(Translated from French)
DEED
Between the grantors:
Deeds
"AUTOMOBILES ...", a share company with an equity capital
of 1,400,000,000 Francs, with Registered Office in France at ...r
.. (...), registered with the Commercial Registry of .... under
entry number B ... .. ..., hereby represented by its Executive
Director, Mr. .. .. and henceforth also referred to as "..";
and
".. .. .. .. LTD.", with Registered Office in ... at
Rua .. do .. .. .., .. .. Building, .. floor, .. and ..., hereby
represented by the Marketing Director, Mr. .. .., henceforth also
referred to as ".. ..".
Whereas,
.. .. has manifested the desired to commercialize miniature scale
models of .. vehicles and has approached ... to grant due authorization
for such reproduction.
On the signing of the present agreement .. ... has requested
permission to reproduce 1/18th scales of the .. .. .. .. model.
Under the present agreement, both companies hereby convene the
terms and conditions whereby authorization is to be given for
1/18th scale reproduction of the .. .. .. ... vehicle, whereof
future models shall be object of supplements (or letter-supplements)
to the present agreement.
TERMS AND CONDITIONS
Article one
... hereby authorizes .. .. to reproduce miniatures of the ..
.. .. ... model, under non-exclusive status, granted only for
1/18th-scale, bearing any marks affixed to its original.
Authorization to reproduce other ... vehicles rather than the
above referred .. .. .. ... model, shall be given by future annexes
or supplements to the present agreement, signed by both parties
hereof.
These reproductions shall be made in conformity with the prototypes
of the miniatures to be submitted to the approval of Mrs. .. at
..'s Communication Center at .. .. .. .. .. ..-..-.. (Phone ..
.. .. .. ..; Fax .. .. .. .. ..).
It is hereby expressly declared that the present authorization
is conditioned to the approval of the respective miniature prototypes
and the package whereby the same shall be marketed, wherefore
.. is reserved the right to verify, during the course of the manufacturing
process, whether the reproduction of the .. .. .. .. model, and
any marks thereupon, as well as the quality of such miniatures,
are identical to those of the prototype receiving ...'s approval.
The marks placed on such miniatures shall be exactly identical
to those presented in the normal size vehicles, which .. .. was
authorized to reproduce, with exclusion of any other mark or all
marks of tobacco or beverages with over 1º alcoholic content.
Such authorization is valid for all countries, with any third
parties rights being reserved. Before proceeding with the marketing,
.. .. is obliged to make sure all marks used are dully protected.
Article two
Taking into account the notoriety of .. and other marks placed
on .. .. .. .. vehicles, .. expects that the reproduction of such
marks be done in a fashion that will result in a quality product
and in such conditions as to not affect the good reputation attributed
by customers to the products that bear such marks. .. gives particular
relevance to the strict compliance with this general obligation
of quality. To that effect, ... considers such a determinant condition
for the signing of the present agreement, the default thereof
would have determined its non-conclusion.
Any breach to the general obligation of quality hereinbefore provided,
may cause suspension or the cession of the authorization granted
under the present agreement, at ...'s discretion.
Article three
.. .. undertakes to settle with .. the following consideration:
- the irreversible global amount of ..,000.00 US$, on the signing
of the present agreement, for a three-year period, through check
drawn at the order of .. .. ...... - .. .. .. .. .. ..-..-..,
sent to the care of Mrs. .. .. ../.. - .. .. .. .. .. ..-..-...,
France;
- 10 free samples of the .. .. .. .. miniature, to be sent to
.. (addressed to the care of Mrs. .. .. ../.. - .. .. .. .. ..
..-....., France)
Article four
This authorization is granted exclusively to ... by ... and shall
not be transferred to third parties whether directly or through
any subsequent proceedings.
Article five
.. .. is due to inform ... of any forgery it may come across of
the marks placed on the vehicles object of the present agreement
and particularly the .. .. .. model, (such forgery may be, amongst
other things, reduced scale reproduction of the vehicles bearing
such marks), providing the necessary assistance in the defense
of ...'S rights.
Article six
The present agreement is valid for a term of three years counted
from the date of its signature by both parties. The authorization
object of the present agreement shall not take effect before the
signing of the present agreement by both parties.
The authorization object of the present agreement may be renewed
through a written supplement to the present agreement, following
.. ..'s written request addressed to .. three months prior to
the expiration of the present agreement.
Article seven
Any one of the parties hereof hold the right to call at any time
for the termination of the present agreement, serving a notice
of such by means of certified mail with return receipt request,
when the other party defaults any of the obligations hereby undertaken,
wherefore such termination shall immediately take effect.
Article eight
The Court of .. de .. entertains jurisdiction in case of any dispute
arising from the construction or execution of the present agreement
judging according to French Law.
All charges, taxes and fees inherent to this agreement, both
present and future, shall run on the account of .. .. who is hereby
obliged.
Drawn in duplicate in Neuilly-sue-Seine on the
..
On behalf of .. ..
.. ..
On behalf of .. .. ... FACTORY
.. ..
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