zmtp_ex1020





 







Exhibit 10.20


 



CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT
BECAUSE IT IS BOTH (I) NOT MATERIAL TO THE REGISTRANT AND (II)
WOULD BE COMPETITIVELY HARMFUL TO THE REGISTRANT IF PUBLICLY
DISCLOSED. REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY
[***].


 


TRADEMARK
LICENSE AGREEMENT – AMENDMENT 4


 



THIS AMENDMENT is made on March 27, 2020
between:


 



(1) 

MOTOROLA MOBILITY
LLC., a Delaware corporation, having its principal its principal
office at 222 West Merchandise Mart Plaza, Chicago, IL 60654, USA
(“Motorola”); and






 



(2) 

ZOOM TELEPHONICS,
INC., a Delaware Corporation having its principal office at 225
Franklin Street, Boston MA 02110 USA, and its wholly owned
subsidiary MTRLC LLC, a Delaware limited liability company, having
an office at 160 Greentree Drive, Suite 101, Dover, Delaware 19904
USA (“Licensee”).






 


WHEREAS,
Licensee and Motorola entered into a Licensee Agreement for cable
modems and gateways, effective January 1, 2016 (the
“Agreement”), and;


 


WHEREAS,
the Parties intend to amend the Agreement upon the terms and
conditions contained herein.


 


NOW,
THEREFORE, in consideration of the promises and covenants set forth
herein, the adequacy of which is hereby acknowledged, the Parties
hereto agree as follows:


 




1.

Exhibit A to the
Agreement shall be deleted in its entirety and replaced with the
Attached Exhibit A.






 




2.

The terms of the
Agreement shall remain in full force and effect except as
specifically amended herein. Defined terms, not otherwise defined
herein, shall have the same meaning as set forth in the
Agreement.






 




3.

This Amendment is
binding on the respective parties, their permitted successors in
interest, assignees, executors, administrators and heirs of the
parties.






 




4.

This Amendment may
be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when
executed will be deemed to be an original but all of which taken
together will constitute one and the same agreement. This Amendment
may be executed and delivered by electronic mail (email) or
facsimile copies, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.






 




 

1








 






 


 


IN
WITNESS WHEREOF, the Parties haves caused this Amendment to be
executed by their duly authorized representatives on the dates
indicated below:


 


	

MOTOROLA
MOBILITY LLC.

	

ZOOM
TELEPHONICS, INC


 


	

 


By:
/s/ David C.
Carroll                                                       


David
C. Carroll

	

 


BY:
/s/ Joe
Wytanis                                                       


Joe
Wytanis


	

Title:
Executive Director, Brand Licensing

	

Title:
President and CEO


	

 


Date:
3/26/2020 ___________________________

	

 


Date:
3/26/2020







 


 




 

2








 







EXHIBIT A



(Revised by Amendment #4)


 



License between Motorola and Zoom Telephonics, Inc.


 



Products:




1)

Modems—Consumer-Grade broadband
cable, DSL/ADSL/VDSL and cellular modems, including standalone
modems; modems containing routers
(i.e. gateways); and set-top boxes containing
modems.








2)

Routers—Consumer-Grade routers,
including wireless (Wi-Fi), wired, and routers with built-in Modems
(i.e. gateways).








3)

Wi-Fi Range
Extenders—Consumer-Grade Wi-Fi range
extenders.








4)

MoCa Adapters—Consumer-Grade

“Multimedia over Coax” adapters
for distributing internet access over coaxial TV cabling, with or
without WiFi capability.








5)

Powerline Network
Adaptors—Consumer-Grade home powerline network
adaptors (i.e. a device that extends wired or wireless broadband
connections to an AC outlet using the existing electrical
wiring).








6)

Wireless Access
Points—Consumer-Grade wireless access points (i.e.
networking
hardware devices that
allow a Wi-Fi enabled device to
connect to a wired network). 






 


All of
the foregoing are subject to the following:




1)

“Consumer-Grade”
shall mean the product is designed, marketed, and sold for use by
consumers for their personal, family or household use, consumption
or enjoyment.








2)

Cellular modems and
routers shall not be designed or marketed for use as a fixed antenna or receiver within
automobiles to enable Wi-Fi connections within the
automobile.








3)

Modems may or may
not include voice, Packetcable, or EMTA capability, provided such
modems shall not be marketed or bundled with wireless, corded or
cordless phones, or otherwise as an end-to-end solution for making
phone calls.








4)

Modems, Routers and
Gateways may include wireless home automation protocols, such as
Zigbee, Z-Wave, Thread, and BLE, provided such Modems, Routers and
Gateways are not designed, advertised, marketed, sold or otherwise
intended for use as a stand-alone home hub or smart speaker (e.g.
Amazon Echo, Google Home, Lenovo Smart Display, Sonos
One).






 



Territory: Worldwide


 



Authorized Channels:




1)

Direct to Consumer
Channels: Sales to consumers via retail stores, including
department stores (e.g. Macys), chain consumer electronics stores
(e.g. Best Buy), cable operator stores (e.g. Comcast), online and
etailers (e.g. Amazon.com, Motorolahome.com), warehouse clubs (e.g.
Costco), Shop-at-home TV channels (e.g. QVC) and general
merchandise stores (e.g. Walmart), and other direct-to-consumer
sales, either directly or indirectly via a distributor, but
specifically excluding deep discount retailers, and liquidators
(e.g. Big Lots).








2)

Service Provider
Channels: Sales directly or indirectly via a distributor (e.g.
Ingram) to Service Providers (as defined below) for use as part of
a bundled service offering to a consumer. “Service
Provider” shall mean entities that are primarily engaged in
the provision of a) broadband cable internet services to residential
consumers (e.g., Comcast, Cox, AT&T, Verizon); or b) mobile
communications services to residential consumers (e.g. AT&T,
Verizon, Sprint, T-Mobile).






 


 




 

3








 






 


 



Royalty Rate:


 




●

[*]% of Net Sales
for Products sold directly or indirectly in [***] ([*]% of Net
Sales for Products sold directly or indirectly in [***]) for use in
[***********************].






 




●

[*]% of Net Sales
for Products sold for use in the rest of the World.






 





Minimum Royalty: $39.6 million, broken down as
follows:


 




●

2016:
$2M








●

2017:
$3M








●

2018:
$3.5M








●

2019:
$4.5M








●

2020:
$5.1M








●

2021:
$4.3M








●

2022:
$4.3M








●

2023:
$4.3M








●

2024:
$4.3M








●

2025:
$4.3M






 



Set-Up Fee: $[***], paid January 2016.


 



Term: January 1, 2016 – Dec 31, 2025


 



Sales Year: Jan. to December 31.


 


 




 

4