270 Legal [Sample Agreements]

This License Agreement is made and effective as of June 1, 2007 (the “Effective Date”), by and between MUHAMMAD ALI ENTERPRISES LLC., a California limited liability company, having its principal office at 8105 Kephart Lane, Berrien Springs, Michigan 49103 (“Licensor”), and FX LUXURY REALTY LLC, a Delaware limited liability company, having its principal office at 650 Madison Avenue, New York, New York, 10022 (“Licensee”) (each, a “party” and collectively, the “parties”), with reference to the following recitals:

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“Muhammad Ali Identification Elements” means the name, image, likeness, distinctive appearance, gestures and mannerisms, voice, signature, handwriting, sobriquet, persona, biography, and life story of Muhammad Ali.

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Article 2

GRANT OF RIGHTS

Section 2.01 Lodging Property License. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee, an exclusive, worldwide license to use the Licensor Owned IP in connection with the design, construction, operation, advertising and promotion of Muhammad Ali-themed hotels and retreat centers (“Muhammad Ali-themed Lodging Property(ies)”), which may include any of the following:

(a) restaurants, food carts, food kiosks, snack bars and non-alcoholic beverage bars (“Food and Beverage Outlet(s)”), some or all of which may, at Licensee’s election, be Muhammad Ali-themed or otherwise incorporate the Licensor Owned IP into the name, design, overall appearance, and/or menu items of the Food and Beverage Outlets or elements thereof (“Muhammad Ali-themed Food and Beverage Outlet(s)”) subject to Section 2.02;

(b) retail and merchandise outlets (“Retail Store(s)”), some or all of which may, at Licensee’s election, be Muhammad Ali-themed or otherwise incorporate the Licensor Owned IP into the name, design, and overall appearance of the Retail Stores or elements thereof (“Muhammad Ali-themed Retail Store(s)”);

(c) entertainment attractions including shows, stage productions, concerts, comedy specials, and sporting events (“Entertainment Attraction(s)”), some of which may incorporate the Licensor Owned IP and/or be Muhammad Ali-themed, provided that they are authorized and/or licensed by Licensor and approved by Licensor prior to exploitation at the applicable Muhammad Ali Property in accordance with Section 10.07 (“Authorized Muhammad Ali-themed Entertainment Attractions”); and

(d) subject to Article 10, Muhammad Ali Experiences authorized and/or licensed by Licensor.

Section 2.02 Food Outlet License.

(a) If during the Term of this Agreement, Licensee desires to design, construct, operate and promote a Muhammad Ali-themed Food and Beverage Outlet, Licensee shall notify Licensor, and Licensor shall use reasonable best efforts to obtain all necessary consents required from any third parties who may have rights with respect to the operation of a Muhammad Ali-themed Food and Beverage Outlet, including rights of first refusal and first negotiation, provided that Licensor is not guaranteeing under this Agreement that it will acquire the necessary consents.

(b) If during the Term, Licensor is able to acquire all necessary consents to grant Licensee the right to design, construct, operate and promote a Muhammad Ali-themed Food and Beverage Outlet, such right granted to Licensee shall be subject to the terms and conditions of this Agreement and shall be non-exclusive in nature, provided that all Muhammad Ali-themed Food and Beverage Outlets outside of any Muhammad Ali Property shall be at least fifteen (15) miles from any Muhammad Ali-themed Food and Beverage Outlet operated or licensed by Licensor, provided, further, that Licensee shall have the right to operate a Muhammad Ali-themed Food and Beverage Outlet within such fifteen (15) mile range (including in the same city and/or metropolitan area) where the applicable demographics will, in the reasonable business judgment of Licensor and Licensee, support additional Muhammad Ali-themed Food and Beverage Outlets and where the operation of such Muhammad Ali-themed Food and Beverage Outlet is unlikely to (i) cause customer confusion, result in brand conflict, or result in a weakening of the Licensor Owned IP, or (ii) materially and adversely impact the business of the existing Muhammad Ali-themed Food and Beverage Outlet. For purposes of clarification, Licensee may build and operate a Muhammad Ali-themed Food and Beverage Outlet, but, except as permitted under this Agreement at a Muhammad Ali Property, Licensee may not use the Licensor Owned IP outside any Muhammad Ali Property in a non- Muhammad Ali-themed restaurant (e.g., a boxing or sports-themed restaurant) or license to any third party the right to use Licensor Owned IP to design, construct, operate and promote a restaurant outside any Muhammad Ali Property co-branded with third party intellectual property (e.g., a Muhammad Ali-themed room at any ESPN Zone);

Section 2.03 Merchandise License. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee, a nonexclusive, worldwide license to use the Licensor Owned IP in connection with the design, manufacture, sale, and promotion, solely at any Muhammad Ali Property, for consumer sales only (i.e., not wholesale sales), of retail merchandise based on the particular Muhammad Ali Property, and all packaging and promotional materials in respect thereof (“Muhammad Ali Property-themed Merchandise”), which Muhammad Ali Property-themed Merchandise may only be sold at the applicable Muhammad Ali Property and on the Website related to the applicable Muhammad Ali Property (or by Licensor pursuant to Section 11.12). All Muhammad Ali Property-themed Merchandise shall be readily identifiable as relating to a particular Muhammad Ali Property (e.g., a Muhammad Ali hotel t-shirt).

Section 2.04 Merchandise Selection. Throughout the Term of this Agreement, Licensor and Licensee shall work together in good faith in deciding the types of articles of Muhammad Ali Property-themed Merchandise that Licensee may manufacture, sell, and market at each Muhammad Ali Property hereunder, provided that Licensor shall have final approval over all types and categories of Muhammad Ali Property-themed Merchandise that may be sold by Licensee. Notwithstanding the foregoing, Licensee shall have, at a minimum, the right to manufacture, sell, and market the types of articles set forth on Exhibit C hereto and any additional types of articles agreed to by the parties during the Term of this Agreement. Licensor agrees to act in good faith in determining the additional types of articles that may be manufactured, sold, and marketed by Licensee during the Term of this Agreement. Licensee acknowledges that Licensor is a party to certain exclusive license agreements that may restrict Licensor’s ability to permit Licensee to manufacture certain types of articles of Muhammad Ali Property-themed Merchandise not included on Exhibit C, or sell such items at certain price points. During the Term hereof, Licensor shall not enter into any agreement that would further restrict the rights of Licensee to manufacture and sell Muhammad Ali Property-themed Merchandise that has been previously approved for sale by Licensee. For the avoidance of doubt, other than rights granted to a third party manufacturer pursuant to Section 11.09, Licensee may not sublicense any merchandise rights to any third party.

Section 2.05 No Personal Services of Muhammad Ali. It is agreed between the parties that no personal services are required of Muhammad Ali in connection with this Agreement. Licensee shall not contact or enter into any agreements (including promotional agreements, appearance agreements and consulting agreements) with Muhammad Ali without Licensor’s prior written consent, such consent to be at Licensor’s sole discretion.
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