Agreement - Adrienne Weiss Co. and Build-A-Bear Workshop Inc.
AGREEMENT
In consideration of one dollar and other monies already paid and the mutual
covenants and promises contained in this Agreement, and for other valuable
consideration, the sufficiency of which is hereby acknowledged, Adrienne Weiss
Company with an address at 875 North Michigan Avenue, Suite 3700, Chicago, IL
60611(hereinafter "CONTRACTOR") hereby contracts with Build-A-Bear Workshop,
Inc. a Delaware corporation, with principal offices at 1954 Innerbelt Business
Center Drive, St. Louis, Missouri 63114 (hereinafter "OWNER"), as follows:
1. CONTRACTOR has been commissioned or contracted to design and create or
has already designed and created certain audio, visual, musical,
literary, graphic, dramatic, architectural, textual, software or other
works, designs or processes or systems as described as follows: graphic
projects that support brand identification, promotion development new
products, entertainment products and expansion of the Build-A-Bear
Workshop brand (a sample or description of which is attached hereto as
Exhibit A). All such works, including without limitation all manners of
dimensions, presentations, embodiments or forms thereof in any medium, and
any revisions, alterations, variations or derivative works thereof, and
any ideas, inventions, processes, designs, whether patentable,
copyrightable or susceptible to other forms of intellectual property
protection associated therewith or resulting therefrom, are hereinafter
collectively referred to as the "Works".
2. CONTRACTOR hereby assigns, transfers and conveys to OWNER the entire
worldwide right, title and interest including worldwide copyright in and
to the Works, including all reproduction rights present and future and any
and all manners of dimensions, presentations, embodiments and/or forms
thereof, and all derivative Works thereof which CONTRACTOR may now or
hereinafter author in whole or part. CONTRACTOR warrants that the Works
are the original works of the CONTRACTOR or its predecessor in interest,
that CONTRACTOR owns the entire valid, subsisting and exclusive right,
title and interest in the Works including without limitation exclusive
claim to copyright therein; and that such Works have not been licensed,
assigned, mortgaged or otherwise encumbered. Any other work, idea,
invention design process or other intellectual property which CONTRACTOR
may hereinafter create as part of any further contract or commission from
OWNER or created at the request of OWNER or for which payment is made by
OWNER to CONTRACTOR or which is associated with or results from any such
commission, contract, request or payment by OWNER shall be deemed Works
subject to the terms of this Agreement [and a sample of same shall be
included as an exhibit hereto].
3. CONTRACTOR hereby indemnifies, defends, and holds OWNER harmless for any
breach of this agreement or any of the warranties and representations made
herein or any claim against OWNER or its assigns, or others in privity
with it, for copyright infringements, unfair competition, unfair trade
practice, unjust enrichment, fraud or
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Agreement
Page 2
infringement or violation of any intellectual property right relating to
or by reason of uses of Works.
4. Without limitation to any provision of this agreement, CONTRACTOR
expressly acknowledges and agrees that it will not provide such Works or
any derivative or substantially similar Works to any other party
notwithstanding that such Works may be of a different color, size, texture
or fabric.
5. CONTRACTOR covenants that it will execute any and all documents required
by OWNER for the purpose of implementing CONTRACTOR'S obligations under
Paragraph two (2) above for confirming OWNER'S ownership.
6. If CONTRACTOR is an individual (as opposed to a corporation):
CONTRACTOR'S birth date is:______________________________________
CONTRACTOR is a citizen of United States
7. This Agreement shall be governed by the internal laws of the State of
Missouri, and federal intellectual property laws, without regard for
choice of law. The parties agree that any dispute arising out of this
Agreement shall be litigated solely in the federal and state courts
located in the City or County of St. Louis, Missouri, and CONTRACTOR
hereby submits to the exclusive jurisdiction of such courts.
8. If any provision of this Agreement is deemed invalid or unenforceable by
any court of competent jurisdiction, such provision shall be deemed
amended to conform to applicable law so as to be valid, legal and
enforceable in such jurisdiction. If such provision cannot be amended
without materially altering the intention of the parties, it shall be
stricken and the remainder of this Agreement shall continue in full force
and effect.
9. CONTRACTOR agrees to maintain any designs, drawings, business plans,
prototypes, materials, documents, methods of business, inventions, trade
secrets and other proprietary information associated with the Works or
OWNER'S business, whether in tangible form, or communicated orally or in
writing, or observed by CONTRACTOR ("Confidential Information") in
confidence, and agrees that any employees of CONTRACTOR who have access to
such Confidential Information shall likewise be bound to maintain such
information in confidence, until such time as OWNER discloses such
information to the public, or such information becomes available to the
public through no fault of CONTRACTOR. Should CONTRACTOR or employees of
CONTRACTOR have any doubt as to what constitutes Confidential Information,
CONTRACTOR and its employees
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agree to request clarification in writing form OWNER, who will advise
CONTRACTOR and its employees accordingly in writing.
10. This Agreement is the entire agreement between the parties and shall not
be modified amended or altered in any manner except by written agreement
of the parties.
11. This Agreement shall inure to the benefit of, and be binding upon, the
parties, their heirs, successors and assigns.
BUILD-A-BEAR WORKSHOP, INC.
By: /s/ Maxine Clark
-------------------------------
Printed Name: Maxine Clark
Title: President
Date: 7/19/01
ADRIENNE WEISS CORPORATION
By: /s/ Adrienne Weiss
--------------------------------
Printed Name: Adrienne Weiss
Date: July 16, 2001
<PAGE>
AGREEMENT
In consideration of one dollar and other monies already paid and the
mutual covenants and promises contained in this Agreement, and for other
valuable consideration, the sufficiency of which is hereby acknowledged,
Adrienne Weiss Corporation with an address at _________________________________
(hereinafter "CONTRACTOR") hereby contracts with Build-A-Bear Workshop, Inc. a
Delaware corporation, with principal offices at 1954 Innerbelt Business Center
Drive, St. Louis, Missouri 63114 as successor in interest to Build-A-Bear
Workshop, L.L.C., and Smart Stuff, Inc. (hereinafter "OWNER"), as follows:
1. CONTRACTOR has been commissioned or contracted to design and create or has
already designed and created certain audio, visual, musical, literary,
graphic, dramatic, architectural, textual, software or other works,
designs or processes or systems as described as follows: Teddy Bear
Hanger, and the "CHOOSE ME" jingles, with and without designs, (a sample
or description of which is attached hereto as Exhibit A). All such works,
including without limitation all manners of dimensions, presentations,
embodiments or forms thereof in any medium, and any revisions,
alterations, variations or derivative works thereof, and any ideas,
inventions, processes, designs, whether patentable, copyrightable or
susceptible to other forms of intellectual property protection associated
therewith or resulting therefrom, are hereinafter collectively referred to
as the "Works".
2. CONTRACTOR hereby assigns, transfers and conveys to OWNER the entire
worldwide right, title and interest including worldwide copyright in and
to the Works, including all reproduction rights present and future and any
and all manners of dimensions, presentations, embodiments and/or forms
thereof, and all derivative Works thereof which CONTRACTOR may now or
hereinafter author in whole or part. CONTRACTOR warrants that the WORKS
are the original works of the CONTRACTOR or its predecessor in interest;
that CONTRACTOR owns the entire valid, subsisting and exclusive right,
title and interest in the Works including without limitation exclusive
claim to copyright therein; and that such Works have not been licensed,
assigned, mortgaged or otherwise encumbered. Any other work, idea,
invention design process or other intellectual property which CONTRACTOR
may hereinafter create as part of any further contract or commission from
OWNER or created at the request of OWNER or for which payment is made by
OWNER to CONTRACTOR or which is associated with or results from any such
commission, contract, request or payment by OWNER shall be deemed Works
subject to the terms of this Agreement [and a sample of same may be
included as an exhibit hereto].
3. CONTRACTOR hereby indemnifies, defends, and holds OWNER harmless for any
breach of this agreement or any of the warranties and representations made
herein or any claim against OWNER or its assigns, or others in privity
with it, for copyright infringements, unfair competition, unfair trade
practice, unjust enrichment, fraud or infringement or violation of any
intellectual property right relating to or by reason of uses of works.
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Agreement
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4. Without limitation to any provision of this agreement, CONTRACTOR
expressly acknowledges and agrees that it will not provide such Works or
any derivative or substantially similar Works to any other party
notwithstanding that such Works may be of a different color, size, texture
or fabric.
5. CONTRACTOR covenants that it will execute any and all documents required
by OWNER for the purpose of implementing CONTRACTOR'S obligations under
Paragraph two (2) above for confirming OWNER'S ownership.
6. If CONTRACTOR is an individual (as opposed to a corporation):
CONTRACTOR'S birth date is: _____________________________________________
CONTRACTOR is a citizen of United States
7. This Agreement shall be governed by the internal laws of the State of
Missouri, and federal intellectual property laws, without regard for
choice of law. The parties agree that any dispute arising out of this
Agreement shall be litigated solely in the federal and state courts
located in the City or County of St. Louis, Missouri, and CONTRACTOR
hereby submits to the exclusive jurisdiction of such courts.
8. If any provision of this Agreement is deemed invalid or unenforceable by
any court of competent jurisdiction, such provision shall be deemed
amended to conform to applicable law so as to be valid, legal and
enforceable in such jurisdiction. If such provision cannot be amended
without materially altering the intention of the parties, it shall be
stricken and the remainder of this Agreement shall continue in full force
and effect.
9. CONTRACTOR agrees to maintain any designs, drawings, business plans,
prototypes, materials, documents, methods of business, inventions, trade
secrets and other proprietary information associated with the Works or
OWNER'S business, whether in tangible form, or communicated orally or in
writing, or observed by CONTRACTOR ("Confidential Information") in
confidence, and agrees that any employees of CONTRACTOR who have access to
such Confidential Information shall likewise be bound to maintain such
information in confidence, until such time as OWNER discloses such
information to the public, or such information becomes available to the
public through no fault of CONTRACTOR. Should CONTRACTOR or employees of
CONTRACTOR have any doubt as to what constitutes Confidential Information,
CONTRACTOR and its employees agree to request clarification in writing
from OWNER, who will advise CONTRACTOR and its employees accordingly in
writing.
10. This Agreement is the entire agreement between the parties and shall not
be modified amended or altered in any manner except by written agreement
of the parties.
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11. This Agreement shall inure to the benefit of, and be binding upon, the
parties, their heirs, successors and assigns. The parties acknowledge that
OWNER is successor in interest to Build-A-Bear Workshop, L.L.C., and Smart
Stuff, Inc., and this Agreement shall be equally effective in conveying
all rights in the works to OWNER just as though those rights were first
assigned to OWNER'S predecesser companies and then conveyed to OWNER.
12. This Agreement is effective, nunc pro tunc, as of creation of the
works.
BUILD-A-BEAR WORKSHOP, INC. ADRIENNE WEISS CORPORATION
By: /s/ Maxine Clark By: /s/ Adrienne Weiss
----------------------------- --------------------------------
Printed Name: Maxine Clark Printed Name: Adrienne Weiss
Title: President Title: CEO
<PAGE>
EXHIBIT A
1. All "CHOOSE ME" jingles, with and without designs, including in
particular:
A. Choose Me Stuff Me Stitch Me Fluff Me Take Me Home
B. Choose Me Stuff Me Stitch Me Fluff Me Dress Me Hear Me Name Me Take
Me Home
C. Choose Me Hear Me Stuff Me Stitch Me Fluff Me Name Me Dress Me Take
Me Home
D. All other variations, derivative works, and presentations, with and
without designs, including but not limited to the attached designs.
2. Teddy Bear Hanger (copy attached)
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[GRAPHIC]
CHOOSE ME
STUFF ME
STITCH ME
FLUFF ME
DRESS ME
TAKE ME HOME
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[GRAPHIC]
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BUILD - A - BEAR HANGER.
(FRONT)
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BUILD - A - BEAR HANGER.
(BACK)