LICENSE AGREEMENT

          THIS AGREEMENT is made and entered into effective November 2, 1998 by and between STANLEY LOGISTICS, INC., a Delaware corporation, and THE STANLEY WORKS, a Connecticut corporation, with the principal place of business at 1000 Stanley Drive, New Britain, Connecticut 06053 (collectively “OWNER”) and MAGLA PRODUCTS, INC., a New Jersey corporation, with its principal place of business at 159 South Street, P.O. Box 1934, Morristown, New Jersey ###-###-#### (“LICENSEE”). The parties hereby agree as follows:

 

2.1.            NON-EXCLUSIVE LICENSE. OWNER hereby grants to LICENSEE a nonexclusive license to use the PROPERTY in the LICENSED TERRITORY solely upon or in connection with LICENSED ARTICLES pursuant to the terms and conditions of this Agreement, The foregoing notwithstanding, OWNER shall not sell, directly or indirectly, and shall not license or permit others to sell, LICENSED ARTICLES in the LICENSED TERRITORY to the following classes of trade: “Mass-Merchandisers, Home Centers, Drug Stores, Grocery Stores, Hardware Stores, Garden Centers, Convenience Stores and Warehouse Clubs.

 

2.2.           TERM. The term of the license granted by this Agreement shall be for the period set forth on EXHIBIT 2, unless sooner terminated in accordance with the provisions hereof.,                                                                                                                  Any such notice provided prior to the end of the TERM shall be effective as if provided at the end of the TERM.

 

2.3             LIMITATIONS ON LICENSE, No license is granted hereunder for the use of the PROPERTY for any purpose other than upon or in connection with the LICENSED ARTICLES. The license does not give LICENSEE any right, title or interest in the PROPERTY other than the right to use the PROPERTY in accordance with the license. No license is granted hereunder for the manufacture, sale or distribution of LICENSED ARTICLES to be used as PREMIUMS, in combination sales, or to be disposed of under similar methods of merchandising. Notwithstanding the foregoing, LICENSEE shall have the right to give away for free, a reasonable number of LICENSED ARTICLES to LICENSEE’S customers as samples.

3.	ROYALTIES, MINIMUM GUARANTEES, REPORTS AND PAYMENTS, DISTRIBUTION AND MARKETING AND SALE TO OWNER

 

3.1             ROYALTY RATES. LICENSEE agrees that it will pay to OWNER an amount equal to the percentage set forth on EXHIBIT 3 of all NET SALES of LICENSED ARTICLES made during the TERM of this Agreement and during any period of extension or renewal (hereinafter the “ROYALTY PAYMENTS”).                                                                                              which case the Royalty Rate shall be as described in Exhibit 3). Payments shall be sent and made payable to The Beanstalk Group, Inc., in accordance with Paragraph 3,7.

 

3.2.            ADVANCE PAYMENT. Upon execution of this Agreement by OWNER, LICENSEE will pay OWNER the amount set forth on EXHIBIT 3 as a non-refundable advance payment to be credited against ROYALTY PAYMENTS to become due during calendar year 1999. Such advance payment shall be sent and made payable to The Beanstalk Group, Inc. in accordance with Paragraph 3.7.

 

3.3.            MINIMUM ROYALTIES. LICENSEE agrees to pay OWNER the minimum guaranteed ROYALTY PAYMENTS set forth on EXHIBIT 3, according to the payment schedule set forth therein. Minimum guaranteed ROYALTY PAYMENTS shall be applied only against the period they relate to and shall not be applicable to any other period.

 

The minimum ROYALTY PAYMENTS set forth in this Paragraph are obligations of LICENSEE to OWNER and are fully earned by OWNER upon execution of this Agreement. If such minimum ROYALTY PAYMENTS are not achieved as set forth in each calendar year and each territory, if applicable, the difference between such minimum ROYALTY PAYMENTS and the actual ROYALTY PAYMENTS for each calendar year and each country, if applicable, shall be paid to OWNER within thirty (30) days from the end of each calendar year.

 

If this Agreement is terminated by OWNER because of any breach by LICENSEE, all of the minimum ROYALTY PAYMENTS set forth in this section for the then current term shall be deemed to be fully earned and shall be paid to OWNER within thirty (30) days from the effective date of any such termination.

 

3.4.            MINIMUM NET SALES. [INTENTIONALLY DELETED].

 

3.5.            ROYALTY REPORT FORM. All ROYALTY REPORTS shall be sent to The Beanstalk Group, Inc. pursuant to Paragraph 3.6 and to OWNER pursuant to Paragraph 16 and shall be in the form of SCHEDULE B (“ROYALTY REPORT”), or a substantially similar alternative format approved by OWNER. LICENSEE agrees that OWNER shall have the right, at its sole discretion, upon thirty (30) days advance written notice to LICENSEE, to change the ROYALTY REPORT. Such change of the ROYALTY REPORT may include an electronic form to be provided by OWNER.

 

3.6.            REPORTS AND PAYMENTS. Within thirty (30) days from the end of each calendar quarter, LICENSEE shall furnish ROYALTY REPORTS and make corresponding ROYALTY PAYMENTS to The Beanstalk Group, Inc., 101 E. 52nd Street, New York, New York 10022, U.S.A., on behalf of OWNER, with copies to OWNER, in U.S. Dollars at LICENSEE’S sole expense. ROYALTY REPORTS shall be furnished to OWNER whether or not any LICENSED ARTICLES have sold and whether or not royalties are due and payable for the calendar quarter,

 

3.7.            METHOD OF PAYMENT. All ROYALTY PAYMENTS, other payments and any applicable interest shall be made payable to The Beanstalk Group, Inc., 101-E.52nd Street, New York, New York 10022, U.S.A., or Citibank, N. A., 399 Park Avenue, New York, New York 10043, Account No.:              ABA No.:          with copies to OWNER, utilizing check or electronic bank transfer of funds.

All ROYALTY REPORTS and any other reports of payments as required by (his Agreement shall be signed by LICENSEE’S authorized officer and certified as accurate, and shall be sent as required by Paragraph 3.6 on or before the due date.

 

If any inconsistencies or mistakes are discovered in such ROYALTY REPORT or payments, they shall immediately be rectified and the appropriate payment made by LICENSEE if any underpayment was made, or set off against LICENSEE’S next ROYALTY PAYMENT and/or other payment to OWNER if an overpayment was made by LICENSEE.

 

3.8.            INTEREST DUE ON ALL PAST DUE AMOUNTS. Any past due amount by LICENSEE whether due pursuant to this Paragraph or any other Paragraph of this Agreement  111 1111 1111 1111 1111 111 1 1111   as quoted by Citibank, New York, N.Y., United States of America, which is applicable from fifteen (15) days following the due date until the date of payment.

 

3.9.	CONVERSION INTO DOLLARS AND MISCELLANEOUS PROVISIONS.
	(for contracts covering countries outside U.S.)

 

          LICENSEE agrees that all currency conversions into U.S. dollars for sales made outside the U.S. in currency other than U.S. dollars shall be made by utilizing the exchange rate in effect on the invoice date to LICENSEE’S customer as reported in The Wall Street Journal.

 

          The cost of conversion of all local currencies into U.S. dollars shall be the sole expense of LICENSEE. Any cost of conversion built into a bank’s exchange rate must be accounted for with a corresponding increase in the amount being converted so that all the costs of conversion of all local currencies into U.S. dollars shall be the sole expense of LICENSEE.

 

          LICENSEE shall withhold as taxes on all payments to be made to OWNER only such amounts as are absolutely required to be withheld by law in the country from which payment is being made. LICENSEE shall fully cooperate with OWNER and provide such information and records as OWNER may require in connection with any application by OWNER to the tax authorities in any country of the LICENSED TERRITORY and/or the United States of America including but not limited to, the obtaining of a credit for any withholding tax paid in the LICENSED TERRITORY or any country from which ROYALTY PAYMENTS and any other payments are being made by LICENSEE to OWNER pursuant to this Agreement.

 

3.10.         BUSINESS PLAN. Upon thirty (30) days from OWNER’S written request, LICENSEE shall provide OWNER a written business plan detailing information including, but not limited to, LICENSEE’S product development plans, advertising, merchandising and promotional activities and breakdown of sales by accounts.

3.11          DISTRIBUTION AND MARKETING OF LICENSED ARTICLES. LICENSEE recognizes that the PROPERTY has a reputation for high quality products, and that the distribution, sale and marketing of LICENSED ARTICLES might affect the reputation of the PROPERTY. The nature and quality of all LICENSED ARTICLES and all related advertising, promotion, distribution, sale, marketing and other related uses shall conform to the standard set by, and be under the control of, OWNER, who might, at its reasonable discretion and subject to applicable laws and regulations, restrict or limit the distribution and sale of the LICENSED ARTICLES to certain channels or means of distribution, sale or marketing. This license is granted only for sale in the channels of distribution set forth on EXHIBIT 4.

 

3.12          SALE TO OWNER. LICENSEE agrees to sell to OWNER such quantities of the LICENSED ARTICLES, not to exceed one thousand (1,000).pairs per annum, as OWNER reasonably requires at the lowest published/invoiced wholesale price and on as good terms as LICENSEE sells similar quantities of the LICENSED ARTICLES to the general trade,

 

4.           RECORDS, AUDIT AIND AUDITOR’S CERTIFICATION.

 

4.1.            RECORDS. During the TERM of this Agreement and for at least three (3) years thereafter, LICENSEE shall keep in its possession or under its control accurate records covering all transactions relating to this Agreement. Records shall include, but not be limited to, invoices, correspondence, financial information, inventory records, manufacturing, quality control and approvals. LICENSEE shall consistently use a separate symbol or number to identify all LICENSED ARTICLES.

 

4.2.           AUDIT, OWNER shall have the right, on reasonable notice to LICENSEE, to conduct an audit and make copies of all records listed in Paragraph 4.1., above, and to make a physical inventory count of LICENSED ARTICLES in production and/or storage, If the audit reveals a royalty underpayment of three percent (3%) or more or if LICENSED ARTICLES were sold during the audit period without final approval, LICENSEE agrees to reimburse OWNER for all of its out-of- pocket costs and expenses of the audit. OWNER shall invoice LICENSEE and LICENSEE shall pay such invoice within thirty (30) days.

 

          Audits may be performed by OWNER’S own employees and/or its designated independent auditor, all of whom shall hold LICENSEE’S audit information in confidence, pursuant to Paragraph 12, Audit information shall only be used for purposes of this Agreement, including, without limitation, judicial enforcement of the obligations of LICENSEE.

 

5.           APPROVALS.

 

5.1. APPROVAL PROCESS. LICENSEE, at its expense, shall submit to OWNER all items including, but not limited to, products, packaging, labeling, point of sale materials, trade show displays, sales materials and advertising, bearing the PROPERTY, and if such items are in a foreign language, certification that the translations of such items arc accurate, for OWNER’S advance written approval prior to sale or distribution at all stages listed below.

 

5.2.     RIGHT TO SUSPEND APPROVAL PROCESS. In addition to its other remedies, OWNER reserves the right to suspend the approval process after OWNER, in good faith, has given LICENSEE notice of breach of (his Agreement, until LICENSEE has cured the breach.

 

5.3.     NO WAIVERS. Approvals granted by OWNER under this Paragraph shall extend only to LICENSEE’S use of the PROPERTY. The provisions for indemnity under this Agreement and LICENSEE’S other obligations shall not be waived by approval of LICENSED ARTICLES by OWNER.

 

5.4.     INSPECTION. LICENSEE shall allow OWNER or its designees, upon reasonable notice, to enter LICENSEE’S premises and/or the premises where the LICENSED ARTICLES are being manufactured and/or packaged during regular business hours for the purpose of inspecting the LICENSED ARTICLES and the promotional and packaging material relating to the LICENSED ARTICLES in order that OWNER may determine that the provisions of this Agreement arc being observed by LICENSEE.

 

6.1      LICENSEE COMPLIANCE WITH APPLICABLE LAW AND SCHEDULE D. All LICENSED ARTICLES shall be manufactured, sold, labeled, packaged, distributed and advertised in accordance with all applicable laws and regulations and Schedule D hereto,

6.2.     SECONDS AND DISPOSAL, If, during the manufacture of the LICENSED ARTICLES, any SECONDS are produced, LICENSEE shall destroy such SECONDS unless OWNER, in its sole discretion, provides LICENSEE with express written instructions to otherwise dispose of such SECONDS. All products, packaging, labeling, point of sale, sales materials and advertising bearing trademarks, artwork and/or designs of OWNER produced by LICENSEE which are not suitable for use or sale pursuant to this Agreement shall be promptly destroyed.

7.1.     RIGHT TO USE AND ASSIGNMENT TO OWNER. At the reasonable request of LICENSEE, OWNER, in its sole discretion, will provide LICENSEE, at LICENSEE’S expense, available artwork and designs which LICENSEE can only use on LICENSED ARTICLES.

8.1.     LABELING REQUIREMENTS. LICENSEE shall use and display the PROPERTY only in such form and manner as are specifically approved by OWNER. LICENSEE shall cause to appear on all LICENSED ARTICLES produced hereunder and on their tags, packaging, advertising and promotional materials such legends, markings and notices as OWNER may request, which unless otherwise notified by OWNER shall be set forth in EXHIBIT 7.

 

9.1.     PROTECTION. LICENSEE acknowledges the ownership, validity, great value and goodwill of the PROPERTY and acknowledges that all rights therein (including trademark and copyright) and good will attached thereto belongs exclusively to OWNER, that the PROPERTY has secondary meanings in the minds of the public and that all use of the PROPERTY will inure to the benefit of OWNER. LICENSEE shall not, during the term of this Agreement or thereafter, attack or put in issue (he title or any rights of OWNER in and to the PROPERTY.

 

          LICENSEE covenants that, notwithstanding any other provision of this Agreement, it will never take any action which it knows or has reason to know would threaten to injure the image or reputation of OWNER or any of its copyrights, trade dress, trademarks or products.

 

9.2.     REGISTRATIONS. LICENSEE shall assist OWNER at OWNER’S expense, to the extent necessary in OWNER’S opinion, in procuring, protecting and defending any of OWNER’S rights in the PROPERTY, in the filing and prosecution of any trademark application, copyright application or other applications for the PROPERTY, the recording or canceling of this Agreement, and the publication of any notices or the doing of any other act or acts with respect to the PROPERTY, including the prevention of the use thereof by an unauthorized person, firm or corporation, that in the judgment of OWNER may be necessary or desirable. For these purposes, LICENSEE shall supply to OWNER, free of cost to OWNER, such samples, containers, labels and similar materials as may reasonably be required in connection with any such actions. OWNER, at its sole expense, shall file ail trademark applications, and register the PROPERTY in the United States with respect

 

to the LICENSED ARTICLES, and shall do the same to the extent necessary in OWNER’S opinion, in countries outside the United States.

 

9.3.     NOTICE OF INFRINGEMENT. LICENSEE shall notify OWNER promptly in writing of any alleged infringements or imitations by others of the PROPERTY in the LICENSED TERRITORY which come to LICENSEE’S attention. OWNER shall have the sole right to determine what, if any, actions shall be taken on account of any such infringements or imitations. If OWNER so desires it may prosecute any claims or suits in its own name or join LICENSEE as a party thereto, all at OWNER’S expense.

 

          LICENSEE shall not institute any suit or take any action on account of any such infringements or imitations. LICENSEE shall not have any rights against OWNER for damages or other remedy by reason of OWNER’S decision not to prosecute any alleged infringements or imitations by others of the PROPERTY or OWNER’S artwork and designs. LICENSEE assumes the risk that there may be counterfeit and/or infringing articles of manufacture in the LICENSED TERRITORY.

10.3.         INDEMNIFICATION BY LICENSEE. LICENSEE shall indemnify and hold harmless OWNER, its officers, directors, employees and agents (“Indemnified Parties”) with respect to any matter which arises out of any lawsuit, action, legal proceeding, claim or demand based upon:

 

LICENSEE and its officers, agents and employees shall cooperate fully with OWNER in the defense of any such lawsuit, action, legal proceeding, claim or demand.

Compliance by LICENSEE with the insurance provision of this Agreement shall not relieve LICENSEE from liability under this indemnity provision.

LICENSEE shall undertake and conduct the defense of any such lawsuit, action, Segal proceeding, claim or demand and shall have sole responsibility therefore.

This indemnification shall include all damages, interest, reasonable attorney’s fees, costs and expenses which may be levied against or incurred by LICENSEE Indemnitees.

 

OWNER shall undertake and conduct the defense of any such lawsuit, action, legal proceeding, claim or demand, and shall have the sole responsibility therefor.

 

10.5,          COOPERATION. This obligation to indemnify and hold harmless LICENSEE Indemnitees shall not apply to any lawsuit, action, legal proceeding, claim or demand that is solely due to the negligence or wrongful acts of the LICENSEE Indemnitees.

 

Each party, and its officers, agents and employees, shall cooperate fully with the other party in the defense of any lawsuit, action, legal proceeding, claim or demand. Each party claiming a right of indemnification shall give notice to the other party within thirty (30) days after written notice of such lawsuit, action, legal proceeding, claim or demand.

 

11.              INSURANCE, Upon execution of this Agreement, LICENSEE shall have and maintain at its sole cost and expense throughout the term of this Agreement, and the post-termination or expiration Sell-off Period, and for two (2) years thereafter, standard liability insurance from a recognized insurance company acceptable to OWNER. This insurance coverage shall provide a minimum comprehensive general liability insurance for each occurrence, bodily injury, property damage, personal injury, product liability, contractual liability and advertising injury liability in the amount set forth on EXHIBIT 5.

 

Such insurance coverage shall name OWNER as additional insured party against any and all claims, demands, causes of action, or damages, including reasonable attorney’s fees.

 

The stipulated limits of coverage above shall not be construed as a limitation of any potential liability of LICENSEE to OWNER or third parties, and failure to request evidence of this insurance shall in no way be construed as a waiver of LICENSEE’S obligation to provide the insurance coverage specified.

 

Such insurance policy shall provide that it may not be canceled or amended in a manner which restricts the existing coverage without at least thirty (30) days prior written notice to OWNER.

 

Within thirty (30) days after this Agreement is fully executed, (and thereafter at least thirty (30) days prior to the expiration of insurance coverage), LICENSEE shall furnish to OWNER a Certificate of Insurance evidencing the foregoing coverage and specifically listing OWNER as additional insured party.

 

12.     CONFIDENTIALITY, Neither party shall disclose, reveal, divulge, use or by whatever means make available, except as required to perform its obligations pursuant to this Agreement, the terms and conditions of this Agreement and information of the other party which was denominated or marked as “confidential” at the time of disclosure or confirmed in writing as “confidential” within (thirty (30) days from an oral disclosure obtained from the other party during the TERM of this Agreement and for a period of three (3) years after this Agreement expires or is terminated for any reason without prior written permission from the other party. Each party hereto may disclose confidential information from the other party to its AFFILIATES subject to all the terms and conditions of this Paragraph.

	The obligations of confidentiality shall not apply to information which:
	(i)	Is, or subsequently becomes, available to the public through no fault of the receiving party.
	(ii)	The receiving party can show was previously known to it at the time of disclosure,
	(iii)	Is subsequently obtained from a third party who has obtained the information through no fault of the receiving party.
	(iv)	Is independently developed as evidenced by the written records of the receiving party,
	(v)	Is disclosed to a third party by the disclosing party without a corresponding obligation of confidence,
	(vi)	Is required to be disclosed by the receiving party pursuant to a requirement, order or directive of a government agency or by operation of law subject to reasonable notice to the non-receiving party and its legal counsel,

13.      NO RIGHT TO ASSIGN OR TO SUBLICENSE. This Agreement and all rights and duties herein are personal to LICENSEE and are not assignable, in whole or in part, by LICENSEE without OWNER’S prior written consent. The rights and duties hereunder may not be mortgaged or otherwise encumbered. Except as provided herein, any grant or attempted grant by LICENSEE of any assignment of part or all of this Agreement, a sublicense, a subcontract or any other act of LICENSEE which in anyway attempts to encumber or transfer, or, in fact, encumbers or transfers any of LICENSEE’S rights and obligations hereunder, or the sale or attempted sale of a controlling interest in the shares of LICENSEE, without OWNER’S prior written approval, which approval shall not be unreasonably withheld, constitutes a breach of this Agreement, Any change in the control of LICENSEE, either directly or indirectly, without notice to and the prior written consent of OWNER, which consent shall not be unreasonably withheld, constitutes a breach of this Agreement. Any assignment or other change approved by OWNER shall make this Agreement fully binding upon and enforceable against any successors or assigns. LICENSEE may, upon written notice to OWNER, grant to an AFFILIATE the right to sell and distribute the LICENSED ARTICLES in any country within the TERRITORY provided AFFILIATE assumes all rights and obligations provided for hereunder with respect to such sales and distribution. Notwithstanding the foregoing, LICENSEE shall remain primarily liable with respect to all rights and obligations under the Agreement.

14.     TERMINATION. Without prejudice to any other rights, OWNER shall have the right to terminate this Agreement effective immediately upon written notice to LICENSEE at any time if:

	States Code, or file a voluntary petition in bankruptcy, or be adjudicated a bankrupt or insolvent, or if any receiver is appointed for its business or property, or if any trustee in bankruptcy, or insolvency shall be appointed under the laws of the United States government or of the several states.
	(iii) [INTENTIONALLY DELETED].
	(iv) If LICENSEE shall fail to perform any other material term or condition of this Agreement and not cure such failure within twenty (20) days after notice.
	(v) If for any six (6) month period LICENSEE does not diligently and commercially distribute and sell all categories of LICENSED ARTICLES included in EXHIBIT 1 of this Agreement throughout each country in the LICENSED TERRITORY; provided, however, that LICENSEE shall not be required to commence distribution and sale in Canada and Mexico until eighteen (18) months after the date set forth on Exhibit 4.
	(vi) If OWNER or LICENSEE is ordered to withdraw, discontinue, remove or recall two or more LICENSED ARTICLES in one calendar year from the market by a government or governmental agency or regulatory body. Furthermore, if OWNER or LICENSEE is ordered to withdraw, discontinue, remove or recall any LICENSED ARTICLE from the market by a government or governmental agency, regulatory body, court or the like, without prejudice to any other rights, OWNER shall have the right to terminate this Agreement with respect to such LICENSED ARTICLE.
	(vii) If during any twelve (12) month period OWNER gives more than two (2) termination notices to LICENSEE pursuant to this Paragraph regardless of cure by LICENSEE.
	(viii) If LICENSEE does not begin the bona fide manufacture, distribution and sale of the LICENSED ARTICLES on a national basis in the United States on or before the date specified inEXHrBIT4.

          Termination of the Agreement under the provisions of this Paragraph shall be without prejudice to any rights which OWNER may otherwise have against LICENSEE. Upon the termination of the license granted herein, notwithstanding anything to the contrary herein, all royalties on sales theretofore made shall become immediately due and payable and no minimum royalties shall be repayable and balances owing on minimum guarantees shall be immediately due and payable. Notwithstanding any termination or expiration of this Agreement, OWNER shall have and hereby reserves all rights and remedies which it has or which are granted to it by operation of law, to enjoin the unlawful or unauthorized use of the PROPERTY.

 

In the event this license is so terminated, LICENSEE, its receivers, representatives, trustees, agents, administrators, successors and/or assigns shall have no right to sell, exploit or in any way deal with any of the LICENSED ARTICLES or any carton, container, packing or wrapping material, advertising, promotional or display material pertaining thereto, except with and under the special consent and instructions of OWNER, in writing, which they shall be obligated to follow.

 

14.1.   SELL-OFF PERIOD. After expiration or termination of the license under this Agreement, LICENSEE shall have no further right to manufacture, advertise, distribute, sell, or otherwise deal in any LICENSED ARTICLES which utilize the PROPERTY, except as hereinafter provided.

I5.       DISTRIBUTION REQUIREMENTS. LICENSEE agrees to use its best efforts to sell, distribute and supply the LICENSED ARTICLES within the LICENSED TERRITORY hereof. LICENSEE must begin the bona fide manufacture, distribution and sale of the LICENSED ARTICLES on a national basis in the United States on or before the date specified on EXHIBIT 4LICHNSEE further undertakes to make and maintain adequate reasonable arrangements for the distribution of LICENSED ARTICLES throughout the LICENSED TERRITORY through regular and permitted channels of distribution for sales to consumers and other organizations (as set forth on EXHIBIT 4). LICENSEE agrees to maintain adequate inventories of the LICENSED ARTICLES as an essential part of its distribution program. In the event OWNER advises LICENSEE that a special promotional effort is to take place in one individual store or chain, LICENSEE agrees to make arrangements for the supply of LICENSED ARTICLES to said store or chain in such quantities as may be required for such effort, upon reasonable notice to allow for the manufacture and delivery of such LICENSED ARTICLES.

16.      NOTICES. All notices, ROYALTY REPORTS, confirmations and statements to be given to OWNER or LICENSEE and all payments to be made hereunder, shall be given or made to OWNER or LICENSEE at the respective address of the parties as set forth below unless notification of a change of address is given in writing and shall be sent by both generally recognized overnight courier service and confirmed facsimile transmission and shall be deemed to have been given when received.

17.      FORCE MAJEURE. Neither party shall be liable for failure to perform any of their obligations hereunder when such failure is caused by or results from (i) strike, blacklisting, boycott or sanctions however incurred; (ii) acts of God, public enemies, authority of law, embargo, quarantine, riot, insurrection or war; (iii) inability to obtain raw materials; or (iv) any other cause beyond their respective control.

In the event either party is unable to perform its obligations as a consequence of any of the contingencies set forth in this Paragraph for a period of six (6) months or more, either party hereto may terminate this Agreement, which termination shall relieve each party of any liability to the other based upon such termination; however, LICENSEE shall not be released from any of its obligations to make ROYALTY PAYMENTS or any other payments to OWNER pursuant to the terms and conditions of this Agreement.

 

18.     ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding between the parties hereto and terminates and supersedes any prior agreement or understanding relating to the subject matter hereof between OWNER and LICENSEE. None of the provisions of this Agreement can be waived or modified except in writing signed by both parties, and there are no representations, promises, agreements, warranties, covenants or undertakings other than those contained herein. Neither the tender of this Agreement by OWNER to LICENSEE nor the encashment by OWNER of LICENSEE’S ADVANCE PAYMENT shall be binding, provided in the latter case that repayment is made in a commercially prompt and reasonable manner. Only upon delivery to LICENSEE of a fully-executed agreement shall this Agreement be binding.

 

19.     NO JOINT VENTURE. Nothing herein contained shall be construed to place the parties in the relationship of partners or joint venturers or agents, and LICENSEE shall have no power to obligate or bind OWNER in any manner whatsoever.

 

20.              APPLICABLE LAW AND JURISDICTION. The terms and provisions of this Agreement shall be interpreted in accordance with and governed by the laws of the State of Connecticut, United States of America (without reference to any conflict of law provisions thereof). Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, or otherwise related to this Agreement may be brought against any of the parties only in the Superior Court of the State of Connecticut, or, if it has or can acquire jurisdiction, in the United States District Court for the District of Connecticut, and each of the parties consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to jurisdiction or venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world in the manner specified in Paragraph 16 hereto and such process shall be effective for all purposes.

United States, its territories and possessions, the Commonwealth of Puerto Rico; Canada; and Mexico.

------------ upon signing (to be credited against Guaranteed Payments, in whole or in part, for Category 1, II or III).

 

The MINIMUM GUARANTEED ROYALTY PAYMENTS for 2002 shall be -----------                                            -------- of the MINIMUM GUARANTEED ROYALTY PAYMENTS shall be applicable to Category 1, ------------------- of the MINIMUM GUARANTEED ROYALTY PAYMENTS shall be applicable to Category II, ------------------- of the MINIMUM GUARANTEED ROYALTY PAYMENTS shall be applicable to Category III and the remaining ------------------- of the MINIMUM GUARANTEED ROYALTY PAYMENTS may be applied to Category I, II and/or III,

 

The MINIMUM GUARANTEED ROYALTY PAYMENTS for 2003 shall be ----------------                                                                                       --- of the MINIMUM GUARANTEED ROYALTY PAYMENTS shall be applicable to Category I. ------------------- of the MINIMUM GUARANTEED ROYALTY PAYMENTS shall be applicable to Category II ------------------- of the MINIMUM GUARANTEED ROYALTY PAYMENTS shall be applicable to Category III and the remaining ------------------- of the MINIMUM GUARANTEED ROYALTY PAYMENTS maybe applied to Category I, II and/or III.

 

The MINIMUM GUARANTEED ROYALTY PAYMENTS for each renewal period shall be ------------------                                                                   - of the MIMMUM GUARANTEED ROYALTY PAYMENTS shall be applicable to Category I, -------------------of the MINIMUM GUARANTEED ROYALTY PAYMENTS shall be applicable to Category II, ------------------- of the MINIMUM GUARANTEED ROYALTY PAYMENTS shall be applicable to Category III and the remaining ------------------- of the MINIMUM GUARANTEED ROYALTY PAYMENTS may be applied to Category I, II and/or III.

 

Upon LICENSEE’S achieving in NET SALES in a calendar year, OWNER and LICENSEE agree to negotiate in good faith new MINIMUM GUARANTEED ROYALTY PAYMENTS for the subsequent year.

IN CONSIDERATION OF One Dollar ($1.00) and other good and valuable consideration paid or to be paid to _______________________________________(the “Contractor”) by ______________________________________________(“Company”), the parties hereto agree as follows:

          The Stanley Works and Stanley Logistics, Inc, are global organizations that has a tradition of excellence in its products, in the development of its workforce, and in the high ethical standards that guide our business practices. As we broaden our reach through expanded selling and sourcing operations throughout the world, we insist those we do business with meet those standards and ethical practices that have been associated with our company.

 

          Partners and sources will be selected on the basis of a shared approach to business. An approach that is ethical, recognizes human rights, and protects the environment. Otherwise, we would compromise the reputation of our company, undermine our values and place our stakeholders at risk.

 

 

       The following Engagement Criteria addresses issues primarily under the control of our business partners, sources and vendors. A prior examination of the social, political and business environment in the countries in which we wish to source will also be a factor in our decision to do business in a country.

 

       Where applicable, The Stanley Works and Stanley Logistics, Inc. existing policies and procedures will apply. The standard of performance in this document agrees with those policies and procedures. In many cases, standards defined under the Engagement Criteria will also apply to subcontractors of our partners and sources.

 

    1. Ethical Standards. We will only do business with those who use sound and legal practices, minimize the potential for conflicts of interest, prohibit the giving or receiving of gifts and gratuities, place the utmost importance in truth and full disclosure, and comply with all specifications, quality criteria and product requirements.

 

    2. Health & Safety. Our business partners must be committed to a safe and healthy work place and must comply with all applicable laws and regulations that apply to health and safety. Further, there must be an appropriate method of dealing with hazardous materials. Our partners who provide residential facilities must also maintain those facilities in a healthy and safe manner.

 

    3. Environmental. Our partners must be committed to environmentally safe practices and must be in compliance with all applicable laws and environmental regulations. Care must be taken with any environmentally sensitive substances or processes.

    4. Employment Practices. We will only do business with those who do not subject their workers to physical risks, recognize the right of free association, and do not exploit their workers.

 

Wages & Benefits: Must comply with the law and/or prevailing local practices. All fees and/or wage deductions must be fair and reasonable.

 

Working Hours: Must be preset on a daily, weekly and monthly basis with compensation for overtime. Usually this means no more than a 60 hour work-week with one (1) day off within a seven (7) day period.

 

Child Labor: Use by our partners or sources or their sources of vendors of child labor is forbidden. A “child” is a person under the age of 16 years.

 

Forced Labor: Use by our partners or sources or their sources or vendors of forced or prison labor is forbidden, except that use of prison labor in the United States pursuant to a program approved by a federal, state or local government or agency is permitted.

 

Disciplinary Practices: We will not do business with those who use mental or physical threats. Physical punishment of any kind is forbidden.

 

Non-Discrimination: We believe in cultural diversity and support employment practices based on individual skills and abilities. We will not do business with those who discriminate in any way.

 

    5. General. Our intent is to do business with partners, sources and vendors who contribute to the betterment of their communities and who train and develop their workers.

 

 

Partners and Sources who do business with The Stanley Works and Stanley Logistics, Inc. can expect the following:

 

A professional approach to business that emphasizes customer satisfaction, product quality, and recognizes the right of our partners and sources to receive a fair return for their efforts.

 

Regular contact with The Stanley Works and Stanley Logistics, Inc. personnel for program and management and technical support.

 

Business conducted in an open and truthful way with conduct that is ethical at all times and under all circumstances.