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License Agreement

                         

This Agreement is made and entered into as of the 24th day of November, 2021 (hereinafter called “Effective Date”), by and between Japan LLC, a corporation duly organized and existing under the laws of Japan and having its registered office at 6-6-14-102 kitashinagawa, shinagawa-ku, Tokyo 140-0001 Japan (hereinafter called “Licensor”), and Korea Corporation, a corporation duly organized and existing under the laws of Republic of Korea (hereinafter called “Korea”) and having its registered office at 117, Okgye2gongdan-ro, Gumi-si, Gyeongsangbuk-do 730-400, Korea (hereinafter called “Licensee”).

 

 

                                             WITNESSETH:

 

WHEREAS, Licensor is engaged in the business of various sweets such as Macarons, Chocolate Bonbons, Chocolate Dragees and Ice Cream in Japan;

 

WHEREAS, Licensee desires of obtaining a license to use Licensor’s know-how in connection with manufacturing of the aforesaid sweets in Korea, and Licensor is willing to grant such a license to Licensee on the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the mutual promises, covenants and undertakings, both parties hereto have agreed and do hereby agree as follows:

 

 

Article 1.  Definitions

 

1.  “Products” shall mean the following Licensor’s sweets products which Licensee manufactures and
     sells under this Agreement.

(1) Macarons

(2) Chocolate Bonbons

(3) Chocolate Dragees

(4) Ice Cream

 

2.  “Know-How” shall mean recipe, technical information, operation & service manuals, method and
      know-how for the manufacturing and sales of Products.

3.  “Trademarks” shall mean any and all Licensor’s tradenames, trademarks and logos, which are
      to be used for the manufacturing and sales of Products.

4.  “Customers” shall mean Licensee’s customers who purchase Products in Territory.

5.  “Territory” shall mean Korea.

 

 

Article 2. Grant of License

 

1.  Licensor hereby grants to Licensee during the term of this Agreement the exclusive and
     non–transferable license, without the right to grant a sublicense, to use Know-How and
     Trademarks for the manufacturing and sales of Products in Territory.

2.  The parties hereto may change and add Products subject to the mutual consultations and
     consent in writing between the parties hereto.

 

 

Article 3. Provision of Know-How and Trademarks

 

On and after Effective Date, Licensor shall provide Licensee with Know-How and Trademarks
in the form of manuals, DVDs, electronic files and other appropriate forms in English language.

 

 

Article 4. Setup Fee and Royalties

 

1.  For the right and license provided by Licensor to Licensee during the first (1st) year
     of this Agreement, Licensee shall pay Licensor the following :

 

(1)  setup fee of three million Japanese Yen (3,000,000 JPY) within thirty (30) days
      on and after Effective Date  (hereinafter called “Setup Fee”).

(2)  fixed royalty of two million Japanese Yen (2,000,000 JPY) by the end of
      the latest April after Effective Date (hereinafter called “Fixed Royalty”).

 

2.  For the right and license provided by Licensor to Licensee during the second (2nd) and
     subsequent years of this Agreement, Licensee shall pay Licensor the royalties calculated
     pursuant to the following formula (hereinafter called “Running Royalty”).

 

          sales price of Products　X  5%

 

3.  For the purpose of calculation of Running Royalty, sales price of Products to be used
     in the aforesaid formula shall be deemed to have occurred at the time when the charge
     for Products is paid by Customers to Licensee.

4.  For the avoidance of doubt, sales price of any sweet products other than Products
     shall not be used or counted for the aforesaid formula.

 

 

Article 5.  Payment of Setup Fee and Fixed Royalty

 

1.  Licensee shall remit the amount of Setup Fee and Fixed Royalty to the bank account
     designated by Licensor by telegraphic transfer in Japanese Yen.

2.  Remittance cost to be incurred shall be borne by Licensee.

 

 

Article 6.  Payment of Running Royalty and Minimum Royalty

 

1.  Licensee shall calculate the total amount of sales price of Products and Running Royalty which
     accrued during one (1) month period from the first to the last day of each calendar month
     (hereinafter called “Computation Period”) and send a report thereof (hereinafter called
     “Royalty Summary”) to Licensor within five (5) working days from the day following the last day
     of each Computation Period. Royalty Summary shall indicate detailed information of sales price of
     Products and Running Royalty in Korean Won during Computation Period and other necessary
     information, if any.  Even if no amount of sales price of Products accrues during Computation Period,
     Licensee shall submit Calculation Report indicating so to Licensor.

2.  If Licensor has a question about or does not accept the information specified in Royalty Summary,
     Licensor shall send a written notice of inquiry or non-acceptance accompanied by its reason in writing
     to Licensee within five (5) working days from the date of Royalty Summary.  Unless the foregoing
     notice is provided in the aforesaid manner, Licensor shall be deemed to have agreed to and accepted
     Royalty Summary.

3.  If Licensor accepts or is deemed to have accepted Royalty Summary, Licensee shall remit Running
    Royalty which are specified in Royalty Summary on or before the last day of the following month of
    each Computation Period.

4.  Licensee shall remit the amount of Running Royalty to the bank account designated by Licensor by
     telegraphic transfer in Japanese Yen and the conversion of Korean Won into Japanese Yen shall be
     based on the official rate of exchange prevailing at the bank Licensee uses on the day when
     remittance is made.

5.  Remittance cost to be incurred shall be borne by Licensee.

 

　

Article 7.  Withholding Tax

 

Licensee shall deduct withholding tax to be imposed in Territory at the statutory rate from Setup Fee , Fixed Royalty, Running Royalty and Minimum Royalty and obtain a tax certificate showing the payment of such tax from tax authorities in Territory.  Immediately after its receipt of the said tax certificate, Licensee shall send it to Licensor by email firstly and thereafter, send the same by mail for the purpose of Licensor’s tax relief.

 

 

Article 8. Overdue Interest

 

If Licensee fails to pay Setup Fee, Fixed Royalty, Running Royalty or Minimum Royalty in due time, Licensee shall pay an overdue interest on the balance owed at the rate of fourteen point six percent (14.6%) per annum until such amount is paid in full.

 

 

Article 9. Technical Training and Advice

 

1.  Licensor shall, at no charge, dispatch its instructors to Licensee at the facilities of Licensee in Korea
     to render technical trainings in respect of Know-How for such periods and on such terms and
     conditions, as may be mutually agreed upon by the parties (hereinafter called “Technical Training”).

2.  Licensee shall make a necessary arrangement of interpreter, accommodations and transportations
     for Licensor’s instructor which are required for Technical Training at its expense. Also, the expense
     of communication which is necessary for Technical Training shall be borne by Licensee.

3.  Upon the request of Licensee, Licensor shall, at no charge, provide Licensee with technical advice
     by using ZOOM/Skype, conference call system, email or other suitable systems in respect of
     Know-How for a reasonable time to be mutually agreed upon in advance of every technical advice
     subject to the prior mutual consultations and consent in respect of detailed terms and conditions
     thereof in writing (hereinafter called “Technical Advice”).  

 

　

Article 10. Sales Promotion

 

1.  Licensee agrees that it will use its best efforts to promote the sales of Products in Territory by its
     website, door step sales, direct mails, e-mails, newsletters, social network services and exhibitions.

2.  Licensor shall, at no charge, render Licensee sales tools, manuals, samples and brochures of
     Products, which are required for the sales promotion of Products in Territory.  

 

 

Article 11. Use of Trademarks

 

1.  Licensor hereby grants to Licensee to use Trademarks free of charge for Licensee’s websites,
     social networking services, catalogs, flyers, banners, novelties, business cards and other sales
     promotional materials, and only in connection with the manufacturing and sales of Products in
     Territory during the effective term of this Agreement.  

2.  Licensee shall comply with any instructions by Licensor in using Trademarks and shall not use
    Trademarks for any purpose other than the sales promotions of Products.

3.  Licensee shall not modify the manner for use of Trademarks nor combine Trademarks with any other
     letters, names, trademarks, marks or designs without Licensor’s written consent.  If Trademarks are
     , in the judgment of Licensor, used improperly, Licensee shall immediately discontinue such use of
     Trademarks.

4.  Licensee shall not apply for nor register the identical or similar trademarks or service marks with
    Trademarks on its own name in any countries or regions.

 

 

Article 12. Restraint of Competition

 

Licensee shall not, during the term of this Agreement or any extension thereof, render any competitive or similar sweet products to Products in Territory directly or indirectly.  Provided, however, that any sweet products which have been rendered by Licensee on and before Effective Date are expressly excluded from this restraint.

 

 

Article 13. Improvements

 

Licensee agrees to make full disclosure to Licensor in respect of all inventions, discoveries and improvements which its officers or employees conceive, make or acquire during the term of this Agreement based on Know-How or Products and the parties shall have mutual consultations
in respect of ownership of rights of such inventions, discoveries and improvements.

 

 

Article 14. Subcontract of Manufacture of Products

 

Licensee may subcontract the manufacture of Products to its subcontractors in Territory. Provided, however, that, Licensee shall manage and control any and all　manufacture of Products which were subcontracted to its subcontractors.

 

 

Article 15. Disclaimer of Liability

 

1.  Licensor shall make its best efforts to ensure that Know-How furnished to Licensee under this
     Agreement is the same information that Licensor uses to make its sweets products and that
     Know-How is sufficient to make Products if properly utilized according to Technical Training
     in the making of Products.  Also, upon the request of Licensee, Licensor shall make inspection
     of the sample of quality of Products made by Licensee.

2.  Notwithstanding the foregoing Paragraph, Licensor shall not warrant that Licensee will be able to
     make Products to the same standard as Licensor makes its sweets products by using Know-How.
     Licensee shall be solely responsible for the quality of Products made by Licensee in Territory.

3.  With respect to Know-How or Products sold by Licensee, Licensor shall not have any liabilities for
     claims of Licensee or any third parties or any consequential losses, directly or indirectly, suffered by
     Licensee or third parties.  Furthermore, Licensee agrees to save and hold Licensor harmless from any
     claims made by any third parties arising out of the delivering or sales of Products by Licensee
      in Territory.

 

 

Article 16. Intellectual Property Rights

 

1.  Licensee acknowledges that Know-How and Trademarks are the exclusive properties of Licensor
     , and shall not dispute them for any reason whatsoever.  Licensee shall not apply for or register any
     intellectual property rights in connection with Know-How and Trademarks.

2.  Licensee hereby agrees to advise Licensor immediately after Licensee becomes aware that any
     intellectual property rights in connection with Know-How or Trademarks are attacked or infringed
     upon by any third parties. In the case of aforesaid attack or infringement, Licensor shall deal with
     them at its sole cost and responsibility, and Licensee shall provide Licensor with necessary
     information and assistance required for Licensor’s defense proceedings.

3.  Licensor shall warrant that Know-How or Trademarks do not infringe upon any intellectual property
     rights of any third parties. In case of any claim of infringement or alleged infringement of intellectual
     property rights or any dispute thereof brought by third parties in relation to Know-How or Trademarks,
     Licensor shall be liable for, indemnify and hold Licensee harmless from all claims, loses, expenses,
     damages, litigations and/or reasonable attorneys’ fees including, but not limited to, suits or claims
     for damages therefor and take appropriate steps of defense against the claims or disputes at its own
     cost, and Licensee shall provide Licensor with necessary information and assistance required for
     Licensor’s defense proceedings.

 

 

Article 17. Confidential Information

 

1.  Neither Licensor nor Licensee shall disclose to third parties any information, which is confidential
    and proprietary in nature of the other party, acquired through this Agreement (hereinafter called
    “Confidential Information”). Confidential Information includes, but not limited to, trade secrets,
    know-how, inventions, techniques, processes, programs, schematics, data, customer lists, financial
    information, and sales and marketing plans.  The parties hereto agree that Confidential Information
    shall not be disclosed to any third parties and not be used, modified, copied, adapted for any purpose
    whatsoever other than the purposes specified in this Agreement without the written consent of the
    disclosing party.  Notwithstanding the above, neither Licensor nor Licensee shall have any obligation
    to keep confidential with respect to Confidential Information that:

 

     (1) is rightfully obtained or will be obtained from a third party under no obligation of
           confidentiality; or

     (2) is independently developed by the receiving party without Confidential Information; or

     (3) is already known to or possessed by the receiving party prior to the disclosure of
          Confidential Information; or

     (4) is already a public domain prior to the disclosure of Confidential Information; or

     (5) becomes a public domain through no fault of the receiving party.

 

2.  Notwithstanding the provisions in this Article, neither Licensor nor Licensee shall have any obligation
     to keep confidential if (a) Confidential Information is disclosed for the purpose of obtaining the
     professional advice from attorneys, tax accountants, certified public accountants, judicial scriveners,
     administrative scriveners, patent attorneys or certified social insurance labor consultants who have
     an obligation of confidentiality by law or non-disclosure agreement or (b) Confidential Information is
     disclosed legally by the receiving party subject to the demand of government, governmental agency,
     court or law.

3.  If the receiving party　discloses　Confidential　Information subject to the demand of government,
     governmental agency, court or law, the receiving party shall use its best efforts to notify the disclosing
     party of such demand or requirement prior to the disclosure so that the disclosing party may seek an
    appropriate protective order or take lawful actions to avoid and/or minimize such disclosure.

4.  Licensor and Licensee shall exercise the sole and proper control and supervision over any of their
     employees and hereby assume full liability and responsibility of all obligations in connection with
      each party’s employees and any activity of such employees in connection with the terms in this
      Article.

 

 

Article 18. Duration

 

1.  Notwithstanding the signing date of this Agreement, the term of this Agreement shall be two (2) years
    on and after Effective Date.  Thereafter, this Agreement shall be extended automatically for successive
    periods of one (1) year each unless either party gives the other party notice of non-extension in writing
   at least thirty (30) days prior to the expiration of the initial term or any extended term
   of this Agreement.

2.  In the event of expiration of this Agreement, the parties hereto shall have no claim against the other
    party for the loss of goodwill or future profit.

 

 

Article 19. Termination

 

Either party may, without prejudice to any other rights or remedies, terminate this Agreement, in whole or in part, by giving a written notice to the other party with immediate effect, if any of the following events should occur:

 

(1) if the other party breaches or fails to perform any provision of this Agreement and such breach
     or default continues for more than thirty (30) days after the receipt of a written notice specifying
     the breach or default;

(2) if any proceeding for provisional disposition, provisional attachment or attachment, dishonor of
      bill, suspension of bank transaction, attachment for delinquent tax, execution, insolvency,
      bankruptcy, civil rehabilitation, reorganization, dissolution or liquidation is instituted by or
      against the other party;

(3) if the other party is merged, consolidated or sells all or substantially all of its assets;

(4)  if any substantial change in management or control of the other party is implemented;

(5)  if the other party ceases or threatens to cease to carry on business or disposes of whole
      or any substantial part of its undertaking or its assets;

　

 

Article 20. Effect of Termination or Expiration

 

If this Agreement is terminated or expires, the parties hereto shall comply with the followings:

 

(1) Licensee shall forthwith discontinue the use of Know-How  and Trademarks without any
     condition or consideration and return or dispose of the same pursuant to the direction of
     Licensor. 

(2)The breaching/defaulting party shall return or dispose of Confidential Information provided
     from the other party and shall not make further use of any information thereof.

 

 

Article 21. Offset

 

Licensee shall be entitled to offset any receivables and payables it has against Licensor, whether they are incurred under this Agreement or not. 

 

 

Article 22. Damages and Injunctive Relief

 

1.  If Licensee is damaged due to Licensor’s breach or default of any provision of this Agreement or
    by the termination specified in Article 19, Licensee may claim Licensor damages thereof.

2.  Licensor acknowledges that Licensee shall be entitled to injunctive relief against Licensor,
     if Licensor breaches any of its obligations hereunder.

 

 

Article 23. Survival

 

This Article, the terms defined in this Agreement and the following Articles and Paragraphs shall survive the termination or expiration hereof.

 

(1) Article 4 (Setup Fee and Royalties), Article 5 (Payment of Setup Fee and Fixed Royalty) and
     Article 6 (Payment of Running Royalty and Minimum Royalty) Provided, however,
     that Article 4, 5 and 6 shall become invalid immediately after Licensee completed the payment
     of all outstanding Setup Fee, Fixed  Royalty, Running Royalty and Minimum Royalty.

(2) Article 7 (Withholding Tax)

(3) Article 8 (Overdue Interest)

(4) Paragraph 2 of Article 11 (Use of Trademarks)

(5) Article 13 (Improvements)

(6) Paragraph 2 of Article 14 (Subcontract of Manufacture of Products)

(7) Paragraph 2 and 3 of Article 15 (Disclaimer of Liability)

(8) Article 16 (Intellectual Property Rights)

(9) Article 17 (Confidential Information)

(10) Paragraph 2 of Article 18 (Duration)

(11) Article 20 (Effect of Termination or Expiration)

(12) Article 21 (Offset)

(13) Article 22 (Damages and Injunctive Relief)

(14) Article 28 (Arbitration)

(15) Article 29 (Governing Law)

 

 

Article 24. Severability

 

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal or invalid
 the remaining provisions hereof shall remain effect.

 

 

Article 25. Assignment

 

Neither whole of this Agreement nor any part hereof shall be assignable by either party hereto without other party’s prior written consent. In the event of such assignment, the assigning party shall remain liable to the other party and shall not be relieved of any obligation under this Agreement.

 

 

Article 26. Waiver

 

Failure by either party to require performance by the other party or to claim a breach of any provision of this Agreement shall in no manner be deemed to be a waiver of such provision or right on any other occasion.

 

 

Article 27.  Force Majeure

 

Neither party hereto shall be liable for any delay or failure to perform any of its obligations hereunder if such delay or failure is due to fire, flood, earthquake, epidemic, pandemic, unusually severe weather, strike, act of God or public enemy, public disorder, restriction by civil or military authority in their sovereign or contractual capacities, transportation failure or any other cause beyond the reasonable control of the parties.

 

 

Article 28.  Arbitration　

 

All disputes, controversies or differences that may arise between the parties hereto, out of or in relation to or in connection with this Agreement or the breach hereof which have not been settled by mutual consultation, shall be finally settled by the arbitration of a panel of three (3) arbitrators.  The place of arbitration shall be the city where the  respondent has its headquarters.  Each party shall appoint one (1) arbitrator respectively and then the two (2) arbitrators appointed shall appoint the third arbitrator. The award to be rendered shall be final and binding upon the parties hereto. Judgment upon such award may be entered in any court having jurisdiction thereof.

 

 

Article 29. Governing Law

 

This Agreement shall be governed and construed in accordance with the laws  to be chosen by the arbitrators specified in the foregoing Article in the case of arbitration.

 

 

Article 30. Entire Agreement

 

This Agreement constitutes the entire and only agreement between the parties hereto and supersedes all previous negotiations, agreements and communications with respect hereto, and shall not be released, discharged, changed or modified in any manner, except by instruments signed by duly authorized officers or representatives of each of the parties hereto.

 

 

IN WITNESS WHEREOF, the parties hereto have caused their authorized representatives to execute this Agreement on the _______ day of December, 2021.

 

 

Japan LLC

 

 

By:                                            

Name:  Miyako NINTEI                         

Title:     President

 

 

 

 

Korea Corporation

 

By:                                           

Name:   Yu PHONJYU

Title:      CEO