TrademarkLicenseAgreement商標授权协议.doc

TRADEMARK LICENSE AGREEMENT THIS ROMEO GIGLI and GIGLI TRADEMARK LICENSE AGREEMENT (the Agreement)is made and entered into on the day of December,2012(the Effective date), by and between DOG INTERNATIONAL(LICENSOR) , a corporation organized under the laws of , and JIAXING NEWCOMER LUGGAGE BAGS MANUFACTURING CO.,LTD.,(Jiaxing)and its wholly owned subsidiary ZHEJIANG NEWCOMER BAGS MARKETING CO.,LTD.(Zhejiang) both are China limited liability corporations with their principle place of business in Pinghu,Zhejiang,China.(LICENSEE) . WITNESSETH THAT: WHEREAS, DOG INTERNATIONAL possess certain rights with regard to the trade marks ROMEO GIGLI and GIGLI,(such trademarks are listed on Exhibit A attached hereto and incorporated herein by this reference, and are herein after referred to individually as a Trademark and collectively as Trademarks. WHEREAS, LICENSOR has certain rights,including the rights to license, with respect to the Trademarks in connection with the Licensed Merchandise (as hereafter defined), including the rights granted from MODA brand holding S.A. WHEREAS, each party has expressed interest in obtaining an exclusive license to use trademarks, if any, owned now or in the future by the other party, and each party has expressed interest in granting such a license. WHEREAS, LICENSEE desires to secure a limited license to us the Trademarks in connection with the design, manufacture and sale of certain merchandise , as more fully described hereafter,and LICENSOR is willing to grant such license, all upon the terms and conditions as hereafter set forth. NOW THEREFORE, in consideration of the foregoing and the mutual covenants of the parties hereinafter contained, the parties hereby agree as follows: ARTICLE 1. DEFINITIONS: Each of the following words or phrases shall bear the meaning set forth opposite it as follows: Net Selling Price: The amount actually billed to purchasers, after deductin