Sample Business Contracts

Exclusive Licensing Agreement - Rick's Cabaret International Inc. and Robert L. Watters

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                          EXCLUSIVE LICENSING AGREEMENT

     This  Licensing Agreement ("Agreement") is made and entered into as of this
29th  day  of March, 1999, by and between RICK'S CABARET  INTERNATIONAL, INC., a
Texas  corporation,  having  its principal place of business at 16770 Hedgecroft
Drive, #714, Houston, Texas 77057 ("Licensor"), and ROBERT  L. WATTERS, a person
of  the  full  age  of majority and a resident of  Houston, Texas  ("Licensee").

                               W I T N E S S E T H

     WHEREAS,  Licensor  asserts  that it is the sole and exclusive owner of the
name  "Rick's  Cabaret"  and  all  logos, trademarks and service marks attendant
thereto,  all  as  more  fully  described  on  Exhibit  A  hereto (the "Licensed

     WHEREAS,  Licensor  was  issued  certificates of registration by the United
States  Patent  and  Trademark  Office  for  all  or  a  portion of the Licensed
Material,  as  set  forth  on  Exhibits  B,  C,  D  and  E;  and

     WHEREAS,  Licensor  and Licensee are parties to that certain Stock Purchase
Agreement  dated  of  even  date  herewith;  and

     WHEREAS,  in  connection with the Stock Purchase Agreement, Licensor agreed
to  grant Licensee an exclusive license for use and exploitation of the Licensed
Material  in  the  States  of  Louisiana,  Mississippi,  Florida  and  Alabama;

     NOW  THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable  consideration  as  stated  herein  and as stated in the Stock Purchase
Agreement,  the  receipt  and  sufficiency of which are hereby acknowledged, the
parties  hereto,  intending  to  be  legally  bound, do hereby agree as follows:

                                    ARTICLE I
                                TERM OF AGREEMENT

     The  term  of this Agreement and the rights granted and obligations assumed
hereto,  shall  commence  on the date and execution hereof, and shall endure and
remain  in  full  force  in  perpetuity.

                     Exclusive Licensing Agreement - Page 1
                                   ARTICLE II
                            LICENSE GRANT AND RIGHTS

2.1     LICENSE.

     (a)     Licensor hereby grants to Licensee and Licensee hereby accepts from
Licensor,  subject  to  the terms and conditions hereinafter set forth, the sole
and exclusive right throughout the Territory, as hereinafter defined, to use and
exploit  the Licensed Material; provided, however, that nothing contained herein
shall be interpreted to grant Licensee any electronic commerce rights, except as
such  rights  relate  to  literary  works  created  by  License for distribution
throughout  the  world.  As  used  herein  "Territory"  shall mean the States of
Louisiana,  Florida,  Alabama,  and  Mississippi.

     (b)     The  foregoing notwithstanding, the license granted hereunder shall
also  include  the  right by Licensee, for advertising purposes only, to publish
the  Licensed  Material,  as  it  relates to the Territory, in books, magazines,
newspapers  or  other  media,  including  any and all forms of electronic media,
whether  currently  existing  or not yet developed, which publication may have a
worldwide  distribution;  and  to use and exploit the Licensed Material, and any
derivatives  therefrom in any literary works or publications created by Licensee
for distribution throughout the world; provided, however, that nothing contained
herein shall be interpreted to grant Licensee any e-commerce rights except as it
relates  to  literary  works created by Licensee for distribution throughout the

     2.2     TRANSFERABILITY.  Licensee  shall  have  the  right to transfer the
license  granted  hereby to any entity of which Licensee owns greater than fifty
percent  (50%).

     2.3     BANKRUPTCY;  ABANDONMENT.   As  sole  and  exclusive  owner  of the
Licensed  Material,  Licensor  agrees  that  in  the  event  of  bankruptcy,  or
appointment  of  a receiver or trustee for conserving or distributing its assets
for  the  benefit  of  creditors,  with  respect  to the Territory, the Licensed
Material  shall,  without  notice,  become  the  sole  and exclusive property of
Licensee, as of ninety-one (91) days prior to such event, and any and all rights
of  every  kind  and  nature  of  Licensor in and to the Licensed Material shall

                                   ARTICLE III
                              ENFORCEMENT OF RIGHTS

     3.1     JOINT  ENFORCEMENT.  Upon  discovery  of  any  infringement  of the
Licensed  Material  at  the  option  of either Licensor or Licensee, appropriate
legal  action  in  connection  therewith  shall  be undertaken either jointly or
separately  by  Licensor  and  Licensee.  In the event that such action is taken
jointly, each party shall contribute equally to the expenses of any such action.
If  any  damages  for  infringement are awarded by a final decree or judgment to
Licensor  and  Licensee,  then  after  deducting  all  expenses arising from the
litigation  and  reimbursing  each contributing party for its contributions, the
remainder  shall  be  divided  equally  among  the  contributing  parties.

                     Exclusive Licensing Agreement - Page 2
     3.2     INDEPENDENT  ENFORCEMENT.If  one  party  shall  not wish to join or
continue  in  any  such  action,  but the other party shall wish to institute or
continue  such  action, said one party shall render all reasonable assistance to
the  other  party in connection therewith at said other party's expense and said
other  party  shall  be  entitled  to retain all recoveries with respect to such

                                   ARTICLE IV

     Licensor  hereby  represents  and  warrants  as  follows:

     4.1     OWNERSHIP  Licensor is the sole and exclusive owner of the Licensed

     4.2     AUTHORITY.  Licensor  is  authorized  to grant the rights conferred

     4.3     NO  VIOLATION.   The  execution and delivery of this Agreement, the
granting of the rights contained herein and the use of the Licensed Material  in
accordance  with  the  terms  of  this  Agreement,  will not violate any laws or
regulations  or  violate  or  invalidate  any  agreement  or  documents to which
Licensor  is  a  party  and  by which Licensor is bound or to which the Licensed
Material  is  subject.

4.4     NO  OTHER  GRANTS.  To  knowledge  of  Licensor,  no person or entity is
entitled to any claim for compensation from Licensee for the use of the Licensed
Material  in  accordance with the terms and conditions of this Agreement, and no
person  or  entity  has been granted any right in or to the Licensed Material or
any  part  hereof,  in  the  Territory.

                                   ARTICLE  V

     Any  notice,  request  or  other  document  to  be given herein shall be in
writing  and  shall  be  delivered  (i)  on  the date of delivery when delivered
personally;  (ii)  one  day  after  dispatch  when  sent  by reputable overnight
delivery  service maintaining records or receipts; or (iii) three (3) days after
dispatch  when  sent  by certified or registered mail, return receipt requested,
postage  pre-paid:

     If  to  Licensor:

     Rick's  Cabaret  International,  Inc.
     16770  Hedgecroft  Drive,  #714
     Houston,  Texas  77060
     Attention:  President
     Telecopy:  (281)  820-1445

                     Exclusive Licensing Agreement - Page 3
     With  a  copy  to:

     Axelrod,  Smith  &  Kirshbaum
     5300  Memorial  Drive,  suite  700
     Houston,  Texas  77007
     Attention:  Robert  Axelrod,  Esq.
     Telecopy:  (713)  552-0202

     If  to  Licensee:

     Mr.  Robert  L.  Watters
     1810  Elmen
     Houston,  Texas  77019
     Telecopy:  (713)  942-9656

     With  a  copy  to:

     Chaffe,  McCall,  Phillips,  Toler  &  Sarpy,  L.L.P.
     1100  Poydras  Street,  Suite  2300
     New  Orleans,  LA  70163
     Attention:  E.  Howell  Crosby,  Esq.
     Telecopy:  (504)  585-7587

                                   ARTICLE VI
                               GENERAL PROVISIONS

     6.1     BINDING  EFFECT  ON LICENSOR.  This Agreement shall be binding upon
and  inure  to  the benefit of Licensor, its affiliates,  legal representatives,
successors,  heirs  and  assigns.

     6.2     BINDING EFFECT; ASSIGNABILITY BY LICENSEE.  This Agreement shall be
binding  upon  and  inure to the benefit of Licensee, its legal representatives,
successors,  heirs,  but  shall  not  be  transferable  or  assignable except as
specifically  set forth in Section 2.2 hereof, without the prior written consent
of  Licensor.

     6.3     MODIFICATION  AND  AMENDMENT.  No amendment or modification of this
Agreement  shall  be valid or binding upon the parties unless made in writing or
signed  by  or  on  behalf  of  each  of  the  parties  hereto.

     6.4     ENTIRE  AGREEMENT.     This  Agreement  supercedes  all  prior
discussions  and  agreements  between  the  parties  with respect to the subject
matter  hereof  and  this  Agreement, including exhibits and any other documents
delivered in connection herewith, contains the sole and entire agreement between
the  parties  hereto  with  respect  to  the  subject  matter  hereof.

                     Exclusive Licensing Agreement - Page 4
     6.5     COUNTERPARTS.   This  Agreement  may  be executed simultaneously in
counterparts,  each of which will be deemed an original, but all of which, taken
together,  will  constitute  one  and  the  same  instrument.

     6.6     NO THIRD PARTY  BENEFICIARY.  The  terms  and  provisions  of  this
Agreement are intended  solely  for  the  benefit  of the Licensor, Licensee and
their  respective  successors  or  assigns,  and  it is not the intention of the
parties to confer  third-party  beneficiary  rights  upon  any person or entity.

     6.7     GOVERNING  LAW.  This  Agreement shall be governed by and construed
in  accordance  with the laws of the State of Texas, regardless of the laws that
might  otherwise  govern or be applicable under principles or conflicts of laws.

     6.8     HEADINGS.  The descriptive headings contained in this Agreement are
included  for  convenience of reference only and shall not affect in any way the
meaning  or  interpretation  of  this  Agreement.

     6.9     GENDER.  Whenever  the  context  so  requires,  the  singular shall
include  the plural and the plural shall include the singular, and the gender of
any pronoun shall include other genders.  Unless the context otherwise requires,
the  terms  "hereof,"  "herein,"  "hereby"  and derivative or similar words will
refer  to  this  entire  Agreement.

     6.10     SEVERABILITY. Wherever possible, each provision of this Agreement,
shall  be  interpreted  in  such  a  manner  as  to be effective and valid under
applicable  law,  but  if any provision of this Agreement shall be prohibited or
invalidated  under  applicable  law,  such provision shall be ineffective to the
extent  of  such  provision  only and the remaining provisions of this Agreement
shall  remain  fully  effective.

     IN  WITNESS  WHEREOF,  the  Licensor and the Licensee each have caused this
Agreement  to  be  duly  executed  as  of  the  date  first  above  written.

ATTEST:                         LICENSOR:
                                RICK'S  CABARET  INTERNATIONAL,  INC.
VivianTipps                     By:  /s/  Eric  Langan
                                Name:  Eric Langan
Joel  Seidner                   Title:  Vice-president
WITNESSES:                      LICENSEE:

VivianTipps                     /s/ ROBERT L.  WATTERS
                                ROBERT  L.  WATTERS
Joel  Seidner

                     Exclusive Licensing Agreement - Page 5