**THE LVMH AGREEMENT**

THIS AGREEMENT is dated 12 October 2004 and made

BETWEEN

INTER PARFUMS, S.A., a company incorporated under the laws of France, having its principaloffice at 4, rond point des Champs-Elysées, 75008 Paris, France ("IPSA"); and

INTER PARFUMS, INC. a company incorporated under the laws of the State of Delaware, having itsprincipal office at 551 Fifth Avenue, New York, NY 10176-0198, USA ("IPInc"); and

BURBERRY LIMITED, a company incorporated under the laws of England having its registeredoffice at 18/22 Haymarket London SW1Y 4DQ ("Burberry"); and

LV CAPITAL, USA, INC. a company incorporated under the laws of the State of Delaware ("LVCapital") Two Park Avenue, Suite 1830, New York, New York 10016, USA; and

PHILIPPE BENACIN of 31 Avenue Kleber 75016 Paris France; and

DANIEL PIETTE of 18, rue François 1er, 75008 Paris France; and

JEAN CAILLIAU of 18, rue François 1er, 75008 Paris France ; and

PHILIPPE SANTI of c/o Inter Parfums, S.A., 4-6 Rond Point de Champs-Elysees, 75008 Paris,France ; and

JEAN MADAR of 1 Rue de Mareshal Harispe 75007 Paris France.

In consideration for the payment by Burberry of the sum of ten (10) euros to each of the other partiesto this Agreement, the parties to this Agreement hereby agree as follows:

 

1.	**Definitions**

1.1	In this Agreement the following terms have the following meanings:

"**Information**"                 means any and all information (in any form) relating to thebusiness or affairs of Burberry which is:

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(A)	confidential or secret; or

(B)	information whose use or disclosure mightdetrimentally affect Burberry's business, goodwill orother legitimate interests

which shall include but not be limited to any and allinformation concerning:

(1)	proposed, possible or intended openings oracquisitions of Burberry retail outlets (includingdepartments, concessions, sections or corners in aretail store);

(2)	proposals or intentions for Burberry to beginsupplying any products to any person, firm orcompany;

(3)	Burberry's business plans, intentions or objectives;

(4)	proposed, contemplated or actual changes ofBurberry personnel and/or officers;

(5)	product and/or geographic markets targeted orcontemplated by Burberry;

(6)	proposed or intended brand names of any Burberryproduct;

(7)	product development by or on behalf of Burberry;

(8)	the identity of any proposed or possible licensee ofBurberry; and/or

(9)	the trading performance of Burberry (other than inrelation to Licensed Products)

but which shall not include:-

(i)	Permitted Information; or

(ii)	Information which can be demonstrated by IPSA tohave been publicly available (i.e. in the public domain)as at the date of receipt by IPSA or to have becomepublicly available (i.e. entered the public domain)subsequently other than as a direct or indirect resultof any infringement of the Licence Agreement or thisAgreement;

"**Control"**	means the power to direct the affairs of another, whether bycontract, the ownership of shares, or otherwise; and"**Controls**" and "**Controlled**" shall be construedaccordingly;

"**Licence Agreement**"	means the Licence Agreement dated [		] betweenBurberry, IPSA and IPInc;

**"Licensed Products"** 	means the licensed products as defined in the LicenceAgreement;

**"LVMH"** 	means LVMH Moet Hennessy Louis Vuitton S.A., a Frenchsociete anonyme;

**"LVMH Affiliate"** 	means a corporation, entity or person which directly orindirectly Controls or is Controlled by or is under commonControl with LVMH and/or LV Capital;

**"LVMH Representatives"** 	means those directors of IPInc from time to time who areProhibited Persons or are nominated or appointed by, or whorepresent, LVMH, LV Capital and/or any LVMH Affiliate; thecurrent LVMH Representative being Daniel Piette and JeanCailliau;

**"Permitted Information"** means:

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(A)	any and all financial data relating to IPSA, including but not limited to all accounts;sales figures; net sales; quarterly accounts; annual accounts; cost of goods;development costs; marketing, promotion and advertising expenses of IPSA andIPSA's projections and forecasts;

(B)	details of any allegations, claims or notices by or to Burberry from time to time (and atany time) of any breach of, default under, or cure of such breach or default under theLicence Agreement;

(C)	details of any proposed modifications or amendments to the Licence Agreement fromtime to time (and at any time); and

(D)	such other information as Burberry may from time to time at its absolute discretionagree in writing; and

**"Prohibited Person"** means each of:

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(A)	LV Capital;

(B)	LVMH;

(C)	any LVMH Affiliate;

(D)	any person, firm or company who is at the relevant time employed by or arepresentative, advisor, agent, consultant or officer of LV Capital, LVMH and/or anyLVMH Affiliate; and

(E)	the LVMH Representatives.

2.	**Information**

2.1	Without prejudice to clause 26 of the Licence Agreement, each of IPInc, IPSA, PhilippeBenacin, Jean Madar and Philippe Santi shall:

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(A)	not directly or indirectly disclose (and shall ensure that no person, firm or company willdirectly or indirectly disclose) any Information to any Prohibited Person at any time;

(B)	not use (and will not permit, authorise or enable any person, firm or company to use)any Information for any purpose other than the proper performance of the LicenceAgreement by IPSA; and

(C)	ensure that:

(1)	all the directors of IPSA;

(2)	all the directors of IPInc; and

(3)	everyone working at or for IPSA or IPInc in relation to the Licensed Productsand/or Burberry from time to time

is aware of the obligations contained in this Paragraph 2.1 and shall comply with themat all times as if they were each individually a party to this Agreement,

provided that Information may be disclosed to any Prohibited Person if and to theextent required by any applicable legal or regulatory requirement, but only if IPSA orIPInc first notifies Burberry promptly of the nature and extent of (and reason for) therequired disclosure and gives Burberry reasonable opportunity to object and/or toobtain an appropriate order or confidentiality agreement.

2.2	No LVMH Representative nor any other Prohibited Person shall, and each of IPInc, IPSA,Philippe Benacin, Jean Madar and Philippe Santi shall procure that no Prohibited Personshall:

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(A)	attend any meetings with Burberry (nor any of Burberry's employees, officers and/oragents) relating directly or indirectly to the Licence Agreement or any of the LicensedProducts; nor

(B)	attend any meetings or participate in discussions if and to the extent that they relate tothe operation of the Licence Agreement,

without Burberry's prior Withitten consent; but either or both of the LVMH Representatives mayattend any meeting and/or participate in any discussion to the extent that PermittedInformation is discussed or disclosed, provided that no other issues concerning the operationof the Licence Agreement shall be discussed at that meeting in the presence (whetherphysical, audible or electronic) or with the participation of either or both of the LVMHRepresentatives.

2.3	IPSA, IPInc, Philippe Benacin and Jean Madar will ensure that:

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(A)	all issues concerning the proper day to day performance of the Licence Agreement byIPSA (including design, product development, marketing, promotion, advertising etc)will be dealt with by IPSA alone and (save for the disclosure and discussion ofPermitted Information) without reference to IPInc;

(B)	all issues relating to Burberry and/or the Licence Agreement which (subject toParagraphs 2.1 and 2.3(A) above) are reported back or referred to IPInc by IPSA(except for Permitted Information) shall be handled exclusively by a committee ofIPInc executives, which shall not include either of the LVMH Representatives or anyother Prohibited Person; and

(C)	no member of that committee shall report or disclose (or permit the disclosure of) anyInformation to any Prohibited Person.

2.4	Without prejudice to Paragraphs 2.1 to 2.3 above, if (despite those Paragraphs) anyInformation is disclosed to or obtained by either of the LVMH Representatives, neither of theLVMH Representatives shall disclose that information to any other Prohibited Person(including but not limited to the other LVMH Representatives), nor use it (nor permit it to beused) for any purpose other than the proper performance by IPInc and/or IPSA of itsobligations under the Licence Agreement or any other purpose which is essential in order toperform the fiduciary duties of the LVMH Representatives as directors of IPInc.

2.5	Each of IPInc, IPSA, Philippe Benacin and each of the LVMH Representatives shall executeand deliver to Burberry within 30 days after the end of each calendar year a certificate ofcompliance substantially in the form set out in the schedule to this Agreement and it shall bea material breach of this Agreement if:

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(A)	any of them has not issued such a certificate within that time period and fails to do sowithin 30 days after Burberry has notified IPInc and IPSA in writing of that failure;and/or

(B)	any such certificate is false or misleading in any material respect.

3.	**Board Representation on IPSA**

3.1	IPInc, Philippe Benacin and Jean Madar shall ensure that:

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(A)	no Prohibited Person shall appoint or nominate or seek to appoint or nominate(directly or indirectly) any director or officer of IPSA; and

(B)	no Prohibited Person, nor any employee, officer, agent or representative of anyProhibited Person, will become a director or officer of IPSA, unless they do so as partof a bona fide acquisition by IPSA of the business of an LVMH Affiliate and oncompletion of that acquisition the relevant person ceases to be an employee, officer,agent or representative of the LVMH Affiliate and becomes a full time officer oremployee of IPSA.

provided that this Paragraph 3.1 shall not limit the performance by the LVMH Representativesof their fiduciary duties as directors of IPInc.

3.2	LV Capital shall not appoint or seek to appoint or nominate (directly or indirectly) any directoror officer of IPSA; and

3.3	No LVMH Representative shall be appointed or serve as a director or officer of IPSA.

4.	**Notice**

4.1	Any notice to be given under this Agreement shall be in writing and shall be deemedsufficiently given to the party to be served if it is:

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(A)	delivered by hand; or

(B)	sent by courier provided the service used is such that sender receives a receiptindicating successful delivery,

to the following addresses:

Burberry: 	St. Albans House, 10 St. Albans Street, London SW1Y 4SQ, UnitedKingdom

IPSA:		4, rond point des Champs Elysees, 75008 Paris, France

IPInc:		551 Fifth Avenue, New York, NY 10176 USA.

Philippe Benacin/and or Philippe Santi:	c/o IPSA at the address given above

Jean Madar/and or LVMH Representative:	c/o IPInc at the address given above

or to such other address(es) as may be notified from time to time in accordance withthis Agreement.

5.	**General Provisions**

5.1	The rights and remedies contained in this Agreement are cumulative and not exclusive of anyother rights or remedies, whether provided by law, equity or otherwise.

5.2	This Agreement constitutes the entire agreement between the parties with respect to itssubject matter and (other than the Licence Agreement) supersedes all prior agreements andunderstandings (both oral and written) between the parties with respect to the subject matterof this Agreement.

5.3	Nothing in this Agreement shall constitute or be deemed to constituted a partnership betweenthe parties or to make one party the agent of another for any purposes.

5.4	Each party represents and warrants to the other parties that it has the full right, power andauthority to enter into this Agreement and to perform all of its obligations under it.

5.5	No amendments to or modifications of any of the provisions of this Agreement shall beeffective unless they are in writing and signed by the parties (if they are individuals or theirduly authorised representatives (if they are companies).

5.6	No forbearance, indulgence or relaxation shown or granted by Burberry to any other party inenforcing any of the terms of this Agreement shall in any way affect, diminish, restrict,operate as or be deemed to be a waiver of any breach of any of those terms by any otherparty.  No single or partial excuse of any right or remedy under this Agreement shall preventany further exercise of the right to remedy or the exercise of any other right or remedy.

5.7	Each party shall bear its own costs in relation to the negotiation and preparation of thisAgreement.

5.8	This Agreement shall be subject to and construed in accordance with English law.  TheEnglish Courts shall (subject as mentioned below) have exclusive jurisdiction to determineany disputes which may arise out of, under, or in connection with this Agreement, providedthat nothing contained in this Agreement shall prevent Burberry from obtaining any injunctiveor other similar relief which may be available to it in the Courts of any other jurisdiction orstate in any particular case and the other parties each submit to the jurisdiction of any suchcourt.  It is acknowledged that damages would not be an adequate remedy for a breach ofthis Agreement.

5.9	This Agreement may be executed in any number of counterparts, each of which whenexecuted shall be an original, but all the counterparts shall constitute one and the sameinstrument.

IN WITNESS WHEREOF THE DULY AUTHORISED REPRESENTATIVES OF THE PARTIESHAVE EXECUTED THIS AGREEMENT ON THE DAY FIRST BEFORE WRITTEN.

SIGNED for and on behalf ofBURBERRY LIMITED by:Signature:Name:Title:

 

SIGNED for and on behalf ofINTER PARFUMS, S.A. by:Signature:Name:Title:

 

SIGNED for and on behalf ofINTER PARFUMS, INC. by:Signature:Name:Title:

 

SIGNED for and on behalf ofLV CAPITAL, USA, INC by:Signature:Name:Title:

 

SIGNED by JEAN MADARSignature:

 

SIGNED by PHILIPPE BENACINSignature:

 

SIGNED by PHILIPPE SANTISignature:

 

SIGNED by DANIEL PIETTESignature:

 

SIGNED by JEAN CAILLIAUSignature:

**SCHEDULE**

**Certificate of Compliance**

To:	Burberry Limited

18-22 The HaymarketLondon SW1Y 4DQ

FAO:	General Counsel

Dated [...] 20[...]

**CERTIFICATE OF COMPLIANCE**

1.I/We refer to the Confidentiality Agreement dated [...] 2004 between Burberry Ltd, Inter Parfums,S.A., Inter Parfums, Inc., Philippe Benacin, Jean Madar, Philippe Santi, Daniel Piette, JeanCailliau and LV Capital, USA, Inc (the "**Confidentiality Agreement**").

2.I/We hereby certify and confirm to Burberry Limited that all the provisions of Paragraph 3 of theConfidentiality Agreement were complied with in full during the year.

3.I/We are fully aware of the consequences if this certificate is false or misleading in any materialrespect.

 

*[For individuals]                                                                                       [For Inter Parfums S.A./Inc.]*

Signed by:                                                                                                   Signed by:

Name:...................................................                                                     Name:...................................................

                                              Title:......................................................

Signature:..............................................                                                     Signature:..............................................

                                                                                                                            Duly authorised for and on behalf of

**                                                                                                                            INTER PARFUMS SA/INC**

in the presence of:

Name of witness:........................................................................................................Address of witness.......................................................................................................Occupation of witness...................................Signature of witness.......................................