Sample Business Contracts

Sublicense Agreement - Entertainment Management Services Inc. and Go West Entertainment Inc.

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                              SUBLICENSE AGREEMENT

     THIS AGREEMENT, made and entered into this 31st day of March, 2003, by and
between ENTERTAINMENT MANAGEMENT SERVICES, INC., a New York corporation with its
principal office at 533-535 West 27th Street, New York, NY 10001 or designee
("Licensor") and GO WEST ENTERTAINMENT, INC. a New York corporation with its
principal office at 533-535 West 27th Street, New York, NY 10001.

                              W I T N E S S E T H:

     WHEREAS, LICENSOR licenses the SCORES trademarks and related intellectual
property listed on Exhibit A (the "Scores Trademarks") and has the right to
sublicense the same on the terms set forth herein; and

     WHEREAS, Licensee is the owner and operator of an adult-entertainment night
club/restaurant to be located at 533-535 West 27th Street, New York, New York
(the "Location") which will conduct business under the name "Scores" ("Scores
West"); and

     WHEREAS, Licensee will hereby receive the right and license to use the
Scores Trademarks in connection with the operation of Scores West at the
Location, and the sale of certain merchandise, for the Term (as defined below)
(the "Scores West Business");

     NOW, THEREFORE, for and in consideration of the promises, covenants, and
agreements contained herein, and for other good and valuable consideration,
receipt of which is hereby acknowledged by both parties, the parties agree as


     (a) Scores West Business. Licensor hereby grants to Licensee and Licensee
     accepts, a non-exclusive license to use the Scores Trademarks during the
     Term in connection with the Scores West Business subject to the terms and
     conditions of this License Agreement.

     (b) Merchandising. Licensor hereby grants to Licensee, on the terms and
     conditions set forth herein, a non-exclusive license during the Term to use
     the Scores Trademarks in connection with the retail sale of commercial
     merchandise, including tee-shirts, sweatshirts, sweat pants, jackets,
     baseball hats, key rings, and other similar merchandise, all to be sold at
     and out of Scores West including the right to sell any merchandise
     utilizing the Scores Trademarks relative to Scores West over the Internet
     on a site maintained by Scores West and by mail order, catalog or at any
     other location or in any other channel maintained by Scores West specific
     to the Scores West Business.

     2. ROYALTIES:

     (a) Amount. Licensee agrees to pay Licensor a non-refundable royalty equal
     to four and 99/100 percent (4.99%) of the Gross Revenues of Licensee earned
     in connection with Scores West during the term hereof. Gross Revenues shall


     100% of Licensee's receipts received from Scores West's operation, less
     only actual sales tax paid.

     (b) Royalty Reports. Licensee shall furnish Licensor with written reports
     describing in detail all sales relative to Scores West Business. The
     reports shall be prepared and sent to Licensor not later than seven (7)
     days following the end of each month. Reports will be adjusted on a
     quarterly basis (if necessary), not later than ten (10) days after each
     calendar quarter period ending in March, June, September and December of
     each year.

     (c) Payment. Payment of royalties due under this Paragraph shall be made
     within ten (10) days of the issuance of each royalty report set forth

     3. APPROVAL BY LICENSOR. In order to preserve the value, goodwill and
     reputation of the Scores Trademarks, Licensee and Licensor shall consult
     each other during the Term hereof with regard to any marketing, advertising
     or promotional activities pursuant to the Scores West Business.
     Furthermore, prior to releasing or using any promotional, marketing,
     advertising or other similar materials which have not been approved by
     Licensor in the twenty-four (24) month period preceding the proposed use or
     in the event Licensee intends to utilize any such materials which have been
     used in the past 24 months but intends to do so in a media not used by
     Licensor in the 24-month period preceding the proposed use, Licensee shall
     first obtain the prior written consent of Licensor for such use, which
     shall not be unreasonable withheld. In connection with obtaining such
     consent, Licensee shall send copies of all materials and media for the
     proposed use so that Licensor can thoroughly evaluate the proposed use.

     for the compliance with all applicable laws and safety standards regarding
     the operation of its business, the Location, other licensed locations and
     the use of the Scores Trademarks herein. Licensor's approval of submissions
     pursuant to Paragraph 3 above in no way affects, alters, diminishes or
     waives Licensee's obligations hereunder or under Licensee's obligation to
     indemnify Licensor as set forth herein below.

     5. BOOKS AND RECORDS. Licensee shall, for a minimum of three (3) years from
     their rendition, keep full and accurate books of account, records, data and
     memoranda representing Licensee's sales. Licensee further gives Licensor
     the right, at its own cost and expense, to examine said books and records
     on reasonable notice, such examination to be conducted in such a manner as
     to not unreasonably interfere with the business of Licensee. Licensee shall
     reasonably cooperate with Licensor in the event the owner of the Scores
     Trademarks requests an audit. Licensor or its representatives shall not
     disclose to any other person, firm, or corporation any information acquired
     as a result of any examination, provided, however, that nothing contained
     herein shall be construed to prevent Licensor and/or its duly authorized
     representatives from using or disclosing said information in any court,
     arbitration, or other action instituted to enforce the rights of Licensor



     (a) All copyrights, trademarks and/or patents in the Scores Trademarks and
     related intellectual property belong solely to Licensor and are within the
     scope of the license granted herein. Upon termination of this Agreement all
     intellectual property rights and rights granted herein in the Scores
     Trademarks immediately revert to Licensor or the owner of the Scores
     Trademarks and Licensee agrees to return to Licensor all original artwork,
     models, samples, prototypes, renderings and drawings incorporating the
     Scores Trademarks. All use by Licensee of the intellectual property rights
     of the Scores Trademarks shall inure to the sole benefit of Licensor and
     the owner of the Scores Trademarks. Licensee shall execute any and all
     documents necessary to confirm said reversions of rights and hereby
     appoints Licensor its attorney-in-fact to execute any such documents in the
     event Licensee is unwilling or unable to do so. Licensee acknowledges the
     exclusive ownership of all intellectual property rights in and to the
     Scores Trademarks by the owner of the Scores Trademarks and will not take
     any action to interfere with or challenge said ownership, including but not
     limited to registering or attempting to register the same or similar marks
     or properties anywhere in the World, nor commence or participate in
     cancellation or opposition proceedings.

     7. WARRANTY.

     (a) Licensor hereby warrants that, to the best of its knowledge, the
     granting of the license hereunder or the subsequent commercial exploitation
     of the license does not violate the intellectual property or contract
     rights of any third party. Licensor further warrants that it has not
     intentionally violated the rights of any third party in granting Licensee
     this license.

     (b) Licensee hereby warrants that any goods sold by it bearing the Scores
     Trademarks and each component thereof shall be of good quality and free of
     defects in design, materials, workmanship and shall comply with all
     applicable laws and safety standards.

     8. OFFENSIVE LITIGATION. Licensee agrees to give Licensor prompt
     notification of any third party's actions which would constitute an
     infringement of the rights granted to it by this Agreement. Licensor shall
     prosecute, at its own discretion, infringement actions against any third
     party infringers and any recoveries obtained therein shall belong
     exclusively to Licensor. Licensee shall, at Licensor's expense, cooperate
     in all respects with Licensor's prosecution of said suits, including but
     not limited to being named as a party in any such suit, producing
     documents, appearing as witnesses, etc.


     (a) Licensor agrees to indemnify and hold harmless Licensee from and
     against any and all damage, loss, and expense incurred as a result of the
     breach of any of Licensor's warranties herein. This indemnification shall
     become operative only after a final judgment, order or decree is issued
     which contains a finding that Licensor intentionally infringed upon the
     rights of a third party. Any claims made against Licensee which would
     result in Licensor becoming obligated to indemnify Licensee hereunder shall
     not permit Licensee to withhold any amounts due Licensor hereunder.


     (b) Licensee agrees to indemnify, defend, and hold harmless Licensor, its
     agents and employees from and against any and all loss and expense arising
     out of any claims of personal injury, product liability, wrongful death,
     negligence, strict liability or other similar action, in addition to the
     breach of any of its warranties hereunder or the violation of any
     applicable law or safety standard based on the use of the Scores Trademarks
     by or on behalf of Licensee and/or its subsidiary, affiliated, controlled
     company. Licensee shall maintain, at its sole cost and expense, premises
     liability, liquor liability, workman's compensation (in the amount required
     by New York State Law), plate glass insurance (as per Licensee's lease),
     commercial liability coverage and other customary insurance. The premises,
     commercial, and liquor policies must provide coverage of at least
     $3,000,000/$3,000,000, naming Licensor as an additional insured, and
     providing that such policy cannot be canceled without thirty (30) days
     prior written notice to Licensor. In the event any claim is made against
     Licensor in excess of the limits of Licensee's insurance set forth above,
     Licensor may, at Licensee's expense, retain counsel of its own choosing to
     defend said claims. All insurance shall be primary and not contributory.
     Licensee agrees to provide Licensor with a copy of the insurance
     declarations and/or certificates within 20 days following the date of this


     (a) In case either party fails to perform under or commits or allows to be
     committed a breach of any of the several covenants and conditions herein
     contained, the other party shall notify such party in writing of such
     failure or default and such party shall then have the right to remedy such
     failure or default within thirty (30) days. If the default has not been
     cured within said thirty (30) days of notice to the defaulting party, then
     the aggrieved party may terminate this Agreement immediately by a further
     notice in writing. If Licensor shall send notice of default to Licensee
     based on a failure to pay royalties, then Licensee shall cure such default
     within ten (10) days of notice.

     (b) Any termination under this paragraph will be without prejudice to the
     rights and remedies of either party with respect to any provisions or
     covenants arising out of breaches committed prior to such termination.

     (c) If a petition in bankruptcy is filed by or against Licensee, or
     Licensee becomes insolvent, or makes an assignment for the benefit of
     creditors, or any other arrangement pursuant to any bankruptcy law, or if
     Licensee discontinues its business or if a receiver is appointed for it or
     its business, to the fullest extent permitted by law at the time of the
     occurrence, the license hereby granted shall automatically terminate
     without any notice whatsoever being necessary. In the event this License is
     so terminated, Licensee, its receivers, representatives, trustees, agents,
     administrators, successors, and/or assigns shall have no right to sell,
     use, exploit or in any way deal with or in the Scores Trademarks or
     anything relating to it whatsoever except with and under the special
     consent and instructions of Licensor in writing, which they shall be
     obliged to follow.

     11. TERM. Subject to Paragraph 10, the Term of this Agreement shall
     commence on the date first written above and continue as long as Scores
     West continues in operation. Upon cessation of operation by Scores West for
     a period of greater than


     one hundred eighty (180) days for any reason other than Force Majeure, this
     Agreement shall automatically terminate.

     12. REPRESENTATION. It is expressly agreed and understood that neither
     party hereto is the agent or legal representative of the other and neither
     party has the authority, express or implied to bind the other or pledge its
     credit. This Agreement does not create a partnership or joint venture
     between the two parties.

     13. FORCE MAJEURE. It is understood and agreed that in the event of an act
     of the government, war, fire, flood or other natural disaster, or labor or
     manufacturing strikes which prevent the performance of this Agreement, such
     nonperformance will not be considered a breach of this Agreement, and such
     nonperformance shall be excused while, but not longer than, the conditions
     described herein prevail. The period of Force Majeure shall not exceed
     twelve (12) months.

     14. NOTICES. All notices, whenever required in this Agreement, will be in
     writing and sent by certified mail, return receipt requested to the
     addresses set forth above. Notices will be deemed to have been given two
     business days following mailing. A copy of all notices to Licensor shall be
     sent via regular mail to:

     15. CONTROLLING LAW. This Agreement shall be construed in accordance with
     the laws of the State of New York, United States of America and
     jurisdiction over the parties and subject matter over any controversy
     arising hereunder shall be in the Courts of the State of New York, County
     of York or the Federal courts therein. Both parties hereby irrevocably
     consent to said jurisdiction and venue.

     16. ASSIGNMENT. This Agreement shall be binding upon and inure to the
     benefit of the parties hereto and their respective successors and permitted
     assigns, but neither this Agreement, nor any of the rights, interests or
     obligations hereunder shall be assigned by Licensee without the prior
     written consent of Licensor, and any attempts to do so without the consent
     of Licensor shall be void and of no effect. As an express exception to the
     preceding sentence, Licensee shall have the right to assign this License to
     any parent, subsidiary or affiliated company on written notice to Licensor.

     17. ENTIRE AGREEMENT. This writing constitutes the entire agreement and
     understanding between the parties. No other oral or written agreements or
     representations exist or are being relied upon by either party, all being
     merged herein. Any modifications or additions hereto must be made in
     writing and signed by both parties.


     (a) The paragraph headings used herein are for reference purposes only and
     do not effect the meaning or interpretation of this Agreement. If any
     provisions of this Agreement are for any reason declared to be invalid or
     illegal, the remaining provisions shall not be affected thereby.

     (b) The failure of either party to enforce any or all of its rights
     hereunder as they accrue shall not be deemed a waiver of those rights, all
     of which are expressly reserved.


     (c) This Agreement may be executed in more than one counterpart, all of
     which shall be deemed to be originals.


     (a) In order to induce Licensor to enter into this Agreement and to secure
     the complete and timely performance of Licensee's obligations hereunder,
     Licensee hereby grants to Licensor a security interest in the license
     granted under this Agreement as well as Licensee's receivables in
     connection therewith. In the event Licensee defaults under this license and
     Agreement, Licensor may enforce against Licensee all the rights and
     remedies of a secured creditor upon default under all applicable laws. In
     the event Licensee files for bankruptcy under the U.S. Bankruptcy laws,
     Licensor may enforce all rights and remedies of a secured creditor under
     the U.S. Bankruptcy Code.

     (b) Licensee agrees to execute any and all documents necessary to perfect
     Licensor's security interest in this license including, but not limited to,
     Financing Statement Form UCC-1 and any other security agreements and
     financing statements evidencing said security interests in such form as may
     be recorded and perfected according to the laws of the State of New York
     and the U.S. Patent and Trademark Office.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement of Seven (7)
pages as of the date first written above.


By:_____________________                             By:________________________

Title:__________________                             Title:_____________________


                                  SCHEDULE A

1.   U.S. Trademark Registration No. 1855829 for SCORES SHOWROOM with design
     (INT 25, 41, 42);

2.   U.S. Trademark Registration No. 1830405 for SCORES NEW YORK with design
     (INT 25, 41, 42);

3.   U.S. Trademark Registration No. 1830135 for SCORES (INT. 6, 41, 42)