EXHIBIT 10.3
BONAMOURTM
TRADEMARK LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("Agreement") is made and entered into effective as of
the date set forth on the signature page hereto (the "Effective Date") by and
between Bonamour, Inc., a Colorado corporation (hereinafter referred to as
"Licensor"), and Bonamour International, LLC, a Texas limited liability company
("Licensee")
W I T N E S S E T H :
WHEREAS, Licensor owns the BONAMOURTM
mark set forth in Exhibit A annexed hereto
and the good will of the business associated therewith (hereinafter collectively
referred to as the "BONAMOURTM Marks;"
WHEREAS, Licensee desires to obtain from Licensor and Licensor desires to grant
to Licensee, an exclusive license to use said BONAMOURTM Marks in Asia
("Territory") in connection with Licensee's promotion, advertising, sale and
distribution of the goods and/or services identified by such BONAMOURTM Marks
(the "Goods and Services"); and
WHEREAS, Licensor is a distributor of Goods and Services bearing the BONAMOURTM
Marks, and distributes such Goods and Services to Licensee.
NOW, THEREFORE, for and in consideration of the mutual promises, covenants,
representations and warranties hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Licensor and Licensee agree as follows:
1.
License.
Licensor hereby grants to Licensee an exclusive license
to use the BONAMOURTM Marks in the Territory in connection with the promotion,
advertising, sale and distribution of the Goods and Services, and in connection
with the operation of Licensee's business.
2.
Assignments and Sublicenses.
Licensee acknowledges and agrees
that, subject to the terms and conditions of this Agreement, only Licensor has
the right to grant any other entities a license to use the BONAMOURTM Marks and
that Licensee shall not grant sublicenses to any entity or individual to use the
BONAMOURTM Marks in any manner whatsoever, shall not assign this Agreement nor
any of its rights hereunder, and shall not delegate any of its obligations or
duties under this Agreement without the prior written consent of Licensor.
3.
Rights Reserved by Licensor.
Licensor reserves the right to use or
license the use of the BONAMOURTM Marks outside the Territory and reserves the
right to assign or otherwise dispose of said BONAMOURTM Marks subject to the
specific rights granted by Licensor to Licensee herein and subject to the terms
and conditions hereof.
4.
Standards.
In the promotion, advertising and sale of the Goods and
Services, Licensee shall maintain standards of quality that conform to those
high-quality standards presently used by Licensee with respect to the promotion,
advertising and sale of Licensee's currently offered goods and services with
which Licensor is familiar.
5.
Quality Control.
The provisions of this Paragraph 5 shall apply
only to Goods and Services that are not provided to
Licensee by Licensor
through a distribution agreement, purchase order or other arrangement.
5.1
Inspection.
To ensure that the high-level quality standards
hereinabove described are maintained, Licensor or its duly authorized
representative, at Licensor's expense and on reasonable notice to Licensee, may
inspect at any