Exhibit 10.1
EXCLUSIVE LICENSE AND DISTRIBUTORSHIP AGREEMENT
THIS EXCLUSIVE LICENSE AND DISTRIBUTORSHIP AGREEMENT (the "Distributorship
Agreement") is made and entered into as of this 6th day of January, 2009, by and
between:
[i] IRONCLAD PERFORMANCE WEAR CORPORATION, a corporation organized and
existing under the laws of Nevada, having an address of 2201 Park Place, Suite
101, El Segundo, CA 90245 (the "Licensor"); and [ii] ORR SAFETY CORPORATION, a
corporation organized and existing under the laws of the Commonwealth of
Kentucky, having an address of 11601 Interchange Drive, Louisville, Kentucky
40229 (the "Distributor").
RECITALS
A.
The Licensor is in the business of manufacturing, marketing and selling
specialty technical work gloves and other workwear.
B.
The Distributor is in the business of selling and distributing industrial
safety equipment and supplies, and providing certain services related to the
delivery and use of such equipment and supplies.
C.
The Licensor desires to grant to the Distributor, and the Distributor
desires to accept from the Licensor, the exclusive right within the Territory to
distribute and sell the Products as set forth herein.
NOW THEREFORE, in consideration of the mutual promises hereinafter set forth,
and intending to be legally bound, the parties hereto hereby agree as follows:
ARTICLE 1
CERTAIN DEFINITIONS
Unless the context otherwise requires, the following initially capitalized terms
shall, for purposes of this Distributorship Agreement, have the meanings
specified:
1.1
"Confidential Information" means and includes (but is not limited to) all
prices, costs, sales volumes, trademark information, product formulation,
know-how, technical knowledge, technical bulletins, service manuals, software
(including source and object codes), drawings, specifications, data sheets,
sales and marketing techniques and information, photographs, artwork, designs,
instructions, and all other information whether or not reduced to writing,
relating to the manufacture, sale, marketing, distribution, and servicing of the
Products or customers of the Products, and any other information and trade
secrets that might adversely affect either party's ability to compete in any
market, as well as any other information relating to the business of either
party to this Distributorship Agreement that may be disclosed or communicated to
either party to this Distributorship Agreement at any time during the Term of
this Distributorship Agreement which is not generally known in the trade or is
not information which is in the public domain through no fault or breach of this
Distributorship Agreement by the receiving party.
* Redacted
1.2
"Products" means, collectively, those products listed and described on
Schedule A attached hereto and incorporated herein by reference.
1.3
"Territory" means each country and jurisdiction in the world where the
Products may lawfully be marketed and sold.
ARTICLE 2
APPOINTMENT; RELATIONSHIP; CONDITION OF EXCLUSIVITY
2.1
Exclusive Appointment.
For and during the Term and subject to the
conditions of this Distributorship Agreement, the Licensor hereby appoints the
Distributor as the exclusive distributor for the Products in the Territory, and
the Distributor hereby accepts such appointment on the terms and conditions
contained herein.
In addition, during the Term, Distributor shall not
represent, sell or distribute, directly or for