270 Legal [Sample Agreements]

KATHY HILTON LICENSE AGREEMENT

This LICENSE AGREEMENT (“Agreement”) is made and effective as of the 13th day of October, 2006 (“Effective Date”), by and between KRH Licensing Company, LLC., a newly formed California corporation with an office and place of business at 250 North Canon Drive, 2nd Floor, Beverly Hills, California 90210 (collectively, “Licensor”), and OmniReliant Corp., a Florida corporation with an office and principal place of business at 4902 Eisenhower Blvd., Suite 185 Tampa, Florida 33634 (“Licensee”) (together the “Parties”).

WITNESSETH :

WHEREAS, Richard Hilton is the worldwide owner of the KATHY HILTON trademark and all variations and combinations thereof, including various U.S. Trademark Registrations therefore, including Reg. No. 2,884,868 in International Class 24 for bed linens, et. seq.; Reg. No. 2,882,681 in International Class 20 for furniture; and, Reg. No. 3,018,255 in International Class 14 for jewelry (collectively, the “Licensed Mark” or “Licensed Marks”); and,

WHEREAS, pursuant to a master license agreement, Richard Hilton has granted all worldwide rights to the Licensed Marks to the Licensor herein; and,

WHEREAS, Licensee is a newly incorporated Florida corporation specifically formed to develop the Licensed Marks with the intent of manufacturing, promoting and selling Licensed Products (as hereinafter defined), and Licensor further desires to obtain the personal services of Ms. Kathy Hilton pursuant to the terms of this Agreement in connection with the formulation and manufacture as well as the promotion and sale of the Licensed Products; and

WHEREAS, Licensor is willing to grant the license contained in this Agreement and (the “License”) Licensee desires to obtain from Licensor, the exclusive right and license to use the Licensed Marks in the Territory (as hereinafter defined) in connection with the manufacture, promotion, distribution and sale of Licensed Products.

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Grant of License Rights

Upon the terms and conditions of this Agreement, Licensor hereby grants to Licensee, during the term of this Agreement, the sole and exclusive right and license to use the Licensed Mark in the Territory as a trademark in connection with the development, manufacture, promotion, advertising, distribution and sale of Licensed Products and on all brand identification materials, such as product packing, containers, promotional and sale materials, publicity materials, and in all advertising media, such as newspapers, magazines, radio, television, infomercials, live television shopping, the world-wide web, cinema and similar media both presently existing or developed in the future. Sales of Licensed Products shall only be through any or all the channels of trade described in Article 1, paragraph A, but shall not include mass marketing stores such as Target, Walmart, K-Mart, Sam’s Club, Costco and Dollar General. Except as specified in Section 1(B) above, during the term of this Agreement and any extensions thereof, Licensor shall not grant any rights to any third party in connection with the Licensed Products for the Licensed Marks or any derivative thereof without Licensee’s approval.
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