EXHIBIT
10.143 - Certain confidential information in this Exhibit 10.143 was omitted and
filed separately with the Securities and Exchange Commission (“SEC”) with a
request for confidential treatment by Inter Parfums, Inc.




COLLABORATION
AGREEMENT




This Collaboration Agreement (this
“Agreement”) is made as of the 12th day of July 2010, by and between Clarins
U.S.A., Inc., a New York corporation with offices located at One Park Avenue,
New York, New York 10016 (“CUSA”) and Interparfums Luxury Brands Inc., a
Delaware corporation with offices located at One Park Avenue, New York, New York
10016 (“IPLB”).  CUSA and IPLB are sometimes individually referred to
herein as a “Party” and collectively referred to herein as the
“Parties.”





RECITALS





WHEREAS, subject to the terms
and conditions contained herein, the Parties have agreed to enter into this
Agreement for the purpose of promoting and developing sales of their respective
cosmetic and fragrance brands and, in connection therewith, the Parties shall
collaborate and provide to one another certain services and support as set forth
in this Agreement.





NOW, THEREFORE, in
consideration of the above recitals and the mutual covenants hereinafter set
forth, the Parties hereby agree as follows:





1.
Definitions.





As used
herein, each of the following capitalized terms shall have the following
meanings ascribed to them:





1.1           “Administrative
Services” shall mean the warehousing, distribution and general and
administrative services more particularly described on Exhibit A attached
hereto.





1.2           “Affiliate”
shall mean a person or entity that directly, or indirectly, through one or more
intermediaries, controls or is controlled by, or is under common control with, a
Party.  The term “control” (including, with correlative meanings, the
terms “controlled by” and “under common control with”) means the possession of
the power to direct the management and policies of a Party, whether through
ownership interests, by contract or otherwise.





1.3           “Boutiques”
shall mean freestanding retail stores operated under a trademark or trade name
associated with one of the CFG Brands or IPLB Brands and at which the CFG Brand
Products or the IPLB Brand Products are sold.





1.4           “CFG
Division” shall mean the unincorporated fragrance group division of
CUSA.




1




EXHIBIT
10.143 - Certain confidential information in this Exhibit 10.143 was omitted and
filed separately with the Securities and Exchange Commission (“SEC”) with a
request for confidential treatment by Inter Parfums, Inc.




1.5           “Cost
Allocation Formula”  shall mean that formula used to calculate the
percentage that [----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------]1.





1.6           “CFG
Brands” shall mean only the following brands for which CUSA has exclusive
distribution rights in the Territory: THIERRY MUGLER, AZZARO, PORSCHE DESIGN,
DAVID YURMAN and SWAROVSKI.





1.7           “CFG
Brand Products” shall mean all cosmetic and fragrance products sold in the
Territory under the CFG Brands.





1.8           “CFG
Net Sales” shall mean, for any annual or other reporting period during the Term,
invoiced sales of CFG Brand Products in the Territory, [---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------]2.





1.9           “Dedicated
CFG Division Employees” shall mean the employees of the CFG Division who perform
the Sales Services.





1.10           “Department
Stores” shall mean retail outlets customarily denominated as department stores
in the cosmetics and fragrance industry and located within the
Territory.





1.11           “IPLB
Brands” shall mean those brands for which IPLB or any Affiliate has exclusive
distribution rights in the Territory and which initially will include: BURBERRY,
JIMMY CHOO, MONT BLANC and LANVIN.





1.12           “IPLB
Brand Products” shall mean all cosmetic and fragrance products sold in the
Territory under the IPLB Brands.





1.13           “IPLB
Net Sales” shall mean, for any annual or other reporting period during the Term,
invoiced sales of IPLB Brand Products in the Territory, [--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------]3.





1.14           [-------------------------------------------------------------------------------------------------------------------]4





1
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.1.
 2
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.2.
 3
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.3.
 4
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.4.




2




EXHIBIT
10.143 - Certain confidential information in this Exhibit 10.143 was omitted and
filed separately with the Securities and Exchange Commission (“SEC”) with a
request for confidential treatment by Inter Parfums, Inc.




1.15           “Military
Posts” shall mean any United States military posts and exchanges located in the
Territory.





1.16           “Non-Shared
Employees” shall mean employees for the following positions that each of CUSA
and IPLB agree to hire and maintain at their own expense during the
Term:  General Manager, Assistant to General Manager, Financial
Controller, Education Manager, Marketing Director and Marketing
Coordinator.





1.17           “Occupied
Space” shall mean [------]5 offices (as well as [------]6 cubicles suitable for an
assistant or coordinator) located in CUSA’s New York City
headquarters.





1.18           “Sales
Services” shall mean a level of sales, sales administrative and creative
services consistent in all material respects with the same services that the
Dedicated CFG Division Employees provide with respect to the CFG
Brands.





1.19           “Senior
Vice President of Sales” shall mean a senior vice president of sales to be hired
by IPLB, with the prior written approval of CUSA.





1.20           “Separation
Liabilities” shall mean any and all costs related to the termination of
employment (whether during the Term or following the termination or expiration
of this Agreement) of any employees of CUSA or IPLB including, but not limited
to, severance or separation payments.





1.21           “Specialty
Stores” shall mean Department Stores located in the Territory that do not sell
“hard goods” such as furniture or appliances.





1.22           “Territory”
shall mean the United States, its territories and possessions, the District of
Columbia and Military Posts, excluding duty-free outlets, airlines or cruise
ship lines.





1.23           “Term”
shall refer to the initial term and any renewal term of this
Agreement.





1.24           [-----------------------------------------------------------------------------------------------------------------------]7





1.25           [---------------------------------------------------------------------------------------------------------------------]8





5
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.5.


6
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.6.


7
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.7.


8
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.8.




3




EXHIBIT
10.143 - Certain confidential information in this Exhibit 10.143 was omitted and
filed separately with the Securities and Exchange Commission (“SEC”) with a
request for confidential treatment by Inter Parfums,
Inc.


1.26           “Total
Net Sales” shall mean, for any annual or other reporting period during the Term,
aggregate CFG Net Sales and IPLB Net Sales in the Territory, [-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------]9.





1.27           “Warehouse”
shall mean CUSA’s warehouse currently located at 15 Olympic Drive, Orangeburg,
New York.  CUSA shall have the right to relocate the warehouse within
the Territory with the prior consent of IPLB which shall not be unreasonably
withheld, conditioned or delayed, except that no consent shall be required if
the relocation is to the facility of a permitted assignee or subcontractor of,
CUSA.





1.28           “Wholesalers”
shall mean third parties to whom CUSA and IPLB sell the CFG Brand Products and
the IPLB Brand Products for distribution to Mass Outlets located in the
Territory.





2.
            CFG Brands and IPLB
      Brands





2.1           CUSA
acknowledges and agrees that the initial IPLB Brands are limited to those set
forth in Section 1.11 above and, subject to Section 2.3 below, any other brands
currently (or that may become at any time during the Term) owned or licensed by
IPLB or any Affiliate are excluded from this Agreement.





2.2           IPLB
acknowledges and agrees that the initial CFG Brands are limited to those set
forth in Section 1.6 above and, subject to Section 2.3 below, any other brands
currently (or that may become at any time during the Term) owned or licensed by
CUSA or any Affiliate are excluded from this Agreement.





2.3           If,
at any time during the Term, either Party (or any Affiliate) acquires ownership
or exclusive distribution rights in the Territory to any cosmetic or fragrance
brand said Party covenants and agrees to notify the other Party and to propose
adding such brand to this Agreement on the same terms and conditions as herein
set forth.  The other Party will have the right to approve or reject
the addition of such brand to this Agreement in its sole
discretion.





2.4           Either
Party will have the right to discontinue selling a brand or a product in the
Territory upon not less than ninety (90) days’ prior written notice to the other
Party or such shorter notice as the other Party may agree to in
writing.





2.5           CUSA
acknowledges that IPLB’s rights to the BURBERRY, JIMMY CHOO and MONTBLANC brands
are subject to the terms, conditions and limitations of license agreements under
which an Affiliate of IPLB is the licensee and has sublicensed to IPLB exclusive
distribution rights in the Territory.





9
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.9.




4




EXHIBIT
10.143 - Certain confidential information in this Exhibit 10.143 was omitted and
filed separately with the Securities and Exchange Commission (“SEC”) with a
request for confidential treatment by Inter Parfums, Inc.




2.6           IPLB
acknowledges that CUSA’s rights to the PORSCHE DESIGN, DAVID YURMAN and
SWAROVSKI brands are subject to the terms, conditions and limitations of license
agreements under which an Affiliate of CUSA is the licensee and has sublicensed
to CUSA exclusive distribution rights in the Territory.





2.7           CUSA
represents and warrants that it has the authority to enter into and perform its
obligations under this Agreement, and the same shall not conflict with or
violate any other contract or obligation by which CUSA or any of its Affiliates
are bound.





2.8           IPLB
represents and warrants that it has the authority to enter into and perform its
obligations under this Agreement, and the same shall not conflict with or
violate any other contract or obligation by which IPLB or any of its Affiliates
are bound.





3.
            Warehousing of IPLB
      Brand Products





3.1           From
and after the Effective Date, and at all times during the Term, IPLB shall
deliver or cause to be delivered and shall maintain at the Warehouse an
inventory of IPLB Brand Products adequate to meet the reasonably anticipated
demand, as reasonably determined by IPLB, for the products in the
Territory.  Title to the IPLB Brand Products stored in the Warehouse
shall at all times remain in IPLB and any taxes assessed directly on such
products or the sale thereof shall be for the account of and paid by
IPLB.  Risk of loss to the IPLB Brand Products will remain with IPLB
at all times.  CUSA shall not be obligated to provide any insurance
for the IPLB Brand Products stored in the Warehouse.  IPLB shall
provide any insurance required by it at its sole cost and expense for covering
the IPLB Brand Products while in transit and while stored in the
Warehouse.  The IPLB Brand Products to be delivered hereunder will be
in good condition and of saleable quality at the time of their delivery to the
Warehouse and of the type and in the quantities indicated by the documents
rendered by IPLB at the time of delivery.  IPLB will, at its own
expense, replace over-aged or damaged products with saleable products, in
accordance with then current industry standard age limit
practices.  All IPLB Brand Products will be shipped prepaid to the
loading dock of the Warehouse.  IPLB represents that no storage or
shipment procedures are required for proper care of the IPLB Brand Products
other than those which are rendered by CUSA for comparable CFG Brand Products in
the ordinary course of business.





3.2           Provided
IPLB maintains an adequate inventory of the products at the Warehouse, CUSA
shall use reasonable commercial efforts to fill all orders for IPLB Brand
Products and arrange for shipment according to instructions received from the
retailers or IPLB, as the case may be, within [------------------]10 of the later of receipt
by CUSA of an order or the first shipment date designated in the
order.  CUSA will maintain the Warehouse in a good and orderly
condition and will adhere to storage and sanitary conditions that conform in all
material respects with then current industry standards.  CUSA shall
only be liable for damages for loss or injury to IPLB Brand Products caused by
its failure to exercise such care in regard to them as a reasonably careful
warehouseman would exercise under like circumstances and shall not be liable for
damages which could not have been avoided by the exercise of such
care.  CUSA shall not be held responsible for loss of product by
leakage, for concealed damage, or for inventory shrinkage of less than [----------------------------------]11 based on average monthly
inventory.  Under no circumstances shall CUSA’s liability for loss or
damage to IPLB Brand Products exceed the lesser of: (a) the cost to Affiliates
of IPLB of producing or otherwise obtaining such products at their place of
production, plus freight or shipping charges incurred in delivering the products
to the Warehouse, or (b) the actual market value of the products at the time at
which the loss or damage occurred.





10
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.10.
 11
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.11.




5




EXHIBIT
10.143 - Certain confidential information in this Exhibit 10.143 was omitted and
filed separately with the Securities and Exchange Commission (“SEC”) with a
request for confidential treatment by Inter Parfums, Inc.




3.3           IPLB
represents and warrants that all IPLB Brand Products, including all ingredients,
packaging and labeling relating to or comprising said products, delivered to or
stored at the Warehouse (a) will be in full compliance with all applicable
governmental regulations, statutes, and standards, including the applicable
provisions of the federal Food, Drug and Cosmetic Act and the Fair Packaging and
Labeling Act (the “Acts”), all current and future amendments to the Acts and all
regulations and rules implemented under the Acts now and in the future; (b) will
be manufactured in accordance with all federal, state and local laws and health
and sanitary ordinances and regulations; and (c) will not be adulterated or
misbranded within the meaning of the Acts or other applicable federal, state or
local laws, regulations, rules and ordinances.





4.
            Administrative
      Services.





4.1           Subject
to the terms and conditions of this Agreement, CUSA agrees to provide to IPLB,
in respect of all IPLB Brand Products sold in the Territory, the Administrative
Services during the Term.





4.2           The
Administrative Services shall be provided in a commercially reasonable manner
consistent, in all material respects, with the manner and level of care with
which CUSA provides the same services for the CFG Brands.





5.
            Access to Office
      Space.





5.1           CUSA
hereby grants to IPLB access to use the Office Space during the
Term.  IPLB acknowledges and agrees that its  occupancy of
the Office Space is hereby made subject to and conditional upon the terms and
conditions of that certain agreement of lease between [-------------------------------------------------------]12, and any amendments
thereto (the “Lease”).  CUSA agrees to reasonably adapt the Office
Space to meet any additional needs of IPLB, subject to compliance with the
underlying lease and building rules and regulations.  The Office Space
will include furniture, desktop computers and telephone equipment commensurate
with the quality CUSA provides to its employees, provided that long distance
phone charges, additional computer equipment and special furnishings will be
billed to or reimbursed by IPLB at cost.  The Office Space shall also
include the right of IPLB employees to use common areas such as kitchens and
restrooms.  IPLB acknowledges that it shall not have the right to list
its name in the lobby directory or elsewhere upon the premises unless otherwise
duly authorized by the Landlord.





12
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.12.


6




EXHIBIT
10.143 - Certain confidential information in this Exhibit 10.143 was omitted and
filed separately with the Securities and Exchange Commission (“SEC”) with a
request for confidential treatment by Inter Parfums, Inc.




5.2           IPLB
acknowledges and agrees that the Office Space is being delivered and IPLB
accepts the Office Space in its “as is” condition.  Except as provided
above, CUSA has not made nor does CUSA make any representations or promises with
respect to the Office Space and IPLB agrees that CUSA does not have any
obligation to perform any work or otherwise prepare the Office Space for IPLB’s
use. IPLB shall not make any repairs, alterations, installations or improvements
to the Office Space without the prior written consent of CUSA in each
instance.





5.3           IPLB
shall comply with (i) all applicable rules, laws and regulation of any
governmental or quasi-governmental authority having jurisdiction over the Office
Space, (ii) the terms and conditions of the Lease applicable to tenants or
occupants of the demised premises and the rules and regulations of the Landlord
and (iii) all reasonable rules and regulations CUSA may, at any time or from
time to time, establish regarding the Office Space.





5.4           CUSA,
on IPLB’s behalf and at IPLB’s sole cost and expense, may, but shall not be
obligated to, make such repairs to the Office Space as CUSA deems necessary, the
need for which arises out of any damage that may occur during the term of the
access granted to IPLB hereunder, and IPLB shall promptly reimburse CUSA for the
cost thereof, unless such damage is caused by the gross negligence or willful
misconduct of CUSA, its employees, agents or contractors or by causes not within
IPLB’s reasonable control. In the event IPLB fails to promptly reimburse any
such costs, CUSA shall have the right to offset such amounts against any amounts
owed by CUSA to IPLB under this Agreement.





6.
            Sales
      Services.





6.1           Subject
to the terms and conditions of this Agreement, CUSA agrees to cause the
Dedicated CFG Division Employees to perform the Sales Services in respect of the
CFG Brands and the IPLB Brands.  IPLB acknowledges that all of its
business in the Territory with respect to the IPLB Brands shall be covered by
and subject to this Agreement, except its Tier Two Operations.  It is
agreed that the Dedicated CFG Division Employees, among other things, are
authorized to solicit and accept orders for IPLB Brand Products from customers
in the Territory.  Notwithstanding the foregoing, all orders for IPLB
Brand Products shall be invoiced by the IPLB in its own name and for its own
account.





6.2           CUSA
shall cause the Dedicated CFG Division Employees to provide the sales, sales
administration and creative service in a commercially reasonable manner
consistent, in all material respects, with the manner and level of care with
which CUSA requires the Dedicated CFG Division Employees to provide the same
services for the CFG Brands.





7.
            Fees.





7.1           In
consideration of CUSA rendering the Administrative Services to IPLB and granting
IPLB access to the Office Space which amount is calculated as per details in
Exhibit B, IPLB agrees to pay to CUSA [------------------------------------------------]13, plus any freight
charges and other out-of-pocket expenses incurred by CUSA in rendering the
Administrative Services (the “Administrative Service Fee”)





13
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.13.




7




EXHIBIT
10.143 - Certain confidential information in this Exhibit 10.143 was omitted and
filed separately with the Securities and Exchange Commission (“SEC”) with a
request for confidential treatment by Inter Parfums, Inc.




7.2           In
consideration for CUSA causing the Dedicated CFG Division Employees to provide
the Sales Services, IPLB agrees to pay a proportionate share of the total
compensation (including salary, bonus, and benefits) and travel, expense and
related costs of the Dedicated CFG Division Employees based on the Cost
Allocation Formula (the “Sales Service Fee”).





7.3           On
a monthly basis, CUSA shall submit an invoice to IPLB for the Administrative
Service Fee and the Sales Service Fee.  Payment of all invoices shall
be made by check or electronic funds transmission in U.S. Dollars, without any
offset or deduction of any kind, within  [---------]14 end of the
month.  All amounts not paid within such time period shall accrue
interest at the rate of one and [----------------------]15 per month (or the
highest interest rate allowed by law, if lower) until such amounts are paid in
full. If CUSA brings suit or retains an attorney to collect any monies overdue
hereunder, and CUSA is successful in such action, CUSA shall be entitled to
recover, in addition to any other remedy, reimbursement for its actual and
reasonable legal fees, court costs and other related expenses incurred in
connection therewith.  With regard to any amounts not paid within such
[------------------------]16 period, CUSA shall have
the right to offset such amounts against any amounts owed by CUSA to
IPLB.





8.
            Senior Vice President
      of Sales.





8.1           During
the Term, IPLB shall maintain on its payroll the Senior Vice President of
Sales.  IPLB shall hire the Senior Vice President of Sales on or prior
to, or within a reasonable time period following, the Effective Date, provided
that the identity of the Senior Vice President of Sales, and the terms and
conditions of his/her employment (including compensation and benefits), his/her
continued employment, and his/her termination (including any severance pay)
shall be subject to the prior written approval of CUSA, not to be unreasonably
withheld, conditioned or delayed.





8.2           CUSA
agrees to reimburse IPLB for [-------------------]17 of the actual cost of
the salary, bonus, benefits and expenses (“SVP Costs”) of the Senior Vice
President of Sales.  Within [------------------------]18following the end of
each month during the Term, IPLB shall furnish CUSA with a statement showing the
SVP Costs for the preceding month and CUSA covenants and agrees to deduct its
share of the SVP Costs from the Sales Service Fee.





14
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.14.
 15
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.15
 16
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.16.
 17
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.17.
 18
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.18




8




EXHIBIT
10.143 - Certain confidential information in this Exhibit 10.143 was omitted and
filed separately with the Securities and Exchange Commission (“SEC”) with a
request for confidential treatment by Inter Parfums, Inc.







8.3           The
Senior Vice President of Sales shall oversee the sales activities of the CFG
Brands and the IPLB Brands and the performance of the CUSA employees and the
Dedicated CFG Division Employees performing the Administrative Services and the
Sales Services, respectively.





8.4           The
Senior Vice President of Sales will be deemed to be an employee of IPLB and will
not be deemed to be an employee of or jointly employed by CUSA and IPLB will be
responsible for all employer obligations with respect to the Senior Vice
President of Sales under applicable federal, state and local laws and
regulations. Notwithstanding the foregoing, the activities and performance of
the Senior Vice President of Sales will be jointly evaluated by IPLB and CUSA on
a periodic basis, and the continued employment and/or termination of the Senior
Vice President of Sales will be subject to the joint approval of IPLB and
CUSA.





8.5           Notwithstanding
the foregoing, all employees of CUSA, including the Dedicated CFG Division
Employees will be deemed to be employees of CUSA and will not be deemed to be
employees of or jointly employed by IPLB and CUSA will be solely responsible for
all employer obligations with respect to said employees under applicable
federal, state and local laws and regulations.  Although the Senior
Vice President of Sales will oversee the performance by certain employees of
CUSA and the Dedicated CFG Division Employees of the Administrative Services and
the Sales Services, respectively, CUSA will retain the sole right to exercise
all authority with respect to the terms and conditions of their employment,
including termination of employment.





9.
            Non-Shared
      Employees.





9.1           During
the Term, CUSA and IPLB will each maintain on their respective payrolls the
Non-Shared Employees.  If either Party wishes to eliminate a
Non-Shared  Employee it must obtain the prior consent of the other
Party which consent shall not be unreasonably withheld, conditioned or
delayed.





9.2           The
Non-Shared Employees will be deemed to be employees of the party on whose
payroll they are maintained and will not be deemed to be employees of or jointly
employed by the other party and the party on whose payroll they are maintained
will be solely responsible for payment of all compensation, benefits, expenses
and any severance pay with respect to the Non-Shared Employees and for all
employer obligations under applicable federal, state and local laws and
regulations.  The party on whose payroll they are maintained will
retain the sole right to exercise all authority with respect to the terms and
conditions of employment of the Non-Shared Employees, including termination of
employment.  Each Party shall pay any Separation Liabilities for their
respective Non-Shared Employees.




9




EXHIBIT
10.143 - Certain confidential information in this Exhibit 10.143 was omitted and
filed separately with the Securities and Exchange Commission (“SEC”) with a
request for confidential treatment by Inter Parfums, Inc.




10.
            Steering
      Committee.





10.1           The
Parties agree to establish and maintain during the Term a steering committee
(“Steering Committee”) consisting of a total of five (5) members (“Member” or
“Members”).  CUSA shall appoint two Members, IPLB shall appoint two
Members and the fifth Member shall be the Senior Vice President of
Sales.





10.2           The
Parties agree that the following decisions must be submitted to the Steering
Committee for unanimous approval: (a) any material change in the number of
Dedicated CFG Division Employees or in their respective territorial assignments,
and (b) the scheduling of new product launches for the IPLB Brands and the CFG
Brands. The Parties will give one another reasonable advance notice of major
advertising or promotional activities and of the initial and subsequent annual
budgets and sales forecasts for the IPLB Brands and the CFG
Brands.  The Steering Committee shall have and may exercise such
powers as the Parties may delegate from time to time, and the authority of the
Steering Committee may be modified or terminated at any time by agreement of the
Parties.





10.3           The
Steering Committee shall hold regular meetings on a periodic basis but not less
frequently than semi-annually.  Regular meetings of the Steering
Committee shall be alternated between the New York City offices of CUSA and
IPLB.  The Steering Committee shall hold all regular or special
meetings in English.





11.
            Term and
      Termination.





11.1           This
Agreement shall become effective on January 1, 2011 (the “Effective Date”) and
shall remain in force through December 31, 2014 (the “Initial Term”).
Thereafter, this Agreement shall be automatically renewed for one additional
period of two (2) years (the “Renewal Term”) unless either Party notifies the
other of its decision not to renew this Agreement at least [---------------------]19 prior to the expiration
of the Initial Term.  The Initial Term and the Renewal Term are
referred to herein as the “Term.”





11.2           If
either Party shall fail to adequately perform in any material respect any of its
material obligations under this Agreement (other than a payment default) (the
“Defaulting Party”), the other Party entitled to the benefit of such performance
(the “Non-Defaulting Party”) may give [-------------------]20 written notice to the
Defaulting Party specifying the nature of such failure or default and stating
that the Non-Defaulting Party intends to terminate this Agreement if such
failure or default is not cured within [-------------------]21 of such written
notice.  If any failure or default so specified is not cured within
such [-------------------]22, the Non-Defaulting
Party may elect to immediately terminate this Agreement.  Such
termination shall be effective upon giving a written notice of termination from
the Non-Defaulting Party to the Defaulting Party and shall be without prejudice
to any other remedy which may be available to the Non-Defaulting Party against
the Defaulting Party.


19
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.19.
 20
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.20.
 21
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.21.
 22
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.22.


10




EXHIBIT
10.143 - Certain confidential information in this Exhibit 10.143 was omitted and
filed separately with the Securities and Exchange Commission (“SEC”) with a
request for confidential treatment by Inter Parfums, Inc.







11.3           This
Agreement shall automatically terminate if the either Party files a petition in
bankruptcy, or is adjudicated a bankrupt, or becomes insolvent, or makes an
assignment for the benefit of creditors, or files a petition or otherwise seeks
relief under or pursuant to any bankruptcy, insolvency or reorganization statute
or proceeding, or if it discontinues its business for a period of [-------------------]23 or more, or if a
custodian, receiver or trustee is appointed for it or a substantial portion of
its business or assets for any reason.





11.4           Upon
the expiration or termination of this Agreement, the Parties will share any and
all Separation Liabilities for the Dedicated CFG Division Employees according to
the Cost Allocation Formula and will share equally any Separation Liabilities in
respect of the Senior Vice President of Sales.  Each of CUSA and IPLB
will bear any and all Separation Liabilities for its employees, including the
Non-Shared Employees.





12.
            Insurance.





12.1           During
the Term, CUSA will maintain at its own expense commercial general liability
insurance for the Warehouse and product liability coverage, in minimum amounts
of [$-------------------]24 per occurrence for
damage, injury and/or death to persons and [$-------------------]25 per occurrence for
damage and/or injury to property and [$-------------------]26 per occurrence for
damage, injury and/or death to persons resulting from CFG Brand
Products.  This insurance coverage shall be provided by an insurance
company or companies acceptable to IPLB in its reasonable business
judgment.  Upon execution of this Agreement, and annually thereafter,
CUSA will promptly provide IPLB with certificates of insurance evidencing such
coverage and each certificate will indicate that the coverage represented
thereby will not be canceled or modified until at least 30 days’ prior written
notice has been given to IPLB.





12.2           During
the Term, IPLB will maintain at its expense property coverage for the IPLB Brand
Products stored in the Warehouse in minimum amounts not less than the
replacement value of the IPLB Brand Products stored in the Warehouse at any
time, commercial general liability insurance covering its occupancy of the
Office Space in a minimum amount of [$------------------]27 per occurrence, and
product liability coverage in a minimum amount of [$-------------------]28 per occurrence for
damage, injury and/or death to persons resulting from IPLB Brand
Products.  All policies of insurance shall include CUSA as an
additional insured. This insurance coverage shall be provided by an insurance
company or companies acceptable to CUSA in its reasonable business
judgment.  Upon execution of this Agreement and annually thereafter,
IPLB will promptly provide CUSA with certificates of insurance evidencing such
coverage and each certificate will indicate that the coverage represented
thereby will not be cancelled or modified until at least [-------------------]29 written notice has been
given to CUSA.





23
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.23.
 24
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.24.
 25
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.25.
 26
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.26.
 27
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.27.
 28
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.28.
 29
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.29.




11




EXHIBIT
10.143 - Certain confidential information in this Exhibit 10.143 was omitted and
filed separately with the Securities and Exchange Commission (“SEC”) with a
request for confidential treatment by Inter Parfums, Inc.




13.
            Indemnification;
      Limitation of Liability.





13.1           IPLB
shall hold CUSA and its Affiliates, and their respective officers, directors,
employees, agents, representatives, successors and assigns, harmless from and
shall indemnify each of them against any costs, expenses, liabilities, damages,
penalties or settlements, including, reasonable legal fees and court costs, that
any of them may incur or become obligated or liable to pay in any threatened or
pending action, claim or proceeding against any of them (i) by reason of any
injury, illness and/or death of any person or damage to any property which is
caused or alleged to have been caused by or which arises out of or is alleged to
have arisen out of and of the IPLB Brand Products, (ii) by reason of any
representation or warranty under Sections 2.8 or 3.3 hereof being untrue, (iii)
by reason of any acts, whether of omission or commission, by IPLB, its
Affiliates, or their respective agents or employees arising out of or related to
this Agreement, (iv) by reason or any accident, damage or injury to persons or
property which may occur in or upon the Office Space or by reason of the
occupancy of the Office Space by IPLB’s employee’s, invitees or agents, or (v)
by reason of any Separation Liabilities owed or paid to employees of IPLB or its
Affiliates or to Non-Shared Employees or for IPLB’s proportionate share of
Separation Liabilities relating to Dedicated CFG Division Employees and the
Senior Vice President of Sales.





13.2           CUSA
shall hold IPLB and its Affiliates, and their respective officers, directors,
employees, agents, representatives, successors and assigns, harmless from and
shall indemnify each of them against any Losses that any of them may incur or
become obligated or liable to pay in any threatened or pending action, claim or
proceeding against any of them (i) by reason of any acts, whether of omission or
commission, by CUSA, its Affiliates, and their respective agents or employees
arising out of or related to this Agreement, (ii) by reason of any
representation or warranty under Section 2.7 hereof being untrue, or (iii) by
reason of any Separation Liabilities owed or paid to employees of CUSA or its
Affiliates or to Non-Shared  Employees or for CUSA’s proportionate
share of Separation Liabilities relating to Dedicated CFG Division Employees and
the Senior Vice President of Sales.





13.3           A
Party seeking indemnification hereunder (the “Indemnified Party”) will give
prompt written notification in reasonable detail to the indemnifying Party (the
“Indemnifying Party”) stating the basis of any claim for which indemnification
is being sought hereunder within thirty (30) days after its knowledge thereof;
provided, however, that the failure to provide such notice to the Indemnifying
Party will not relieve the Indemnifying Party of or from any of its obligations
hereunder, except to the extent the Indemnifying Party suffers prejudice as a
result of such failure.




12




EXHIBIT
10.143 - Certain confidential information in this Exhibit 10.143 was omitted and
filed separately with the Securities and Exchange Commission (“SEC”) with a
request for confidential treatment by Inter Parfums, Inc.







13.4           If
the facts giving rise to such indemnification involve an actual claim by or
against a third party, the Parties will cooperate in the prosecution or defense
of such claim and will furnish such records, information and testimony and
attend such depositions or other proceedings as may be reasonably requested in
connection therewith.  The Indemnified Party will make no settlement
of any claim that would give rise to liability on the party of the Indemnifying
Party without the latter’s prior written consent  which will not be
unreasonably withheld, conditioned or delayed, and the Indemnifying Party will
not be liable for the amount of any settlement affected without its prior
written consent.





13.5           Except
for a claim relating to an alleged defect in any of the IPLB Brand Products, or
a claim that any representation or warranty made by IPLB under Section 3.3
hereof being untrue, or a claim based on either Party’s fraud or willful
misconduct, neither Party, or its Affiliates, will be liable to the other Party,
or its Affiliates, for any damages other than direct damages.  Each
Party agrees that it is not entitled to recover and agrees to waive any claim
with respect to and will not seek consequential, punitive or any other special
damages as to any matter under, relating to or arising out of the transactions
contemplated by this Agreement.





14.
            Miscellaneous.





14.1           The
Parties are independent contracting parties and this Agreement does not create
the relationship of principal and agent, partners or joint venturers between
CUSA and IPLB.  Except as otherwise provided in Section 6.1 hereof,
neither Party shall have authority to bind or otherwise obligate the other nor
shall either Party represent to anyone that it has authority to do
so.





14.2           Any
exhibits attached hereto constitute a part of this Agreement.  This
Agreement, together with any such exhibits, constitutes the entire agreement
between the Parties pertaining to the subject matter hereof and supersedes all
prior agreements and understandings of the Parties in connection
therewith.





14.3           Each
Party will take such actions as the other Party may reasonably request or as may
be necessary or appropriate to consummate or implement the transactions
contemplated by this Agreement.





14.4           The
failure of either Party to this Agreement to require strict performance by the
other Party of any provision of this Agreement will not waive or diminish that
Party’s right to demand strict performance thereafter of that or any other
provision hereof.





14.5           This
Agreement may not be modified, supplemented, amended or discharged except by an
agreement in writing signed by both of the Parties hereto.





14.6           Neither
this Agreement nor any of the respective Parties rights or duties hereunder may
be assigned by either Party, other than to an Affiliate or pursuant to a
corporate reorganization or merger, without the prior written consent of the
other Party.  Any assignment in contravention hereof shall be
void.  Notwithstanding the foregoing, in the event that CUSA ceases
for any reason during the Term to operate its own warehouse and subcontracts
with a third party provider for administrative and/or sales services for the CFG
Brands, CUSA shall have the right to assign and/or subcontract its duty to
provide the Administrative Services and/or the Sales Services to said third
party provider, provided that CUSA shall remain liable for the performance of
such services by said third party provider in accordance with the terms of this
Agreement.




13




EXHIBIT
10.143 - Certain confidential information in this Exhibit 10.143 was omitted and
filed separately with the Securities and Exchange Commission (“SEC”) with a
request for confidential treatment by Inter Parfums, Inc.




14.7           The
provisions of this Agreement shall be binding upon, inure to the benefit of, and
be enforceable by the Parties and their respective successors and permitted
assigns or subcontractors.





14.8           Each
of the Parties hereto shall cause to be performed, and hereby guarantees the
performance of, all obligations set forth herein to be performed by any
Affiliate of such Party.





14.9           This
Agreement is solely for the benefit of the Parties hereto and should not be
deemed to confer upon third parties any rights or remedies.





14.10         Titles
and headings to sections herein are inserted for the convenience of reference
only and are not intended to be a part of or affect the meaning or
interpretation of this Agreement.





14.11         Whenever
a provision is made under this Agreement for any notice, or where it is deemed
desirable or necessary by either Party to give or serve such notice to the other
Party, it shall be in writing and served either personally, or sent by United
States mail, certified, postage prepaid, or by recognized courier service,
addressed to the addresses set forth hereinabove or to such other address as
either Party may advise the other from time to time.  It shall be
deemed delivered upon receipt.


14.12         This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York applicable to contracts made and to be performed in the State
of New York.





14.13         Each
of the Parties irrevocably submits to the exclusive jurisdiction of the Supreme
Court of the State of New York, New York County and the United States District
Court for the Southern District of New York, for the purpose of any suit, action
or other proceeding arising out of this Agreement or any transaction
contemplated hereby.  Each of the Parties agrees to commence any
action, suit or proceeding relating hereto either in the United States District
Court for the Southern District of New York or if such suit, action or other
proceeding may not be brought in such court for jurisdictional reasons, in the
Supreme Court of the State of New York, New York County.  Each of the
Parties further agrees that service of any process, summons, notice or document
by U.S. registered or certified mail to such Party’s respective address set
forth hereinabove shall be effective service of process for any action, suit or
proceeding in New York with respect to matters to which it has submitted to
jurisdiction herein.  Each of the Parties irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit
or proceeding in the courts designated herein and waives and agrees not to plead
any claim that such courts are an inconvenient forum.





14.14        If
any provision of this Agreement is held to be unenforceable for any reason, it
will be adjusted rather than voided, if possible, to achieve the intent of the
Parties.  All other provisions of this Agreement will be deemed valid
and enforceable to the extent possible.




14




EXHIBIT
10.143 - Certain confidential information in this Exhibit 10.143 was omitted and
filed separately with the Securities and Exchange Commission (“SEC”) with a
request for confidential treatment by Inter Parfums, Inc.







14.15        Except
as otherwise provided herein, the Parties will each pay their own expenses
incident to the negotiation, preparation and performance of this
Agreement.





14.16        Each
Party agrees to maintain the confidentiality of all non-public information
relating to the other Party and its Affiliates that may be disclosed in
connection with this Agreement and to use such information only for the purpose
of providing or receiving services hereunder.  Neither Party shall
issue any press release or other public statement regarding this Agreement
without the prior written consent of the other Party.





IN WITNESS WHEREOF, each Party
has caused this Agreement to be executed by its duly authorized officers as of
the day and year first above written.




Clarins
      U.S.A., Inc
                  
                  Interparfums
      Luxury Brands IncBy:
                  /s/
      Jonathan Zrihen
                  
                  By
      :
                  /s/
      Stanislas ArchimbaultName:
                  Jonathan
      Zrihen
                  
                  
                  Name:Stanislas
      ArchimbaultTitle:
                  President
                  
                  
                  Title:President




15





EXHIBIT
10.143 - Certain confidential information in this Exhibit 10.143 was omitted and
filed separately with the Securities and Exchange Commission (“SEC”) with a
request for confidential treatment by Inter Parfums, Inc.





EXHIBIT
A





§
            warehousing
      services and maintenance of the IPLB owned inventory, including internal
      control procedures to ensure accuracy, it being understood that over-aged
      and damaged products are the financial responsibility of
    IPLB





§
            customer
      service including monitoring of customer orders and deliveries to customer
      carriers, it being understood that freight and other charges incurred by
      CUSA on behalf of IPLB will be the responsibility of
  IPLB





§
            financial
      services including issuance and collection of IPLB invoices for
      merchandise shipped





§
            consulting
      services regarding credit risks and financial condition of customers, it
      being understood that collection risk for IPLB invoices prepared on its
      behalf by CFG administration is the responsibility of
  IPLB





§
            preparation
      of financial statements, sales reports, reconciliation of bank
      accounts





§
            inventory
      forecasting





§
            creation
      and modification of computer programs to accomplish required
      services





§
            maintenance
      and reconciliation of an IPLB bank account and preparation requisite cash
      flow projections




16




EXHIBIT
10.143 - Certain confidential information in this Exhibit 10.143 was omitted and
filed separately with the Securities and Exchange Commission (“SEC”) with a
request for confidential treatment by Inter Parfums, Inc.




EXHIBIT
B





office calculations[--------
                                        
                                        
                                        ---------
                                        
                                        
                                        
                                        --------------
                                        
                                        
                                        
                                        ---------------
                                        
                                        
                                        
                                        ---------------
                                        
                                        
                                        
                                        -----
                                        
                                        
                                        
                                        -------------
                                        ]30







30
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.143.30.
  17