Scores Holdings (SCRH)

[otcbargains]

OK I found one from 2014. A partial one anyway. It looks like Houston. Unfortunately to get the entire document one has to sign up for this service.

(Houston) SCORES TRADEMARK LICENSE AGREEMENT THIS AGREEMENT (the “ Agreement ”) is made and entered into this [14] day of [February] 2014 (the “ Effective Date ”) by and between SCORES LICENSING CORP., a Delaware corporation, with its principal office at 617 11 th Avenue, New York, NY 10036 (“ SLC ”) and [Houston KP LLC], a [Domestic Limited Liability Company], with its principal office at 6340 Westheimer Road Houston, Texas 77057] (“ Licensee ”). WITNESSETH: WHEREAS, SLC is the authorized licensee of the SCORES trademarks listed on Schedule A hereto, which may be amended from time to time by SLC in its sole discretion, by providing Licensee with written notice of such changes (collectively, the “ SCORES Trademarks ”); WHEREAS, Licensee is the owner and operator of an adult entertainment night club/restaurant to be located at 6340 Westheimer Road, Houston, Texas 77057(the “ Location ”) which will open to the public and be fully operational no later than six (6) months from the Effective Date (the “ Business ”); WHEREAS, Licensee wishes to operate the Business under the name “SCORES” and to otherwise brand the Business with the SCORES Trademarks, and to offer and sell various related licensed products at the Location under the SCORES Trademarks; and WHEREAS, SLC wishes to license the SCORES Trademarks to Licensee for use in connection with the Business pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, for and in consideration of the promises, covenants, and agreements contained herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, SLC and Licensee (the “Parties”) agree as follows:
1. LICENSE GRANT.

(a) Business . Subject to the terms and conditions of this Agreement, SLC hereby grants to Licensee, and Licensee hereby accepts, an exclusive, non-transferable, non-sublicenseable sublicense during the Term of the Agreement, as specified in Section 15 below, to use the SCORES Trademarks at the Location (the “ Territory ”) solely to promote, market and otherwise brand the Business (the “ Club License ”).




(b) Licensed Products . Subject to the terms and conditions of this Agreement, SLC hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable sublicense during the Term to use the SCORES Trademarks solely on or in association with the offering for sale and sale of licensed products as identified on Schedule A, which may be amended from time to time by SLC in its sole discretion, by providing Licensee with written notice of such changes (collectively, the “ Licensed Products ”) at the Location only (the “ Merchandise License ”). The Merchandise License does not grant to Licensee the right to produce, manufacture or have manufactured the Licensed Products. Nothing in the Merchandise License restricts SLC or its licensees from offering for sale or selling Licensed Products in or outside of the Territory. The Club License and the Merchandise License shall hereinafter be referred to collectively as the “ Licenses ”. The Licenses are granted subject to any previous licenses granted by SLC or SLC’s parent or affiliates prior to the Effective Date.

(c) License Restrictions. All rights in and to the SCORES Trademarks not expressly licensed to Licensee pursuant to the Licenses herein are expressly reserved by and for SLC and Scores Holding Company, Inc., which has licensed the SCORES Trademarks to SLC and which is the owner of the SCORES Trademarks (the “ Owner ”). At no time shall Licensee use or otherwise exploit any of the SCORES Trademarks except as expressly provided in this Agreement. Without limiting the generality of the foregoing, SLC expressly reserves the right to sell, or enter into license agreements with other parties to sell, merchandise directly to any retail consumer by means of the Internet or other means of e-commerce or by catalog, direct mail, or by other similar means. Retail sales include retail sales in any authorized store.

2. ROYALTIES AND OTHER PAYMENTS.

(a) Royalty Amount . Licensee shall pay SLC a fixed fee of Ten Thousand Dollars ($10,000.00) per month (“ Fixed Fee Royalty ”) to be received by May 31, 2014. Please note SCORES™ will give SCORES Houston a $2,500 advertising allowance paid upon clearing of monthly $10,000 fee. This arrangement will be for the first 24 timely payments being current. Commencing on July 31, 2014, Licensee shall pay the Fixed Fee Royalty for two (2) consecutive years, and after such two-year period, for the remainder of the Term, Licensee shall pay SLC, on a monthly basis, the greater of 4.99% of Licensee’s monthly Net Revenue (as hereinafter defined) (the “ Net Revenue Royalty ”) or the Fixed Fee Royalty (collectively, the “ Business Royalties ”). “ Net Revenue ” means 100% of Licensee’s receipts received in connection with the operation of the Business (“ Gross Revenues ”), less all actual local sales taxes paid, amounts specifically designated by customers on credit card receipts as “tips for service”, credit card discount fees, and complementary food and beverage sales (not to exceed 5% of Licensee’s Gross Revenues). Gross Revenues include all revenues from operation of the Business including, but not limited to, liquor revenue, beer revenue, champagne revenue, shot girl house fees, wine revenue, non-alcoholic beverage revenue, food revenue, party revenue, admission fees club, admission fees for private or VIP rooms, room rental, humidor revenue, cigar revenue, cigarette revenue, candy revenue, novelty revenue (other than revenue from Licensed Products), valet revenue, coat check revenue, concession—cigarette, concession—bathroom, concession—massage concession—tarot, dressing room rent, house fees from entertainers, house fees from DJs, house fees from floor manager, house fees from service personnel, feature calendar, feature-novelty, feature-video, feature-cigar and Internet revenue and will also include the fee charged to customers for the purchase of Diamond Dollars™ and the fee paid by entertainers for cashing in Diamond Dollars™.

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(b) Licensed Product Royalties . Licensee will purchase all re-sellable Licensed Products from SLC, or SLC’s authorized affiliate. Licensee shall pay for all such Licensed Products on a cost plus twenty-five percent (25%) markup basis, unless otherwise agreed (the “ Licensed Product Royalties ”). For the avoidance of doubt, this Agreement does not grant Licensee the right to produce, manufacture or have manufactured Licensed Products for resale and any such production of Licensed Products shall constitute an infringement of SLC’s and/or Owner’s intellectual property rights.

(c) Royalty Reports . Licensee shall furnish SLC with written reports describing in detail all Gross Revenues and Net Revenue, including all deductions taken from the Gross Revenue, relative to the Business (the “ Royalty Reports ”). The Royalty Reports shall be prepared and sent to SLC not later than ten (10) days following the end of each calendar month. Royalty Reports may be adjusted on a quarterly basis (if necessary, with SLC’s written approval), and shall be sent not later than ten (10) business days after each calendar quarter period ending in March, June, September and December of each year.

(d) Payment . Payment of Royalties due under this Section shall be made within ten (10) business days after the end of each calendar month (or calendar quarter, with SLC’s prior written approval) during the Term.

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3. OPERATIONS.
(a) Licensee, at its sole cost and expense, shall operate and maintain the Business at the Location under the authority of this Agreement as prescribed herein and as permitted by federal, state and local laws, rules, regulations or orders. (b) Licensee, at its sole cost and expense, shall provide any lighting, music, music programming, sound equipment, or any other equipment and facilities necessary for the proper operation of the Business at the Location. (c) Licensee warrants that all food, beverages and merchandise shall be pure and of good quality. Licensee shall maintain adequate inventory control to ensure a constant supply of food, beverages and merchandise. Licensee shall operate any restaurant, bar or the facility that dispenses food or beverage in such manner as to maintain the highest health inspection rating. (d) Licensee shall personally conduct operations under this Agreement and utilize an employee operations manager satisfactory to SLC. The designated manager must be available by telephone during all hours of operation. Licensee shall notify SLC in writing of the name(s) of the designated manager(s) as soon as such person(s) begin their employment with Licensee. Licensee shall promptly notify SLC of any changes to who the designated managers are and any changes in their contact phone numbers. (e) Licensee shall at its sole cost and expense, provide a twenty-four (24) hour per day security system at the Location. (f) Licensee shall prepare and provide to SLC, reports of major accidents or incidents involving law enforcement authorities occurring at the Location. Licensee shall promptly notify SLC, in writing, of any claim for injury, death, property damage or theft which shall be asserted against Licensee with respect to the Location. Licensee shall also designate a person to handle all such claims, including all insured claims for loss or damage pertaining to the operations of the Location and Licensee shall notify SLC in writing, as to said person’s name, address, phone number and e-mail address. (g) Licensee shall promptly notify SLC of any unusual conditions that may develop in the course of the operation of this License Agreement such as, but not limited to, fire, flood, vandalism, casualty or substantial damage of any character.
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4. APPROVALS.
In order to preserve the value, goodwill and reputation of the SCORES Trademarks, Licensee and SLC shall consult with each other during the Term hereof with regard to any marketing, advertising or promotional activities pursuant to the Business and SLC will have the right to pre-approve in writing, (in its sole discretion), all advertisements, promotional, marketing and other similar materials, including but not limited to, the images and format of the Diamond Dollars TM and the images of the SCORES Trademarks for the Business (collectively, the “ Promotional Materials ”) in order to ensure consistent quality of same and adherence to any brand or marketing guidelines provided by SLC. Prior to using any Promotional Materials, Licensee shall send copies of all proposed Promotional Materials to SLC for SLC and/o

Read more: http://agreements.realdealdocs.com/License-Agreement/SCORES-TRADEMARK-LICENSE-AGREEMENT-3062316/#ixzz3ryEoZrGF