SWANK, INC.
90 PARK AVENUE
NEW YORK, NEW YORK 10016
Effective May 1, 2000
The Macht Group
99 High Street
20th Floor
Boston, Massachusetts 02110
Attention: John J. Macht, President
Dear John:
This will confirm the understanding between The Macht
Group ("Macht") and Swank, Inc. ("Swank") as follows:
Macht may from time to time bring to Swank's
attention certain potential license arrangements pursuant to
which Swank shall be the exclusive licensee for the manufacture,
promotion, distribution and sale of products under the trademark
or trade name owned by the licensor in such arrangement (each, a
"License"). Macht and Swank hereby agree that if, during the
period from and after May 1, 2000 to and including April 30,
2001, Swank shall enter into any License with a licensor to whom
Swank has not previously been introduced or with whom Swank has
not had previous discussions or business arrangements, Macht will
be entitled to receive an amount equal to one (1%) percent of
Swank's Net Sales (as def1ned below) under and during the term,
including all renewals of the term (the "Term"), of such License.
For purposes of this letter agreement, the term "Net Sales" shall
have the same meaning as set forth in the License executed by
Swank; provided, that if such term is not so defined, the term
"Net Sales" shall mean the gross sales price of goods sold
pursuant to such License less all manufacturing, sales, luxury,
purchase and other taxes of any kind or nature and less trade
discounts, returns, credits and allowances. Amounts payable to
Macht by Swank will be paid contemporaneously with the payment of
royalties by Swank to the licensor under such License. Discounts,
returns, credits and/or allowances not deducted by Swank in
determining amounts payable or paid to Macht at any time and from
time to time under this letter agreement may be deducted from
amounts payable thereafter to Macht. Any amounts not so deducted
by Swank shall be repaid to Swank by Macht promptly upon request
by Swank. In the event of a termination of any License, Swank's
obligation to pay amounts to Macht in respect of such License
shall terminate contemporaneously therewith. Nothing herein shall
require Swank to amend, modify or renew any such License or to
keep any such License in effect.
Nothing in this letter agreement shall require Swank
to agree to or to enter into any License. The decision to agree
to any License shall be made, in each and every case, by Swank in
its sole and absolute discretion. In addition, nothing in this
letter agreement shall be deemed or construed to confer upon
Macht or any other party any rights or interests, including that
of a third-party beneficiary, in any License.
This letter agreement constitutes the entire
agreement between Swank and Macht with respect to the subject
matter hereof, supersedes all other agreements and understandings
between Swank and Macht and may not be amended or modified except
by a written instrument signed by both Swank and Macht. Macht may
not, voluntarily or involuntarily, by operation of law or
otherwise, assign, convey, or in any other manner transfer or
encumber, any or all of its rights or delegate any or all of its
duties hereunder without the prior written consent of Swank.
Subject to the foregoing, this letter agreement shall be binding
upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns. This letter agreement
shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without regard to
principles of conflicts or choice of law.
If the foregoing correctly reflects our
understanding, please sign this letter agreement where indicated
below and return it to Swank. The enclosed copy if for your
records.
Very truly yours,
SWANK, INC.
By: /s/ John A. Tulin
John A. Tulin, President
AGREED:
THE MACHT GROUP
By: /s/ John J. Macht
John J. Macht, President
