TRADEMARK LICENSE AGREEMENT

 

                                  EXHIBIT 10.49

                                       TO

                                 GARGOYLES, INC.

                                    FORM S-1

"[*]" = confidential information omitted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment.

                           TRADEMARK LICENSE AGREEMENT

         This Trademark License Agreement (hereinafter "Agreement") is made and
entered into as of the last date signed by one of the parties, below
(hereinafter "Effective Date"), by and between Gargoyles, Inc., a Washington
corporation having a place of business in Kent, Washington (hereinafter "G.I."),
and [*], a Delaware corporation having a place of business in [*], [*]
(hereinafter "[*]").

         The parties hereby agree as follows:

1.0      LICENSE GRANT

         1.1 Subject to the terms and conditions of this Agreement, including
payment of the royalties due hereunder, G.I. hereby grants to [*] an exclusive
right to use and/or to license the use of the mark GARGOYLES (hereinafter the
"Mark") on and in connection with [*] Products, [*] Services, Licensed Products
and Licensed Promotions, as defined herein.

         1.2 "[*] Services" as used in this Agreement means services performed
by or for [*] in connection with the production, distribution, promotion or
[*] of [*] (together, "[*]").

         1.3 "[*] Products" as used in this Agreement means products bearing the
Mark or marketed in conjunction with the Mark that are sold either by [*] only
or by [*] and others but as to any of which [*] receives no License Revenue, as
defined herein. By way of example, [*] Products include, but are not limited to,
[*], artwork and art editions, and certain products distributed in electronic
form.

         1.4 "Licensed Products" as used in this Agreement means products
manufactured, marketed, distributed or licensed by [*]'s licensees which are
associated with "[*]" and bear the Mark or are marketed in conjunction with the
Mark as to the sale of which by the licensees [*] receives License Revenue, as
defined herein. By way of example, Licensed Products include, but are not
limited, to, certain T-shirts, caps, shoes, and products distributed in
electronic form.

         1.5 "Licensed Promotions" as used in this Agreement means promotional
uses of the Mark by [*] itself or under arrangements between [*] and third
parties 

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intended by [*] primarily to increase the market exposure of "[*]" (by way of
example, [*]'s present agreements with [*] and [*] to promote "[*]"). Licensed
Promotions may include the distribution of promotional items bearing the Mark or
marketed in conjunction with the Mark.

         1.6 [*]'s exclusive rights under this Agreement are limited to products
and services associated with "[*]" licensed hereunder. Nothing in this Agreement
shall limit or restrict G.I.'s rights with respect to uses of the Mark in
connection with the sale or promotion of GARGOYLES Performance Eyewear or other
products or services not associated with "[*]."

         1.7 Any rights not expressly granted to [*] hereunder are reserved by
G.I.

2.0      ROYALTY OBLIGATIONS AND PAYMENTS

         2.1 [*] agrees to pay G.I. a royalty of [*] percent ([*]) of its
License Revenue (as defined below) for the first [*] dollars ([*]) of License
Revenue.

         2.2 [*] agrees to pay G.I. a royalty of [*] percent ([*]) of its
License Revenue (as defined below) on all License Revenue in excess of [*]
dollars ([*]) of License Revenue.

         2.3 [*] shall have no obligation to pay G.I. royalties on revenue it
receives in conjunction with [*] Services, [*] Products or Licensed Promotions.

         2.4 "License Revenue" as used in this Section 2.0 means all past,
present and future money due and received by [*] from third-party licensees for
Licensed Products manufactured or sold in the United States or Canada (including
all money due and received from licensees identified in Appendix 2, hereto).

3.0      ACKNOWLEDGMENT OF RIGHTS

         3.1 [*] acknowledges that the Mark is a valid and enforceable trademark
of G.I., and agrees not to challenge or contest G.I.'s ownership of the Mark or
to challenge or contest the validity of the license granted under this
Agreement.

         3.2 All rights [*] has acquired or may acquire in the Mark, including
all associated goodwill, shall be the sole property of G.I. and are hereby
assigned to G.I. All use of the Mark by [*] and its licensees shall inure to the
benefit of G.I.

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4.0      QUALITY, INSPECTION AND LICENSE APPROVAL

         4.l [*] agrees that the quality of the products sold and services
distributed under this Agreement shall meet or exceed industry standards. In the
case of [*] Services performed by [*], [*] agrees that such services shall be of
the same general quality as those services provided by it prior to the Effective
Date of this Agreement.

         4.2 [*] further agrees that it shall monitor the quality and
performance of its licensees and their products under this Agreement in
accordance with its standard licensing procedures, including requiring its
licensees to enter into agreements having quality control and approval
provisions substantially as provided in the standard [*] license agreement
attached hereto as Appendix l. [*] agrees that its use and licensing of the Mark
shall be consistent with [*]'s practices, as they may evolve from time to time,
for [*] and products.

         4.3 [*] shall cooperate with G.I. to facilitate periodic review of
products distributed and services performed under this license, as and when
reasonably requested by G.I.

         4.4 [*] shall use its reasonable efforts to ensure that all products
distributed and services performed under this license comply with all applicable
laws, rules, and regulations and do not violate or infringe any right of any
third party.

         4.5 Appendix 2 to this Agreement is a list of actual and prospective
(i.e., under negotiation) U.S. licensees for Licensed Products, as of the
Effective Date of this Agreement.

         4.6 [*] agrees to consult with G.I. from time to time, at least
quarterly, concerning the nature of future Licensed Products and Licensed
Promotions and to afford G.I. a reasonable and timely opportunity to comment and
suggest modifications which may impact consumers' perception of the Mark with
respect to the nature of the Licensed Products and Licensed Promotions and the
manner in which the Mark is used in such promotions. [*] agrees to work with
G.I. to make such modifications, when and to the extent mutually reasonably
desirable.

5.0      IDENTIFICATION AND USE OF THE MARKS

         5.1 [*] and its licensees shall use the Mark in a manner consistent
with proper trademark usage. Nothing in this paragraph shall obligate [*] or its
licensees to modify any advertisements or promotional material already released
or in production.

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6.0      WARRANTY

         6.1 [*] represents and warrants that it will not use or authorize
others to use the Mark, or other trademark or service mark including "GARGOYLES"
or "GARGOYLE," except as expressly provided in this Agreement. This section
shall not limit or otherwise restrict [*]'s right to make descriptive uses of
the terms "gargoyle" or "gargoyles."

         6.2 G.I. makes no warranty or representation concerning the
availability of the Mark for use in any jurisdiction.

7.0      ROYALTY PAYMENTS, REPORTS, AND AUDITS

         7.1 Within forty-five (45) days of the close of each calendar quarter
after the Effective Date of this Agreement, [*] shall pay G.I. the royalties due
hereunder for the preceding calendar quarter.

         7.2 Each royalty payment to G.I. hereunder shall be accompanied with a
report identifying the total sales by [*]'s licensees corresponding to the
payment period, the License Revenue received by [*] from each license and any
other information reasonably required to calculate the royalties due hereunder.
The report shall also identify any new licensees and the product(s) for which
such licensee is authorized to use the Mark. Any license terminations occurring
within the preceding calendar quarter shall also be identified in the report.

         7.3 Payments made more than ten (10) days late shall be subject to a
late payment fee of [*] percent ([*]) per month, calculated daily, or the
maximum allowed by law, whichever is less. In no event, however shall [*] be
subject to late payment fees in any amount exceeding [*] per annum.

         7.4 [*] agrees to keep accurate records of all transactions relating to
this Agreement and to preserve such records for the lesser of seven (7) years or
two (2) years after the termination of this Agreement. Upon reasonable request
and notice by G.I., G.I. shall have the right to audit [*]'s records relating to
this Agreement and all licenses entered hereunder by a mutually agreeable
independent auditor. In the event that such audit reveals a deficiency of [*]
percent ([*]) or more of any amount reported as owed to G.I. for any calendar
quarter, all reasonable costs of an outside accounting firm associated with such
audit shall be borne by [*]. Any audit conducted pursuant to this Section 7.4
shall be conducted confidentially in conformity with Section 11.

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8.0      INDEMNIFICATION

         8.1 [*] agrees to indemnify, defend and hold G.I. and its employees,
officers, directors and agents harmless against any and all actual or asserted
claims, losses, costs and expenses (including reasonable attorneys' fees),
liabilities and damages of any kind arising out of or relating to use of the
mark by [*] or its licensees, including all third party claims concerning
Licensed Products and [*] Services under this Agreement but excluding trademark
or service mark infringement claims against G.I. In the event of such a claim,
G.I. shall promptly notify [*] and G.I. shall provide reasonable assistance to
[*] in the defense of any such claim.

9.0      ADDITIONAL TRADEMARK FILINGS, REGISTRATIONS

         9.1 Should G.I. desire to obtain any additional registrations for the
Mark, it will do so at its own expense. Should [*] desire that G.I. seek or
obtain an additional registration for the Mark, it shall so notify G.I. Upon
receipt of such notice, G.I. shall proceed with filing such application at [*]'s
expense or, if G.I. has a reasonable basis for not filing an application for
such registration, so advise [*].

         9.2 [*] agrees to provide G.I. with all information and documents
reasonably required by G.I. to file, prosecute or maintain registrations for the
Mark.

         9.3 Nothing in this Agreement shall require G.I. to prosecute or
maintain any application or registration for the Mark in any jurisdiction.

10.0     POLICING, ENFORCEMENT

         10.1 [*] agrees to investigate and police infringements of its own or
its licensees' use of the Mark in a manner comparable to its regular practices
for its own marks.

         10.2 G.I. agrees to cooperate in such policing and enforcement efforts
at [*]'s request and expense. In the event G.I. is required to be named as a
party in any enforcement action by [*], it agrees to be so named at [*]'s
expense unless it has a legitimate business reason not to proceed with such
action, in which case it will so advise [*]. In the event that [*]'s overall
policing and enforcement of the Mark results in a net gain to [*] (i.e.,
settlements and recoveries on all enforcement activities relating to the Mark
exceed expenses on all such activities), such net gain shall be treated as
License Revenue under this Agreement.

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         10.3 Nothing in this Agreement shall limit or restrict G.I.'s rights to
police infringement of the Mark or otherwise enforce its rights in the Mark. For
policing or enforcement actions involving use of the Mark that are associated
with "[*]," G.I. agrees to contact [*] prior to commencing such action and give
[*] the first opportunity to pursue such infringement.

11.0     CONFIDENTIALITY

         11.1 The parties agree to keep this Agreement and its terms and
conditions confidential and not to disclose same without the prior written
consent of the other party, except (a) as necessary for the purpose of its
enforcement, (b) as necessary for purposes of sublicense or other execution of
the rights and obligations pursuant to it, (c) in response to a court order or
an authorized request from a duly constituted governmental body, or (d) as to
their financial and tax advisors or, as to G.I., prospective investors in the
course of their due diligence, provided that any such prospective investor shall
first agree in writing to preserve and maintain the confidentiality of such
information. Should either party be required to disclose this Agreement or any
term or condition thereof in any court or administrative proceeding, it will
promptly notify the other with reasonable expedition once the possibility that
disclosure may be ordered is known, and in any event, prior to such disclosure,
and will use reasonable efforts to preserve the confidentiality of such
disclosure under a suitable protective order.

         11.2 In response to inquiries from third parties, nothing in this
Agreement shall restrict either party from disclosing the fact that they have
entered into a license for use of the Mark.

12.0     TERM AND TERMINATION

         12.1 This Agreement shall remain in effect unless terminated as
provided herein.

         12.2 G.I. may terminate this Agreement in the event that (i) [*] and
its licensees have stopped use of the Mark; or (ii) [*] is in material breach of
this Agreement or the accompanying Settlement Agreement and has not cured such
breach as provided in this section.

         12.3 In the event of a material breach of this Agreement or the
accompanying Settlement Agreement, G.I. shall notify [*] of such breach. [*]
shall have sixty (60) days from the date of such notice to cure the breach, or
if cure is not possible within 

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the sixty (60) days, notify G.I. that it has taken action reasonably calculated
to cure such breach as soon as is reasonably possible. Upon [*]'s failure to
cure or, when applicable, to so notify G.I., this Agreement shall terminate.

         12.4 Upon termination of this Agreement, [*] shall cease all use of the
Mark within sixty (60) days. Termination shall not affect the term of any
licenses granted by [*] under this Agreement, or [*]'s obligations to pay G.I.
royalties for revenue received from its licensees hereunder.

         12.5 Termination shall not affect the confidentiality provisions of
this Agreement.

13.0     NOTICES

         All notices and other communications under this Agreement shall be in
writing and shall be deemed given if delivered personally, mailed by registered
or certified mail, return receipt requested, by overnight courier, or sent by
facsimile with a receipt confirmed by telephone, to the parties at the following
addresses or to such other addresses as a party may from time to time notify the
other party in accordance with this provision.

         GARGOYLES:                 Gargoyles, Inc.
                                    5866 S. 194th
                                    Kent, WA 98032
                                    Attention:  Doug Hauff, President
                                    Fax:  (206) 872-3267

         With a copy to:            Michael Goldfarb, Esq.
                                    Rohan, Goldfarb & Shapiro
                                    1601 One Union Square
                                    600 University Street
                                    Seattle, WA 98101-3112
                                    Fax: (206) 467-0298

         [*]:                       [*]

14.0     GENERAL PROVISIONS

         14.1 Headings. Section headings are used in this Agreement for
convenience and reference only and shall not affect the meaning of any provision
of this Agreement.

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         14.2 Agreement Worldwide. This Agreement and its provisions shall be
effective worldwide.

         14.3 Signers Authorized. The undersigned represent and warrant that
they have the authority to execute this Agreement on behalf of the parties.

         14.4 Binding Effect. The terms of this Agreement shall be binding on
the parties, their officers, employees, agents, successors, assigns, and related
companies.

         14.5 Severability. If any provisions of this Agreement shall be held by
a court of competent jurisdiction to be illegal, invalid, or unenforceable, the
remaining provisions shall remain in full force and effect.

         14.6 Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of California, excluding choice of law
rules.

         14.7 No Partnership. Neither this Agreement, nor any terms and
conditions contained herein, shall be construed as creating a partnership, joint
venture or agency relationship or as granting a franchise.

         14.8 No Waiver. The failure of either party to enforce any provision of
this Agreement shall not constitute a waiver of any prior, concurrent or
subsequent breach of the same or any other provision hereof, and no waiver shall
be effective unless made in writing and signed by an authorized representative
of the waiving party.

         14.9 Entire Agreement: Amendments. This Agreement contains the entire
agreement of the parties with respect to the subject matter hereof, and shall
supersede all prior and contemporaneous communications. This Agreement shall not
be amended except by a written agreement subsequent to the date of this
Agreement and signed on behalf of the parties by their respective authorized
representatives.

         14.10 Sublicenses, Assignment. The parties agree that [*] may not
sublicense any right under this Agreement except as expressly provided herein
and shall not assign this Agreement except as part of the sale of its business
or substantially all of its assets relating to the Mark.

         14.11 Signed in Counterparts. This Agreement may be signed in two
counterparts, each of which shall (when the Agreement is or counterparts have
been signed by all parties) be an original, to the same effect as if all
signatures were on the same instrument.

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         14.12 Appendix. This Agreement includes the following attachments and
appendices which are hereby incorporated by reference:

                    Appendix 1 - Standard [*] License
                    Appendix 2 - Existing and Prospective [*] Licensees

         IN WITNESS HEREOF, the parties hereto have executed this Agreement as
of the Effective Date.

                                             GARGOYLES, INC.

Date  April 12, 1995                         By      /s/ Douglas B. Hauff
      ------------------------                   -----------------------------

                                                     President
                                                 (Print or type name and title)

                                             [*]

Date:  April 11, 1995                        By      /s/ [*]
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                                                       [*]
                                                 (Print or type name and title)

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Basic Info:

Name: TRADEMARK LICENSE AGREEMENT
Type: Trademark License Agreement
Date: July 3, 1996
Company: GARGOYLES INC
State: Washington

Other info:

Date:

  • April 12 , 1995
  • April 11 , 1995

Organization:

  • Securities and Exchange Commission
  • Gargoyles , Inc.
  • Goldfarb & Shapiro 1601 One Union Square 600 University Street Seattle
  • the State of California

Location:

  • Washington
  • Delaware
  • United States
  • Canada
  • U.S.
  • G.I.
  • Esq

Person:

  • Doug Hauff
  • Michael Goldfarb
  • Douglas B. Hauff

Percent:

  • ] percent