Royalty Agreement - Galera Industries Inc. and Collectible Concepts Group Inc.
Royalty Agreement
This agreement is entered into this 1st day of Oct. 1999, by and between Galera
Industries Inc.("Association") and Collectible Concepts Group (Company) agrees
as follow.
1. Grant of License. Association grants Company the right to use, during the
term and on the conditions set forth in this Agreement, the names, symbols,
trademarks and trade names as set forth on Schedule A attached hereto and
incorporated herein by reference ("Name").
2. Term. This agreement shall continue for a period of 1 year (one) year from
the effective date of this agreement, and shall be automatically renewed for
1 year (one) additional year terms, unless at least 60 days before the
expiration of year term, either party gives to the other party notice in
writing of termination at the end of such term.
3. Scope. Company shall only use the Name for outposts of marketing,
distributing, advertising or other commercial purposes with respect to the
products, area or purposes set forth on Exhibit A attached hereto and
incorporated herein by reference. The license shall be exclusive for the
period of this contract.
4 Royalty. The royalty to be paid to Association by Company for use of the name
shall be as follows: 2% of gross sales. The royalty shall be payable within
15 days from end of month for paid sales the previous month.
5 Company's Duties. Company shall use the Name only for the purposes authorized
in this Agreement Company's use of the Name shall conform to the highest
industry standards and shall be used in a fashion to preserve the inherent
value intrinsic in the Name.
6. Termination. This Agreement shall terminate upon the earliest of the
following:
a. Expiration of the term of this Agreement as set forth in paragraph 2.
b. The mutual written agreement of the parties.
7. Relationship of Parties. Nothing in this Agreement shall be deemed to
constitute a joint venture, partnership, employment or other legal
relationship other than that of licensor and license.
8. Trade Secrets Confidentiality. Both Company and Association may share
privileged and confidential information with the other party during the term
of the Agreement. Any information that is intended to remain confidential
shall be clearly marked. The recipient shall only distribute such information
to those with a "need to know" and shall ensure that all employees or agents
maintain the confidentiality of the information received.
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9. Appropriate Insurance Licensing. The Company warrants and represents that it
is and will be licensed in each and every state or jurisdiction in which it
performs services pursuant to the insurance codes of the various states in
which such license is required. The Company further warrants and represents
that it will comply with all applicable rules, licensing requirements, and
other requirements of every jurisdiction in which it operates.
10. Indemnification.
10.1 Company's Indemnification. Company shall indemnify, defend and hold
harmless Association from any and all damages, claims, suits, or cost
relating to Company's product services, or activities, breach of this
Agreement and use or misuse of Name.
10.2 Cessation. Upon termination of this Agreement, Company shall immediately
cease to use the Name and shall deliver all copies of any sales material
using Name to Association or destroy it as Association shall direct.
10.3 Entire agreement. This document constitutes the. entire agreement between
the parties, all oral agreements begin merged herein, and supersedes all
prior representation.
10.2 Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall whenever possible be cumulative with all other
remedies at law or in equity.
IN WITNESS WHEREOF the parties have signed this agreement on the date
first written.
___________________________________
For Collectible Concepts Group, Inc.
___________________________
For Galera Industries, Inc.
Schedule A
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Use of the image(s) of Galena's pistol, The .45 Longslide as a replica model for
production of limited edition cast replicas of the pistol. Product(s) to be
marketed internationally in any market CCGR deems financially feasible Also use
of the image in various media for Advertising purposes.