Brand License Agreement Additional Territory Term Sheet No. 1 between OMS Investments, Inc. and AeroGrow International, Inc.

Contract Categories: Intellectual Property › License Agreements
Summary

OMS Investments, Inc. and AeroGrow International, Inc. have agreed to expand their existing Brand License Agreement to include the United Kingdom as an additional territory. AeroGrow may sell licensed products only through approved e-commerce retailers, with possible expansion to online platforms of brick-and-mortar stores if OMS approves. AeroGrow must achieve at least $3,000,000 in annual gross sales in the UK by March 31, 2019, and each year after, or OMS may terminate the agreement. This term sheet is part of the original Brand License Agreement and takes precedence in case of conflict.

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EX-10.3 3 ex10-3.htm EX-10.3 ex10-3.htm
 
EXHIBIT 10.3
 
BRAND LICENSE AGREEMENT
ADDITIONAL TERRITORY TERM SHEET NO. 1

This Additional Territory Term Sheet No. 1 (this “Term Sheet”) dated _______________, 2015 (the “Term Sheet Effective Date”) is attached to, and made a part of, the Brand License Agreement (“Brand License”) by and between OMS Investments, Inc. (“Licensor”) and AeroGrow International, Inc. (“Licensee”) dated April 22, 2013.

Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Brand License.

Additional Territory:
United Kingdom
 
Termination Rights (for purposes of Section 14.3(b)(ii)):
A minimum of $3,000,000 in annual gross sales on or before March 31, 2019, and for each subsequent Contract Year.
 
Retailers/Channels of Trade:
Licensee may only sell to retailers that sell exclusively through the e-commerce channel of trade, including online and television sales (e.g., Amazon, QVC).  Licensee may expand to the online presence of those brick and mortar stores that Licensor approves in advance in writing, which approval may not be unreasonably withheld, conditioned or delayed.
 
Additional Terms:
None.

This Term Sheet incorporates all the rights, duties, and obligations extended to both parties under the Brand License relating to the subject matter herein.  This Term Sheet and the Brand License shall be read together and any conflict in terms shall be resolved with deference to the terms contained in this Term Sheet.

OMS INVESTMENTS, INC.
 
 
By:                                                                
Name:                                                               
Title:                                                             
Date:                                                             
AEROGROW INTERNATIONAL, INC.
 
 
By:                                                                 
Name:                                                               
Title:                                                              
Date: