adidas 

February 15, 2013 

Mette Dam gaard 

Vice President 

Head of Legal Department 

ECCO Sko A/S 

Industritivej 5 

6261 Bredebro 

Denmark 

+45 74 91 16 25 

Re: adidas/ECCO Letter Settlement Agreement 

Dear Ms. Damgaard: 

This letter sets forth the agreement (the "Letter Agreement") between adidas AG, on 

behalf of itself and its affiliates, including adidas America, Inc. and adidas International 

Marketing B. V. (collectively, "adidas"), on the one hand, and ECCO Sko A/S on behalf of 

itself and its affiliates (collectively, "ECCO"), on the other hand, regarding the ECCO 

Women's Biom Golf footwear depicted below that ECCO has offered for sale and sold (the 

"Disputed Footwear"). 

adidas International 

Marketing BV 

Atlas Arena - Afrika Building 

Hoofoorddreef 9a 

1101 BAAmsterdam 

The Netherland!i 

T +31 ·20·5734573 

F•31·2004701986 

Exhibit 12 

Page 1 of 4

Case 3:16-cv-00684-SI Document 1-13 Filed 04/20/16 Page 1 of 4
adidas 

GROUP 

page 2 

In consideration of the mutual promises and obligations contained in this Letter 

Agreement, and for other good and valuable consideration, the receipt and sufficiency of 

which is acknowledged, adidas and ECCO, intending to be legally bound, agree to the terms 

contained in this Letter Agreement. This Letter agreement is made and entered into as of the 

date executed by ECCO below (the "Effective Date"). 

For many years, adidas exclusively and continuously has used in commerce a threestripe design on footwear and apparel, which is the subject of numerous valid and subsisting 

federal trademark registrations, including U.S. Registration Nos. 870,136, 961 ,353, 1,815,956, 

1,833,868, 2,016,963, 2,058,619, 2,278,589, 2,278,591, 2,284,308, 2,909,861, 2,999,646, 

3,029, 127, 3,029, 129, 3,029, 135, 3,063,742, 3,063,745, 3,087,329, 3, 183,656, 3, 183,663, 

3,236,505 (collectively, the "Three-Stripe Mark"). 

adidas and ECCO entered into a previous settlement agreement concerning the use of 

stripes on footwear, which is dated April 20, 20 I 0 (the "Prior Settlement Agreement"). 

Nothing in this Letter Agreement amends, modifies, or in any way affects the Prior Settlement 

Agreement. 

ECCO represents and warrants that it ( 1) has ceased all future production of the 

Disputed Footwear; and (2) has approximately 13,591 units of the Disputed Footwear 

remaining in its inventory (the "Inventory"). 

ECCO and its customers may sell the Inventory in the ordinary course of business 

through and including July 31, 2013. After July 31 , 2013, any remaining Inventory, samples, 

and marketing, promotional, and advertising materials must be destroyed by ECCO. Upon 

destruction, ECCO shall deliver to adidas written confirmation of the destruction of the 

Inventory, stating the time, place, and manner in which the Inventory was destroyed. If a 

customer of ECCO after July 31, 2013 has a few products remaining in stock, the resell of 

such shall not be deemed a breach by the customer or ECCO and ECCO shall not be liable for 

recall of such products. 

adidas and ECCO acknowledge that a material misrepresentation or a material breach 

of any portion or paragraph of this Letter Agreement or the Prior Settlement Agreement by 

ECCO would result in irreparable injury to adidas, and that it would be difficult or impossible 

to establish the full monetary value of such damage. Therefore, in the event of such a breach, 

in addition to any available monetary damages, adidas will be entitled to injunctive relief to 

cover its costs, including reasonable attorneys' fees. 

adidas and ECCO will keep the contents of this Letter Agreement confidential, and will 

not disclose its terms to anyone, except to professional advisors, or as necessary in any tax or 

court filing. Additionally, either party may disclose the terms of this Letter Agreement, in 

Exhibit 12 

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Case 3:16-cv-00684-SI Document 1-13 Filed 04/20/16 Page 2 of 4
adidas 

GROUP 

page 3 

whole or in part, in bringing an action for breach of any provision of this Letter Agreement. 

adidas and ECCO further acknowledge that each party may be required to disclose the terms 

of this Letter Agreement in the context of litigation involving persons who are not parties to 

this Letter Agreement; adidas and ECCO agree, however, to exercise reasonable efforts to 

ensure that any disclosure in the context of such other litigation is made only pursuant to an 

appropriate protective order. Neither adidas nor ECCO, nor their counsel, may seek to 

publicize or comment to the press concerning the parties' dispute regarding the Disputed 

Footwear or the terms of this Letter Agreement. 

adidas and ECCO acknowledge that no person or any other entity has made any 

promise, representation, or warranty whatsoever, expressed, implied, or statutory, not 

contained in this Letter Agreement, concerning the subject matter of this dispute, to induce the 

execution of this Letter Agreement. adidas and ECCO further acknowledge that they, or their 

authorized representative, have executed this instrument without reliance on any promise, 

representation, or warranty not contained in this Letter Agreement. adidas and ECCO have 

consulted with legal counsel or have had the opportunity to do so. adidas and ECCO have 

read and understand all of the terms and conditions of this Letter Agreement. 

This Letter Agreement is global in scope and is binding on and inures to the benefit of 

adidas and ECCO and each of their respective directors, officers, agents, employees, 

stockholders, representatives, attorneys, successors, and assigns. This Letter Agreement must 

be governed by and construed in accordance with the laws of the United States of America and 

the State of Oregon, without regard to its conflicts of law provisions. 

The invalidity or unenforceability of any paragraph or provision of this Letter 

Agreement will not affect the validity or enforceability of the remainder of this Letter 

Agreement, or the remainder of any paragraph or provision. This Letter Agreement must be 

construed in all respects as if any invalid or unenforceable paragraph or provision were 

omitted. 

This Letter Agreement may not be altered, amended, or modified, except in a writing 

signed by both parties. The waiver of any breach of any term of this Letter Agreement by 

either party will not be deemed a waiver of any subsequent or prior breach. Neither adidas nor 

ECCO will be deemed to have waived any breach of any term of this Letter Agreement, 

except as set forth in writing. 

This Letter Agreement is a fully negotiated document. It is deemed to have been 

jointly drafted by adidas and ECCO, and it is not to be strictly construed against either party as 

the draftsperson. 

Exhibit 12 

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Case 3:16-cv-00684-SI Document 1-13 Filed 04/20/16 Page 3 of 4
adidas 

GR~.UF 

poge4 

Please indicate ECCO's agreement to the terms set out in this Letter Agreement by 

signing it in the designated place below on behalf of ECCO. By signing this Letter Agreement 

for ECCO you warrant and represent that you have full authority to execute and perform this 

Letter Agreement on behalf of ECCO. This Letter Agreement will become binding on the 

parties as of the date indicated next to the signature of ECCO below, which will be the 

Effective Date. 

By: ~ndr eas Wortmann 

Tit : 0 . . . Executive Vice President 

Brand & Products 

for ECCO Ska A/S 

I 

MAAA\ 

bek-Clemmensen 

For ECCO Ska A/S 

Dated: c('!>}Zu l~ 

AGREED TO: 

~~ ~ ~ "J_~f-- By: Tim Behean 

Title: General Counsel, Group Intellectual 

Property 

For adidas AG and adidas America, Inc. 

Dated: i~ Fs~ ·2<.J t'~ 

Exhibit 12 

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