Exhibit 10(x)
SECOND AMENDED AND RESTATED
INTERTAN ADVERTISING AGREEMENT
This Second Amended and Restated InterTAN Advertising Agreement
("Agreement") is by and among InterTAN, Inc. ("InterTAN"), InterTAN Canada
Ltd. ("ITC") (InterTAN and ITC being collectively referred to herein as
"INTERTAN GROUP"), TRS Quality, Inc. ("TRS") and RadioShack Corporation
("RADIOSHACK").
WHEREAS, INTERTAN GROUP has requested RADIOSHACK or TRS to authorize the
limited use of certain Materials (as hereinafter defined) and Marks (as
hereinafter defined) developed by or for RADIOSHACK during the term of this
Agreement, and
WHEREAS, INTERTAN GROUP hereby acknowledges TRS's ownership of the
trademarks and service marks (as the case may be) and all variations
thereof: "Radio Shack Gift Express", "The Repair Shop at Radio Shack",
"You've Got Questions! We've Got Answers!" "Radio Shack Unlimited", "Radio
Shack Express" and "RadioShack Select" (hereinafter called "Marks"); and
WHEREAS, INTERTAN GROUP also hereby acknowledges RADIOSHACK's ownership of
certain advertising and marketing concepts, strategies and materials
related to the positioning of RADIOSHACK as a service provider under the
Marks; and
WHEREAS, TRS and ITC have entered into a Second Amended and Restated
License Agreement ("ITC License Agreement") for ITC to use (as provided
therein) various marks described therein in Canada.
NOW, THEREFORE, the parties hereto agree as follows:
1. LICENSE.
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a) License of Materials.
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(i) Subject to all payments required hereunder being timely made
by INTERTAN GROUP and to INTERTAN GROUP's compliance with all
the terms of this Agreement, RADIOSHACK agrees to provide
InterTAN with the following information related to operation
of RadioShack stores and outlets in the U.S. (which are
collectively referred to in this Agreement as "Materials")
during the term of this Agreement:
(a) Copies of all POP materials, visual merchandising, and
model store information.
(b) Advance copies of flyers and annual catalogs.
Preferably, INTERTAN GROUP could receive these in both
finished as well as at any early proof stage, to assist
in planning.
(c) Monthly breakdown of percentage of sales by series,
increase or decrease in each series as a percentage of
last year's sales, and gross margin percentage this year
and last year by series.
(d) Forecast list of blockbuster and/or major promotional
products for next six months or whatever the appropriate
planning horizon may be.
(e) All training materials, preferably in hard copy and on
diskette or other magnetic media, to assist customizing
language or content as appropriate.
(f) Copies of all market and in-store research (e.g.
Envirosell).
(g) Data on a monthly basis on average sales per ticket and
average tickets per store.
(h) CDs or other media with all appropriate product
packaging information and formats, designs, etc.
(i) Copies of television commercials.
(j) Advance copies of and details regarding all programs
involving customer credit (i.e. Answers Plus program),
home connectivity, online strategy, and other service
initiatives (TSP RSU, etc.).
(k) Summary information regarding effectiveness of mailing
lists (number of flyers mailed per store, impact of
direct marketing efforts, etc.).
(l) Regular updates on thought processes leading to
strategic programs such as those intended to enhance
customer loyalty, customer service and those pertaining
to the reformatting of RadioShack stores.
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(ii) TRS grants a non-assignable, non-exclusive license to INTERTAN
GROUP to use the Materials in Canada in the limited manner
specified in this Agreement.
(iii) INTERTAN GROUP shall have no right to sublicense or disclose
any of the Materials to any third party other than contract
managers, dealers and franchisees duly granted a sublicense by
INTERTAN GROUP in accordance with the terms and conditions of
the ITC License Agreement. INTERTAN GROUP agrees to use the
Materials provided only as a source for concepts and ideas and
will not use the actual Materials provided in any other way.
(iv) INTERTAN GROUP will use only photography, talent, props and
backdrops which it currently owns, or which it purchases or
licenses for its own use, in any advertisements produced by the
INTERTAN GROUP arising from the Materials.
(v) Except as expressly provided in this Agreement, INTERTAN GROUP
agrees to keep all information specified above confidential and
not to provide this information to any third party until five
days after an item has been published or broadcast to the
general public anywhere in the United States. INTERTAN agrees
to return to RADIOSHACK or destroy all copies and originals of
confidential information within 30 days after expiration or
other termination of this Agreement.
b) License of Marks; New Marks.
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(i) Subject to the terms and conditions of this Agreement and to
the provisions of the ITC License Agreement, TRS grants a
non-assignable, non-exclusive license to INTERTAN GROUP to use
the Marks as service marks in Canada.
(ii) The Marks in Exhibit A attached hereto are hereby acknowledged
to be permitted under the ITC License Agreement and shall be
governed by the terms and conditions thereof for all purposes,
including but not limited to the quality control and
enforcement provisions thereof, except as otherwise set forth
in this Agreement.
(iii) Where required by applicable law, INTERTAN GROUP agrees, at its
expense, to register with the appropriate governmental entity
as, or to cause the appropriate governmental entity to appoint
it as, a
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registered user of the Marks or any related new marks
subsequently developed (as hereinafter described) after the
effective date hereof.
(iv) The parties recognize that TRS, RADIOSHACK or INTERTAN GROUP
may develop new marks in the future arising out of or based
upon the Materials. Any such new mark developed by or for
INTERTAN GROUP shall belong to, and be owned by, RADIOSHACK or
TRS exclusively. Before INTERTAN GROUP uses any new marks
arising out of or based on the Materials, INTERTAN GROUP shall
request TRS's or RADIOSHACK's approval of same in writing and
such approval shall not be unreasonably withheld or delayed. If
TRS or RADIOSHACK approves the use of a new mark by INTERTAN
GROUP, such new mark shall be listed on an exhibit to this
Agreement, and listed on an exhibit to the ITC License
Agreement, and shall be governed by the terms and conditions of
the ITC License Agreement, except as otherwise set forth in
this Agreement.
(v) This Agreement shall prevail over the ITC License Agre ...
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