
generic and sneaks Into the language as a common name description of the product, as distinguished
from the source and identity of the product. If a trademark becomes generic, the original owner
loses exclusive rights to use the mark. Any competitor can then use the trademark and take
advantage of the advertising and promotion dollars spent by the former owner.



          Fortunately, it is fairly easy to protect Gore’s trademarks. Licensee need only comply with
the following rules of proper trademark usage. These serve as examples only. Licensee will
substitute licensed trademarks per Schedule B as appropriate.




	1.	 	Most importantly, a trademark is a proper adjective, NOT a noun or a verb. When used such as
in advertising, catalogues, promotions, brochures, hang tags, radio, etc., the trademark must
always be followed by a noun signifying its generic or common name. The trademark should never
be used alone when it appears in text.





	 	 	 	 	 
	 

	 	Right:
	 	“TRADEMARK” ® outerwear
	 

	 	Wrong:
	 	Outerwear made of “TRADEMARK”®







	2.	 	A trademark should always be used in a manner that will distinguish it from the surrounding
text. Capitalize trademarks completely, use initial caps with quotations, bold face type, or
italics. The generic product name should not be capitalized.





	 	 	 	 	 
	 

	 	Right:
	 	“TRADEMARK” ® outerwear
	 

	 	Wrong:
	 	“TRADEMARK” ® OUTERWEAR







	3.	 	Always follow the trademark with the appropriate trademark notice and footnote. The
appropriate trademark notice should appear at least once in each piece of printed matter,
preferably the first time the trademark appears. The footnote usually appears at the bottom of
the last page.





	 	 	 	 	 
	 

	 	Example:
	 	“TRADEMARK”® outerwear
	 

	 	Footnote:
	 	“TRADEMARK” is a registered
trademark of W. L. Gore & Associates, Inc.






     4. Trademarks should never be used in the possessive sense.



	 	 	 	 	 
	 

	 	Right:
	 	The popularity of “TRADEMARK”® outerwear
	 

	 	Wrong:
	 	“TRADEMARK’s popularity





Trademark Guide


1









 








SCHEDULE B (Continued)




GUIDE FOR PROPER USE OF GORE’S TRADEMARKS





	5.	 	Do not coin new words or terms for a trademark.





	 	 	 	 	 
	 

	 	Wrong:
	 	“TRADEMARKED” outerwear







	6.	 	Trademarks identify and distinguish our products from those of other companies, therefore,
Gore’s trademarks must not be combined or intermingled with the trademarks of other companies.





	 	 	 	 	 
	 

	 	Right:
	 	“TRADEMARK” ® outerwear by (Company’s Name)
	 

	 	 	 	“TRADEMARK” ® outerwear, the                     
collection from (Company Name)
	 
	 	 	 	 
	 

	 	Wrong:
	 	(Company Name) “TRADEMARK” ® outerwear
	 

	 	 	 	(Company Name)’s “TRADEMARK” ® outerwear







	7.	 	Trademarks should be followed by “®” or “TM” or no designation as appropriate for a given mark
and a given geographical market. Please contact your Gore representative to determine your
appropriate designation.





• /BJM


6/19/96
TML



Trademark Guide


2