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Trump World License Agreement

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TRUMP WORLD LICENSE AGREEMENT
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THIS AGREEMENT is entered into as of this 28th day of May 2004, by and between DONALD J. Trump, and individual having an office at 725 Fifth Avenue, New York, N.Y. 10022 "Licensor" and SOBE LIFE, LLC, having an office at 386 Park Avenue South, New Y 10016 "Licensee"). Licensor and Licensee are sometimes referred to individually as a "party" or collectively, as the "parties."


STATEMENT OF FACTS


(i) Licensor has filed a trademark application with the Patent
and Trademark Office for the trademark "Trump World" (the
"Property). Licensor has the power and authority to grant to
Licensee the right and license to use the Property solely in
connection with the identification and promotion of the "Trump
Magazine" (as herein defined) in the United States of America
(the "Licensed Territory").


(ii) Licensee and Trump World Publications LLC, an affiliate of
Licensor, are parties to a certain Publishing Agreement dated as
of May 28,2004, as amended by First Amendment to Publishing
Agreement dated as of May 28, 2004 and Second Amendment to
Publishing Agreement dated the date hereof (collectively, the
"Publisbing Agreement") pursuant to which Licensee will publish
a life style magazine (the "Trump Magazine") entitled "Trump
World."


(iii) Licensee desires to obtain from Licensor an exclusive
license to use the Property as the name of the Trump Magazine
and to sell and promote the Trump Magazine in the Licensed
Territory. Both Licensee and Licensor have agreed to the terms
and conditions upon which Licensee shall publish, distribute and
sell the Trump Magazine. In consideration of the promises and
agreements set forth herein, the parties, each intending to be
legally bound hereby, do promise and agree to the terms herein
contained.


1. LICENSE


A. Licensor hereby grants to Licensee for the Term (as herein
defined) the exclusive right and license to use the Property
solely in connection with the identification of the Trump
Magazine and its promotion, disiribution and sale in the
Licensed Territory. Licensee agrees to use the Property as the
exclusive identification of the Trump Magazine.


B. Licensee may not grant any sublicenses to any third party
without the prior express written consent of Licensor, which
consent Licensor may withhold for any reason or for no reason.


C. Nothing in this Agreement shall be construed or interpreted as
precluding Licensor from granting any other license or licenses
or other rights for use of the Property on or for any other
products or with respect to any services, merchandise or in any
other manner whatsoever, except for the rights granted to
Licensee herein.


2. TERM This Agreement shall be effective as of the date hereof and
shall expire on April 30, 2009, or such sooner date as the
Publishing Agreement shall terminate (the "Term").


3. COMPENSATION


A. In consideration for the license granted hereunder, Licensee
agrees to pay to Licenser during the Term of this Agreement a
royalty (the "Royalty") in the amount of:


(i) $120,000.00 for each of the fall (October) 2005 and winter
(December) 2005 issues of the Magazine; and


(ii) $135,000.00 for each issue of the Trump Magazine thereafter
published, regardless of the frequency of publication.


(iii) The applicable Royalty shall be paid to Licensor within ten (10)
days following each date of publication.


B. A Royalty obligation shall accrue to Licenser upon the
publication of each issue of the Trump Magazine regardless of
the time of collection by Licensee of the sales of the
applicable issue of the Trump Magazine.


C. All payments due hereunder shall be made in U.S. currency drawn
on a U.S. bank, unless otherwise specified between the parties.
Late payments shall incur an interest charge at the rate of one
and one-half percent (1-1/2%) per month from the date such
payments were originally due to the actual date of payment.


4. RECORD INSPECTION AND AUDIT


A. Licensor shall have the right upon reasonable notice, to
inspect Licensee's original books and ("Records") and all other
documents and material in Licensee's possession or control with
respect to the subject matter of this Agreement. Licensor shall
have free and full access to the Records for such purposes and
may make copies thereof.


B. In the event that such inspection reveals a discrepancy in the
amount of Royalty owed Licenser from what was actually paid,
Licensee shall pay such discrepancy, plus interest, calculated
at the rate of one and one-half percent (1-1/2%) per month. In
the event that such discrepancy is in excess of Five Thousand
U.S. Dollars ($5,000) or 5% of the amount due to Licensor,
whichever is greater, Licensee shall also reimburse Licensor for
the cost of such inspection.


2
C. All books and records relative to Licensee's obligations
hereunder shall be maintained and kept accessible and available
to Licenser for inspection in New York State for at least three
(3) years after termination of this Agreement.


S. COVENANTS, REPRESENTATIONS AND WARRANTIES


A. Licenser represents and warrants that it has the right and power
to grant the license granted herein, and that there are no other
agreements with any other party in conflict with such grant


B. Licenser further represents and warrants that the Property as
submitted to Licensee does not infringe any valid rights of any
third party.


C. Licensee represents and warrants that it will utilize its best
efforts to promote, market, sell and distribute the Trump
Magazine within the Licensed Territory and that it will use its
best efforts to make and maintain adequate arrangements for the
distribution, shipment and sale necessary to meet the demand
therefor.


D. Licensee shall be solely responsible for the manufacture,
production, sale, and distribution of the Trump Magazine and
will bear all costs associated therewith.


E. Licensee understands and agrees that it shall not sell or
distribute the Trump Magazine at discount prices without the
express prior written consent of Licensor.


F. Licensee covenants and represents that the quality of the Trump
Magazine shall at all times equal or exceed the "Trump Standard"
(as herein defined).


6. TRUMP STANDARD; OUALITY CONTROL


A. Licensee acknowledges and agrees that (i) Donald J. Trump is a
world-renowned builder and developer of luxury residential real
estate, hotels and casinos among other things; (ii) he has
become world renowned as the star of the television show, "The
Apprentice," and he enjoys the highest reputation in each. of
these fields; and (iii) he is the owner of the trademark "TRUMP"
in various classifications for many first quality products and
services. In recognition of the foregoing and as a material
inducement for Licensor's execution of this Agreement, Licensee
covenants and agrees with Licenser:


(a) to design, develop, market, distribute and sell the Trump
Magazine with the level of quality and luxury associated with
the finest premier, first-class lifestyle magazines (the "Trump
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