Attached files
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| 8-K - FORM 8-K - Charlie's Holdings, Inc. | truu912015.htm |
Exhibit 10.1
DISNEY CONSUMER PRODUCTS, INC. (“Disney”)
500 S. Buena Vista St., Burbank, CA 91521 and
TRUE DRINKS HOLDINGS, INC. (“Licensee”)
18552 MacArthur Blvd Suite 325, Irvine, CA 92612
DATED: April 1, 2015
STANDARD TERMS AND CONDITIONS
These standard terms and conditions (the “Standard Terms and Conditions”) are hereby incorporated by reference into one (1) or more Schedules between Disney and Licensee as though set forth in full. A License Agreement shall consist of (i) the Standard Terms and Conditions, (ii) the Reference Packet, and (iii) a Schedule and its Attachment(s). All capitalized terms are defined in the Standard Terms and Conditions or in the applicable Schedule. Disney and Licensee agree as follows:
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SCHEDULE TO LICENSE AGREEMENT BETWEEN
DISNEY CONSUMER PRODUCTS, INC. (“Disney”)
500 S. Buena Vista St., Burbank, CA 91521
and
TRUE DRINKS HOLDINGS, INC. (“Licensee”)
18552 MacArthur Blvd Suite 325, Irvine, CA 92612
DATED: April 1, 2015
Contract Number: 1331717477
Short Title: Flavored Water
This schedule is agreed to by Disney and Licensee regarding the Licensed Products and Properties identified below (“Schedule”). Incorporated by reference as though set forth in full are (i) the Attachments, and (ii) the Standard Terms and Conditions dated as of April 1, 2015 (including the Reference Packet). The Schedule, the Attachments, and the Standard Terms and Conditions, together constitute a license agreement (“License Agreement”) between the Parties. In the event of any conflict between the Schedule and the Standard Terms and Conditions, the terms of the Schedule shall prevail. All capitalized terms are defined in the Standard Terms and Conditions or in the Schedule. For convenience, the Parties may, but are not required to, refer to the License Agreement by the Short Title referenced above, if any. The Parties agree as follows:
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A.
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Effective Date of Term:April 1, 2015
End Date of Term: March 31, 2017
Sell-Off Period (if granted): Ninety (90) days
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B.
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Territory:
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The United States, United States military bases wherever located, and United States territories and possessions, including Puerto Rico.
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C.
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Properties included in Licensed Material (see “Intellectual Property Notices and Special Provisions Attachment” to the Schedule):
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1.
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BIG HERO 6
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2.
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CAPTAIN JAKE AND THE NEVER LAND PIRATES
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3.
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CARS and CARS 2
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4.
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DISNEY PRINCESS
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5.
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DISNEY STANDARD CHARACTERS
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6.
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DOC MCSTUFFINS
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7.
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FROZEN
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8.
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THE LION GUARD
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9.
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MICKEY MOUSE CLUBHOUSE (including Minnie’s Bow-tique artwork and Preschool Minnie branding, as may be designated by Disney)
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10.
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MILES FROM TOMORROWLAND
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11.
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PLANES
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12.
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PLANES: FIRE & RESCUE
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13.
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SOFIA THE FIRST
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14.
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TOY STORY, TOY STORY 2 and TOY STORY 3
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15.
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WINNIE THE POOH
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D.
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Product Categories and Licensed Products:
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Product Category: Food
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Licensed Products:
1. Flavored/functional waters, as approved in writing in advance by Disney.
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E.
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Authorized Customers and Distribution Channels:
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1. For Licensee’s wholesale sales: Licensee is authorized to sell Licensed Products only to Authorized Customers within the following Distribution Channels in the Territory for resale to the public in the Territory:
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(1)
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Value discount stores (such as Family Dollar and Dollar General stores, but not retail stores that are primarily liquidation outlets such as 99 Cent Stores)
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(2)
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Off-price specialty stores (such as TJ Maxx and Ross)
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(3)
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Mass market stores (such as Kmart, Target and Wal-Mart)
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(4)
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Mid-tier stores (such as Kohl’s, Sears and JCP)
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(5)
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Specialty stores
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(6)
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Big box specialty stores (such as Best Buy, Toys ‘R Us, and Bed, Bath and Beyond)
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(7)
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Membership clubs (such as Sam’s Club, Costco and BJ’s)
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(8)
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Convenience stores
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(9)
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Supermarkets
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(10)
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Drug store chains
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(11)
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Catalogs, subject to Disney’s prior written approval
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(12)
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Etailers, subject to Disney’s prior written approval
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(13)
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Wholesalers for resale to the Authorized Customers within the foregoing Distribution Channels
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Licensee is prohibited from selling Licensed Products to unauthorized Retailers, Etailers, Catalogs or Wholesalers. If there is a question as to whether a particular customer falls within any of the Distribution Channels specified above, Disney’s determination shall be binding.
2. For Consumer Sales Transactions: Not authorized.
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F.
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Royalty Rate(s):
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1. Landed/In Sales: Five percent (5%)
2. FOB/Out Sales: Seven percent (7%)
3. FOB/Out Sales through Wholesalers (if applicable): An additional four percent (4%) shall be added to the Royalty Rates for all FOB/Out Sales through Wholesalers, if authorized.
4. Incremental Royalty Rate if Talent’s Name or In-Character Likeness is Used: None.
G. Guarantee(s):
Period: April 1, 2015 – March 31, 2016
Amount: $200,070.00
Payable: $50,017.50, upon Licensee’s signing of the License Agreement, with any remaining balance at the end of the applicable Guarantee period to be paid at that time pursuant to Section 4.2 of the Standard Terms and Conditions.
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Period: April 1, 2016 – March 31, 2017
Amount: $250,800 .00
Payable: $62,700.00, no later than April 1, 2016, with any remaining balance at the end of the applicable Guarantee period to be paid at that time pursuant to Section 4.2 of the Standard Terms and Conditions.
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H.
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Product Development Date: Ninety (90) days from the Effective Date of the Term.
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I.
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On-Shelf Date:
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1. No later than six (6) months after the Effective Date of the Term.
2. With respect to Properties with a theatrical, direct-to-DVD, television, or comparable release date, the On-Shelf Date shall be no earlier than six (6) weeks prior to such release date, unless otherwise directed by Disney.
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J.
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Common Marketing Fund (CMF) Contribution:
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Licensee’s CMF Contribution for this Schedule is one percent (1%) of Licensee’s Sales for the Territory. As set forth in Section 4.1.6 of the Standard Terms and Conditions, on or before the twenty-fifth (25th) day after each Royalty Payment Period, Licensee shall pay the CMF Contribution shown to be due as calculated on Licensee’s Royalty Statement.
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K.
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Promotion Commitment:
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1. Licensee agrees to spend no less than $367,500.00 during the first calendar year of the Term (April 1, 2015 – March 31, 2016) to promote the sale of the Licensed Products.
2. Licensee agrees to spend no less than $452,500.00 during the second calendar year of the Term (April 1, 2016 – March 31, 2017) to promote the sale of the Licensed Products.
L. License Administration Fee: None
M. Number of Samples: Twelve (12) of each SKU of each Licensed Product.
N. Notices:
If to Licensee:
True Drinks Holdings, Inc.
18552 MacArthur Blvd Suite 325
Irvine, CA 92612
Attn: Mr. Lance Leonard, President/CEO
Email: lance.leonard@truedrinks.com
If to Disney:
Disney Consumer Products, Inc.
500 South Buena Vista Street
Burbank, California 91521-8651
Attn: Manager, Contract Services
Email: dcp.legalnotices@disney.com
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With a copy to:
The Walt Disney Company
500 South Buena Vista Street
Burbank, California 91521
Attn: Corporate Legal, Disney Consumer Products
O. Other:
1. Letter of Credit
Licensee agrees to increase its current irrevocable letter of credit from the amount of $133,000.00 to the amount of $209,000.00 and to extend the expiration date thereof to no earlier than August 31, 2017.
Such irrevocable letter of credit shall secure payment of Licensee’s obligations hereunder and under any other prior, concurrent or subsequent agreement between the Parties (in addition to any and all separate letters of credit that may be in place regarding such agreement(s)), in all respects satisfactory to Disney. In the event of one (1) or more partial draws on such letter of credit, Licensee agrees to restore it to the original amount within fifteen (15) days after the partial draw(s). Disney shall only draw down on the letter of credit required hereunder in the event Licensee fails to timely pay one (1) or more monetary obligations secured by the letter of credit; in the case of a default in the payment of Royalties, if there also has been a failure to provide the Royalty Statement required under Section 4.1.6 of the Standard Terms and Conditions, Disney shall estimate a reasonable amount of Royalties (determined in Disney’s absolute discretion) and Disney may draw down on the letter of credit in that amount. In the case of a letter of credit that is auto-renewable on a yearly basis, if Disney receives a notice of non-renewal, and Licensee fails to provide evidence to Disney that it has replaced the letter of credit at least fifteen (15) business days prior to cancellation, Disney may draw down on the letter of credit in the full amount (a) for unpaid Royalties, (b) for Guarantee balances that may become due as a result of termination, or (c) for other amounts currently due from Licensee under a License Agreement, and any and all amounts that would become due for Licensee in the event a License Agreement was terminated (based on reasonable projections where necessary).
The Parties, by their duly authorized representatives, have executed and delivered the License Agreement as of the date first written above.
DISNEY CONSUMER PRODUCTS, INC.
By: _________________________________________
Name: _______________________________________
Title: ________________________________________
Date: ________________________________________
TRUE DRINKS HOLDINGS, INC.
By: _________________________________________
Name: _______________________________________
Title: ________________________________________
Date: ________________________________________
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INTELLECTUAL PROPERTY NOTICES AND SPECIAL PROVISIONS ATTACHMENT
Licensee agrees to comply with the most current Style Guide for all Properties posted on disneyconsumerproducts.com or as otherwise provided by Disney.
1. Characters from the animated motion picture BIG HERO 6, but only such characters and depictions of such characters, and accompanying artwork, designs and/or other elements, as may be designated by Disney in a Style Guide(s) or otherwise.
Intellectual property notice: © Disney
2. Characters from the animated television series CAPTAIN JAKE AND THE NEVER LAND PIRATES (formerly known as JAKE AND THE NEVER LAND PIRATES), but only such characters and depictions of such characters, and accompanying artwork, designs, and/or other elements, as may be designated by Disney in a Style Guide(s) or otherwise.
Intellectual property notice: © Disney
3. Characters from the animated motion pictures DISNEY/PIXAR CARS, DISNEY●PIXAR CARS 2, and the animated motion picture shorts released as DISNEY●PIXAR CARS TOONS (the “CARS Property(ies)”), but only such characters and depictions of such characters, and accompanying artwork, designs, and/or other elements, as may be designated by Disney in a Style Guide(s) or otherwise.
Appendix A: Please see “Appendix A – Cars Properties Provisions” attached hereto for intellectual property notices and special provisions.
4. Characters from the DISNEY PRINCESS franchise and the underlying films (i.e., Aladdin, Beauty and the Beast, Brave, Cinderella, The Little Mermaid, Mulan, Pocahontas, The Princess and the Frog, Sleeping Beauty, Snow White and the Seven Dwarfs and Tangled), but only such characters and depictions of such characters, and accompanying artwork, designs, and/or other elements, as may be designated by Disney in a Style Guide(s) or otherwise.
Intellectual property notice: © Disney
5. Characters from the DISNEY STANDARD CHARACTERS franchise (i.e., MICKEY MOUSE, MINNIE MOUSE, DONALD DUCK, DAISY DUCK, PLUTO and GOOFY) and related secondary characters (i.e., BEAGLE BOYS, PEG LEG PETE, CLARABELLE COW, HORACE HORSECOLLAR, UNCLE SCROOGE, HUEY, DEWEY, LOUIE, LUDWIG VON DRAKE, CHIP ‘N DALE, THREE LITTLE PIGS and BIG BAD WOLF), but only such characters and depictions of such characters, and accompanying artwork, designs, and/or other elements, as may be designated by Disney in a Style Guide(s) or otherwise. [This Property does not include the Mickey Mouse Clubhouse property.]
(a) Intellectual property notice: © Disney
(b) Special provisions:
In addition to the information requested pursuant to the Reference Packet, Section II.D, all Licensed Products that utilize: (i) only the Minnie Mouse character; or (ii) the Minnie Mouse character with Daisy; must be reported under the code specifically designated by Disney for Minnie Mouse (“MME”). Licensed Products utilizing Minnie Mouse as indicated above should NOT be reported under the code for Disney Standard Characters (“STD”). Licensed Products that include Minnie Mouse and any other Disney Standard Character(s) (other than Daisy) should be reported under the code designated for Disney Standard Characters (“STD”).
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6. Characters from the animated television series DOC MCSTUFFINS, but only such characters and depictions of such characters, and accompanying artwork, designs and/or other elements, as may be designated by Disney in a Style Guide(s) or otherwise.
Intellectual property notice: © Disney
7. Characters from the animated motion picture FROZEN, but only such characters and depictions of such characters, and accompanying artwork, designs and/or other elements, as may be designated by Disney in a Style Guide(s) or otherwise.
Intellectual property notice: © Disney
8. Characters from the animated television series tentatively entitled THE LION GUARD, but only such characters and depictions of such characters, and accompanying artwork, designs and/or other elements, as may be designated by Disney in a Style Guide(s) or otherwise.
(a) Intellectual property notice: © Disney
(b) Special provisions:
Licensee and Disney recognize that the Property is presently under development, and certain special provisions may need to be added to this Schedule, and/or certain provisions hereof may need to be revised, based on the specific terms and conditions as may be applicable to the Property when determined. Said provisions will not change any of the business terms set forth on this Schedule. Licensee and Disney hereby agree to the addition of such special provisions to this Schedule, to be automatically incorporated herein by written notice from Disney to Licensee.
9. Characters from the animated television series DISNEY MICKEY MOUSE CLUBHOUSE, but only depictions of such characters, and accompanying artwork, designs, and/or other elements, as may be designated by Disney in a Style Guide(s) or otherwise.
(a) Intellectual property notice: © Disney
(b) Special provisions:
In addition to the information requested pursuant to the Reference Packet, Section II.D, all Licensed Products that utilize: (i) only the Minnie Mouse character in a computer generated style; or (ii) the Minnie Mouse character with Daisy or another specifically designated character from the Property in a computer generated style; must be reported under the code specifically designated by Disney for Minnie Mouse in the computer generated style (“MBT”). Licensed Products utilizing Minnie Mouse as indicated above should NOT be reported under the code designated for Mickey Mouse Clubhouse (“MCH”). Licensed Products that include Minnie Mouse and any other Mickey Mouse Clubhouse character(s) (other than Daisy or another specifically designated character from the Property) should be reported under the code designated for Mickey Mouse Clubhouse (“MCH”).
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10. Characters from the animated television series MILES FROM TOMORROWLAND (also known as MILES FROM TOMORROW in certain territories), but only such characters and depictions of such characters, and accompanying artwork, designs and/or other elements, as may be designated by Disney in a Style Guide(s) or otherwise.
Intellectual property notice: © Disney
11. Characters from the animated motion picture DISNEY PLANES, but only such characters and depictions of such characters, and accompanying artwork, designs and/or other elements, as may be designated by Disney in a Style Guide(s) or otherwise.
Intellectual property notice: © Disney
12. Characters from the animated motion picture DISNEY PLANES: FIRE & RESCUE, but only such characters and depictions of such characters, and accompanying artwork, designs and/or other elements, as may be designated by Disney in a Style Guide(s) or otherwise.
Intellectual property notice: © Disney
13. Characters from the animated television series SOFIA THE FIRST, but only such characters and depictions of such characters, and accompanying artwork, designs and/or other elements, as may be designated by Disney in a Style Guide(s) or otherwise.
Intellectual property notice: © Disney
14. Characters from the animated motion pictures DISNEY TOY STORY (e.g., BUZZ LIGHTYEAR, WOODY, HAMM, REX, BO PEEP, LITTLE GREEN MEN (aliens), GREEN ARMY MEN, SID AND HIS MUTANT TOYS, MR. SPELL, RC CAR and ROCKY GIBRALTAR), DISNEY/PIXAR TOY STORY 2 (e.g., JESSIE, BULLSEYE, PROSPECTOR, WHEEZY, ZURG, and AL, and certain of the above-mentioned characters from TOY STORY (i.e., BUZZ LIGHTYEAR)), and DISNEY●PIXAR TOY STORY 3, and the animated motion picture short form content DISNEY●PIXAR TOY STORY TOONS, TOY STORY OF TERROR, and TOY STORY THAT TIME FORGOT but only depictions of such characters, and accompanying artwork, designs, and/or other elements, as may be designated by Disney in a Style Guide(s) or otherwise.
(a) Intellectual property notice: © Disney/Pixar
(b) Special provisions:
(i) For Licensed Products using the TOY STORY Properties, in addition to the information requested pursuant to the Reference Packet, Section II.D, Licensee must separately report sales of Licensed Products using the Slinky® Dog character depicted in a 3D manner and/or any depictions of the Mr. Potato Head and Mrs. Potato Head characters and/or the Ken and Barbie characters.
(ii) For all Licensed Products, packaging and advertising materials, and other matter that includes depictions of the following characters, the following additional notices must be included, provided, however, Licensee may only use such characters on products licensed hereunder and as designated in a Style Guide for the respective TOY STORY Property:
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A. For any materials including the Slinky® Dog character:
Slinky® Dog is a registered trademark of POOF-Slinky, LLC. © POOF-Slinky, LLC
If there are space limitations, the short-form notice is:
Slinky® Dog. © POOF-Slinky, LLC
B. For any materials including the Mr. Potato Head and/or Mrs. Potato Head characters:
(1) For any materials including the Mr. Potato Head character only:
MR. POTATO HEAD is a trademark of Hasbro used with permission. © Hasbro. All Rights Reserved.
(2) For any materials including the Mrs. Potato Head character only:
MRS. POTATO HEAD is a trademark of Hasbro used with permission. © Hasbro. All Rights Reserved.
(3) For any materials including both the Mr. Potato Head and Mrs. Potato Head characters:
MR. POTATO HEAD & MRS. POTATO HEAD are trademarks of Hasbro used with permission. © Hasbro. All Rights Reserved.
C. For any materials including the Ken and/or Barbie characters:
Mattel toys used with permission. © Mattel, Inc. All Rights Reserved.
15. Characters from the WINNIE THE POOH franchise (i.e., WINNIE THE POOH, CHRISTOPHER ROBIN, PIGLET, RABBIT, EEYORE, TIGGER, OWL, GOPHER, KANGA and ROO), but only such characters and depictions of such characters, and accompanying artwork, designs, and/or other elements, as may be designated by Disney in a Style Guide(s) or otherwise. [This Property does not include the Classic Pooh or the My Friends Tigger and Pooh properties.]
(a) Intellectual property notice: © Disney
(b) Special provisions:
For Licensed Products using the WINNIE THE POOH Property, without limiting provisions of Section 7.2 of the Standard Terms and Conditions, Licensee agrees to include where reasonably practicable on the Licensed Products, or the packaging for the Licensed Products, or the hang tags for the Licensed Products (if applicable), the following language: Based on the “Winnie the Pooh” works by A.A. Milne and E.H. Shepard.
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APPENDIX A – CARS PROPERTIES PROVISIONS
1. Intellectual property notice: © Disney/Pixar
(a) When using the applicable CARS Properties characters or backgrounds identified below (if licensed hereunder), in addition to the © Disney/Pixar notice, Licensee agrees to include the following long form trademark and/or copyright notices on Licensed Products and any PA Materials bearing artwork from the applicable CARS Properties character(s) or background(s). However, where it is impracticable to use the long form notice because space is extremely limited (e.g., on a hang tag or neck label), Licensee agrees to use the appropriate short form notices identified in the chart below:
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Character Name
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Long Form Legal Notice
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Short Form Notice
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Restrictions
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Acer
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AMC and Pacer are trademarks of Chrysler LLC.
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Pacer™
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Akiko (from CARS TOONS Tokyo Mater)
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No use in connection with beverages, apparel, stationery products, or related products.
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Alberto
(Francesco fan)
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FIAT is a trademark of FIAT S.p.A.
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FIAT™
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Only character’s first name is approved. Any last name will need to be approved.
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Alex Carvill (WGP security van)
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FIAT is a trademark of FIAT S.p.A.
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FIAT™
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Alex Vandel
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The trademarks OPEL and ZAFIRA are registered trademarks of Opel Eisenach GmbH/GM UK Ltd.
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OPEL and ZAFIRA are registered TM of Opel Eisenach or affiliates.
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Alfredo (Italian ambulance)
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IVECO is a trademark of IVECO SpA
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IVECO®
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No use of the medical symbol alone/disembodied from the ambulance.
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Alloy Hemberger
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The trademarks OPEL and CORSA are registered trademarks of Opel Eisenach GmbH/GM UK Ltd.
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OPEL and CORSA are registered TM of Opel Eisenach or affiliates.
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Amy Allenbolt (London police car)
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Mondeo is a trademark of Ford Motor Company.
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Mondeo™
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Antonio Veloce Eccellente
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Maserati logos and model designations are trademarks of Maserati S.p.A. and are used under license.
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Maserati™
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No use of “Ferrari Racing Team” or “Foreign Circuit Italian Division.”
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Austin Littleton (Nigel’s crew chief)
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If “Mini” or “Cooper” is visible, then use:
MINI/COOPER is a trademark of BMW AG.
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If “Mini” or “Cooper” is visible, then use:
MINI™, COOPER™
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Banshee (from Pixar Short, Mater and the Ghostlight)
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No use of “Banshee” apart from use on truck character. This is NOT a character name.
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Becky Wheelin
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MINI is a trademark of BMW AG.
If “Cooper” is also visible, then use:
MINI/COOPER is a trademark of BMW AG.
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MINI™
If “Cooper” is also visible, then use:
MINI™, COOPER™
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Benny “The Butcher” Pacer
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AMC and Pacer are trademarks of Chrysler LLC.
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Pacer™
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Big Bentley
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Bentley is a trademark of Bentley Motors Limited.
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Bentley™
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Character Name
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Long Form Legal Notice
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Short Form Notice
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Restrictions
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Big D (from CARS TOONS Mater P.I.)
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No use in connection with beverages.
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Bindo
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Maserati logos and model designations are trademarks of Maserati S.p.A. and are used under license.
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Maserati™
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Black Hawk (from CARS TOONS Air Mater)
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No use in connection with toys.
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Blue Hawk (from CARS TOONS Air Mater)
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No use in connection with radio-controlled model aircraft or for golf-related products.
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Bob Cutlass
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No personal care items for adults.
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Bob Moter (Carla Veloso’s other race fan)
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The trademarks OPEL and CORSA are registered trademarks of Opel Eisenach GmbH/GM UK Ltd.
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OPEL and CORSA are registered TM of Opel Eisenach or affiliates.
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Bozz (from CARS TOONS Tokyo Mater)
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No use in connection with cosmetics, scooters, electronics, or related products.
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Brent Mustangburger (from CARS 2 and CARS TOONS
RS 500 ½)
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Mustang is a trademark of Ford Motor Company.
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Mustang™
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If “RSN” is shown side of car, then the words “Racing Sports Network” must also be included.
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Cadillac Range background
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Background inspired by the Cadillac Ranch by Ant Farm (Lord, Michels and Marquez) © 1974. [Note: must be the same size as “©Disney/
Pixar” notice]
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Car-Car dancers
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Mazda Miata is a trademark of Mazda Motor Corporation.
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Mazda Miata™
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Carateka
(background Japan cube)
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No use on or in connection with arcade or video/console games.
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Carlo Maserati
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Maserati logos and model designations are trademarks of Maserati S.p.A. and are used under license.
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Maserati™
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Cartney Brakin (Lightning McQueen’s Superfan)
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If “ Hudson Hornet ” is visible, then use:
Hudson Hornet is a trademark of Chrysler LLC.
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If “ Hudson Hornet ” is visible, then use:
Hudson Hornet™
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“Lightning McQueen” should always be used as a unitary mark. “McQueen” may never be used alone.
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Cartney Carsper (Lightning McQueen’s other race fan)
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FIAT is a trademark of FIAT S.p.A.
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FIAT™
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Chauncy Fares (London taxi cab)
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©TM 2012 LTI LTD trading as the London Taxi Company.
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©TM 2012 LTI LTD
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Cho (from CARS TOONS Tokyo Mater)
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No use in connection with apparel, foods, or related products.
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Chris Horn (Raoul ÇaRoule’s race fan)
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BMW is a trademark of BMW AG.
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BMW™
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Christina Wheeland (Lightning McQueen’s fan)
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“Lightning McQueen” on flag should always be used as a unitary mark. “McQueen” may never be used alone.
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Character Name
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Long Form Legal Notice
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Short Form Notice
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Restrictions
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Corporal Josh Coolant
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Land Rover is a trademark of Land Rover.
If “Range Rover” is also visible, then use:
Range Rover and Land Rover are trademarks of Land Rover.
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Land Rover™
If “Range Rover” is also visible, then use:
Range Rover™,
Land Rover™
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Costanzo Della Corsa
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Maserati logos and model designations are trademarks of Maserati S.p.A. and are used under license.
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Maserati™
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No use of “Ferrari Racing Team” or “Foreign Circuit Italian Division.”
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Crash Katana (from CARS TOONS Tokyo Mater)
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No use in connection with motorcycles or automobile wheels/tires.
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Cruz Besouro (Carla’s crew chief)
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Volkswagen trademarks, design patents and copyrights are used with the approval of the owner Volkswagen AG.
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©Volkswagen AG
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Darrell Cartrip
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Monte Carlo is a trademark of General Motors.
Darrell Waltrip marks used by permission of Darrell Waltrip Motor Sports.
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Monte Carlo™
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Dave Muffler
|
FIAT is a trademark of FIAT S.p.A.
|
FIAT™
|
|
|
Denise Beam (Carla Veloso’s race fan; background character)
|
No use of the term “D. Ream” in connection with musical performances or recorded music.
|
||
|
Dex (from CARS TOONS Heavy Metal Mater)
|
Cadillac Coupe DeVille is a trademark of General Motors.
|
Cadillac™
|
|
|
Doc Hudson aka “Hud”
|
Hudson Hornet is a trademark of Chrysler LLC.
|
Hudson Hornet™
|
For Doc Hudson: no use in connection with jewelry, watches, cosmetics or personal care products.
For Hud: No use in connection with apparel, sporting goods, and related toys (e.g., those closely related to skating, scooters and skateboards).
|
|
Don Crumlin
|
AMC and Gremlin are trademarks of Chrysler LLC.
|
Gremlin™
|
|
|
Doug Speedcheck (London police car)
|
Mondeo is a trademark of Ford Motor Company.
|
Mondeo™
|
|
|
Dusty Rust-eze
|
Dodge is a trademark of Chrysler LLC.
|
Dodge®
|
|
|
Easter Buggy (from Easter-themed CARS book)
|
Volkswagen trademarks, design patents and copyrights are used with the approval of the owner Volkswagen AG.
|
©Volkswagen AG
|
|
|
En-Jin (from CARS TOONS Tokyo Mater)
|
No use in connection with apparel.
|
||
|
Fabrizio
|
No use of “Namir” name. Note: Licensee must contact the category manager prior to commencing development on Licensed Products with this character.
|
-33-
|
Character Name
|
Long Form Legal Notice
|
Short Form Notice
|
Restrictions
|
|
Ferrari F430 and/or Ferrari Elements (from CARS 1 not CARS 2)
|
With regards to uses of Ferrari in connection with CARS 1 (not CARS 2):
Ferrari Elements produced under license of Ferrari S.p.A. FERRARI, the PRANCING HORSE device, all associated logos and distinctive designs are property of Ferrari S.p.A. The body designs of the Ferrari cars are protected as Ferrari property under design, trademark and trade dress regulations.
|
With regards to uses of Ferrari in connection with CARS 1
(not CARS 2):
Ferrari®
|
No use of Ferrari in connection with: (i) any CARS 2 programs, or (ii) any CARS umbrella programs that contain any CARS 2 elements or characters.
With regards to uses of Ferrari in connection with CARS 1 (not CARS 2):
No use in connection with food, promotional premiums, wireless or internet games.
Ferrari elements must be used with either the F430, Antonio Veloce Eccellente, Costanzo Della Corsa, Luigi or Guido character, and may never be used alone.
The Ferrari F430 character and Ferrari posters may be used in Softlines, Hardlines, Toys, Interactive and in Publishing only.
No use of “Ferrari Racing Team” or “Foreign Circuit Italian Division.”
|
|
Fillmore
|
Volkswagen trademarks, design patents and copyrights are used with the approval of the owner Volkswagen AG.
|
©Volkswagen AG
|
Fillmore must include the “VW in a circle” logo in front and may not include any other variation of the VW logo (e.g., peace sign within the circle).
|
|
Flash (Swedish racer)
|
Character name available for use in U.S. only.
|
||
|
Flick
|
Volkswagen trademarks, design patents and copyrights are used with the approval of the owner Volkswagen AG.
|
©Volkswagen AG
|
|
|
Flo
|
No use in connection with jewelry, cosmetics or personal care products. Flo’s approved character bio must be used in its entirety, and “MOTORAMA” may not be used outside of that context. “Flo’s V8 Café” may not be used in connection with restaurants, food or beverages.
|
||
|
Franca
|
FIAT is a trademark of FIAT S.p.A.
|
FIAT™
|
|
|
Francesca
|
FIAT is a trademark of FIAT S.p.A.
|
FIAT™
|
|
|
Francesco Bernoulli
(#1 racer)
|
No use in connection with watches.
|
||
|
Frank Clutchenson
(Francesco’s race fan)
|
FIAT is a trademark of FIAT S.p.A.
|
FIAT™
|
|
|
Fred Pacer
|
AMC and Pacer aretrademarks of Chrysler LLC.
|
Pacer™
|
-34-
|
Character Name
|
Long Form Legal Notice
|
Short Form Notice
|
Restrictions
|
|
Frosty Winterbumper (Australian racer)
|
Character name available for use in U.S. only.
|
||
|
Gearett Taylor
|
Range Rover and Land Rover are trademarks of Land Rover.
|
Range Rover™,
|
Gearett Taylor
|
|
Geisha Miki (from CARS TOONS Tokyo Mater)
|
No use in connection with apparel, beverages, foods, personal care products, greeting cards, software, bags, dolls, glasses, or related products.
|
||
|
Geisha Miku (from CARS TOONS Tokyo Mater)
|
No use in connection with apparel, beverages, foods, personal care products, greeting cards, or related products.
|
||
|
Geisha Mochi (from CARS TOONS Tokyo Mater)
|
No use in connection with apparel, beverages, foods, personal care products, greeting cards, games, journals, bags, stationery products, toys, or related products.
|
||
|
Gil
|
PETERBILT and PACCAR trademarks licensed by PACCAR INC, Bellevue, Washington, U.S.A.
|
Peterbilt®
|
|
|
Green Hawk (from CARS TOONS Air Mater)
|
No use in connection with radio-controlled model aircraft or for golf-related products.
|
||
|
Grem
|
AMC and Gremlin are trademarks of Chrysler LLC.
|
Gremlin™
|
No use in connection with skateboards.
|
|
Guido with Ferrari Materials (from CARS 1 only)
|
With regards to uses of Ferrari in connection with CARS 1 (not CARS 2):
Ferrari Elements produced under license of Ferrari S.p.A. FERRARI, the PRANCING HORSE device, all associated logos and distinctive designs are property of Ferrari S.p.A. The body designs of the Ferrari cars are protected as Ferrari property under design, trademark and trade dress regulations.
|
With regards to uses of Ferrari in connection with CARS 1 (not CARS 2):
Ferrari®
|
With regards to uses of Ferrari in connection with CARS 1 (not CARS 2):
See Ferrari restrictions if Ferrari elements are used with Guido.
|
|
Guido (from CARS 2)
|
No publishing or merchandise use of Guido with Ferrari flags/ logos in connection with: (i) any CARS 2 programs, or (ii) any CARS umbrella programs that contain any CARS 2 elements or characters.
|
||
|
Hamachi (from CARS TOONS Tokyo Mater)
|
No use in connection with software or related products.
|
||
|
Hana (from CARS TOONS Tokyo Mater)
|
No use in connection with beverages, foods, stationery products, apparel, toys, electronics, or related products.
|
-35-
|
Character Name
|
Long Form Legal Notice
|
Short Form Notice
|
Restrictions
|
|
Harumi (from CARS 2 and/or CARS TOONS Tokyo Mater)
|
No use except in connection with toys and die-cast cars.
|
||
|
Hiro (from CARS TOONS Tokyo Mater)
|
No use in connection with beverages, golf equipment, computer hardware, food, personal care products, apparel, photographic prints, or related products.
|
||
|
Hudson Hornet Piston Cup
|
Hudson Hornet is a trademark of Chrysler LLC.
|
Hudson Hornet™
|
|
|
Ichiban (from CARS TOONS Tokyo Mater)
|
No use in connection with apparel, bags, sporting equipment, balls, toys, housewares, foods, beverages, diapers, towels, or related products.
|
||
|
Ichigo (Import Groupie C)
|
No use of name in connection with apparel, toys (except die cast vehicles), games, electronics, decorations, or related products.
|
||
|
Impala XIII (from CARS TOONS Moon Mater)
|
Chevrolet Impala is a trademark of General Motors.
|
Chevrolet™
|
|
|
Italian police car (Polizia)
|
FIAT is a trademark of FIAT S.p.A.
|
FIAT™
|
|
|
Italian rescue helicopter (unnamed background character)
|
No use of the medical symbol alone/disembodied from the rescue helicopter.
|
||
|
J. Curby Gremlin
|
AMC and Gremlin are trademarks of Chrysler LLC.
|
Gremlin™
|
|
|
Japanese police car
|
Majesta is a trademark of Toyota.
|
Majesta™
|
|
|
Jeff Gorvette
(#24 racer)
|
Corvette is a trademark of General Motors.
|
Corvette™
|
Products using the “Jeff Gorvette” character with the number “24” and/or the “Jeff Gorvette” signature may not be sold at any NASCAR tracks or events, including parking lots and other areas customarily used to conduct and support an event at the race track. Also, no publishing or merchandise use of any stylized “24” except as it appears on the Jeff Gorvette character.
|
|
Jeremy Latchsky (background cameraman)
|
BMW is a trademark of BMW AG.
|
BMW™
|
|
|
Jerry Recycled Batteries
|
PETERBILT and PACCAR trademarks licensed by PACCAR INC, Bellevue, Washington, U.S.A.
|
Peterbilt®
|
|
|
Josh Haullander
|
Ape is a trademark of Piaggio.
|
Ape™
|
|
|
Jumpstart J. Ward (knighting spectator)
|
No use in connection with health, fitness and wellness programs and activities for groups or individuals.
|
-36-
|
Character Name
|
Long Form Legal Notice
|
Short Form Notice
|
Restrictions
|
|
Kaa Reesu (from CARS TOONS Tokyo Mater)
|
No use in connection with jewelry.
|
||
|
Kabuto (from CARS 2 and/or CARS TOONS Tokyo Mater)
|
No use in connection with helmets, glasses, visors, goggles, sunglasses, musical instruments, or related products.
No use of “MACH” model name in connection with this character.
|
||
|
Kenworth Truck(s) (from CARS TOONS Heavy Metal Mater)
|
KENWORTH and PACCAR trademarks licensed by PACCAR INC, Bellevue, Washington, U.S.A.
|
Kenworth®
|
|
|
Kiku (from CARS TOONS Tokyo Mater)
|
No use in connection with foods, beverages, personal care products, tools, glasses, or related products.
|
||
|
Kimberly Rims
|
Mazda Miata is a trademark of Mazda Motor Corporation.
|
Mazda Miata™
|
|
|
Kohana (from CARS TOONS Tokyo Mater)
|
No use in connection with beverages, apparel, or related products.
|
||
|
Komodo (from CARS TOONS Tokyo Mater)
|
No use in connection with consumer electronics, motorcycle/bicycle related equipment, leather goods, apparel, athletic equipment, furniture, computers, software, foods, or related products.
|
||
|
Koochi-Ku (from CARS TOONS Tokyo Mater)
|
No use in connection with apparel, games, electronics, books, purses, software, toys, stationery products, or related products.
|
||
|
Kuro (from CARS TOONS Tokyo Mater)
|
No use in connection with electronics, vinegar, beverages, or related products.
|
||
|
Laverne (from CARS TOONS Mater P.I.)
|
“Laverne and the Mariachi Pitties” must be used in its entirety. The name “Laverne” may not be used by itself.
|
||
|
Lee Racé (scientist with beaker)
|
Peugeot is a trademark of Peugeot.
|
Peugeot™
|
|
|
Lewis Hamilton
|
No use of “LH”.
“Lewis Hamilton” name and signature may only be used when character is alone and NOT with other characters. Note: Character (without name and signature) may be used with other characters.
|
||
|
Lightning McQueen
(from CARS and/or Mater’s Tall Tales CARS TOONS series)
|
“Lightning McQueen” should always be used as a unitary mark. “McQueen” may never be used alone.
|
-37-
|
Character Name
|
Long Form Legal Notice
|
Short Form Notice
|
Restrictions
|
|
Lightning McQueen (from CARS 2 and/or Tales from Radiator Springs CARS TOONS series)
|
If “Hudson Hornet” is visible, then use:
Hudson Hornet is a trademark of Chrysler LLC.
If “Sarge’s Surplus Hut” sticker is identifiable, then use:
“Sarge’s rank insignia design used with the approval of the U.S. Army”
|
If “Hudson Hornet” is visible, then use:
Hudson Hornet™
|
“Lightning McQueen” should always be used as a unitary mark. “McQueen” may never be used alone.
If “Sarge’s Surplus Hut” sticker is identifiable, character may not be used in connection with any sweepstakes, lottery, game of chance or any similar promotional sales device, scheme, or program.
|
|
Lightyear Blimp
|
Blimp character should not be called anything other than Lightyear Blimp.
|
||
|
Lizzie
|
Model T is a trademark of Ford Motor Company.
|
Model T™
|
|
|
Long Ge (Chinese racer)
|
Character’s name in Chinese characters must always be accompanied by the name “LONG GE” and may not be used alone.
|
||
|
Lug (from CARS TOONS Mater the Greater)
|
No use in connection with laptop, cell phone carrying cases, and travel bags.
|
||
|
Lug Nut (from CARS TOONS Mater the Greater)
|
No use in connection with clothing or conducting automobile racing events.
|
||
|
Luigi with Ferrari Materials (from CARS 1 only)
|
With regards to uses of Ferrari in connection with CARS 1 (not CARS 2):
FIAT is a trademark of FIAT S.p.A. and Ferrari Elements produced under license of Ferrari S.p.A. FERRARI, the PRANCING HORSE device, all associated logos and distinctive designs are property of Ferrari S.p.A. The body designs of the Ferrari cars are protected as Ferrari property under design, trademark and trade dress regulations.
|
With regards to uses of Ferrari in connection with CARS 1
(not CARS 2):
FIAT™; Ferrari®
|
With regards to uses of Ferrari in connection with CARS 1 (not CARS 2):
See Ferrari restrictions if Ferrari elements are used with Luigi.
No use in connection with frozen desserts.
|
|
Luigi (from
CARS 1 without the Ferrari Materials, CARS 2)
|
FIAT is a trademark of FIAT S.p.A.
|
FIAT™
|
No use in connection with frozen desserts.
No publishing or merchandise use of Luigi with Ferrari flags/ logos in connection with: (i) any CARS 2 programs, or (ii) any CARS umbrella programs that contain any CARS 2 elements or characters.
|
-38-
|
Character Name
|
Long Form Legal Notice
|
Short Form Notice
|
Restrictions
|
|
Mack (from CARS 1, CARS 2; Mack does not appear in CARS TOONS)
|
Mack is a trademark of Mack Trucks, Inc.
|
Mack™
|
May not be used in connection with cosmetics or personal care products.
May ONLY be used in connection with paper towels, facial tissues, diapers, pull-ups, baby wipes, apparel, accessories, toys, home furnishings, gifts, stationery, novelty/promotional items, sporting goods, food, interactive products (including wireless and internet games) and publications.
|
|
Maguro (from CARS TOONS Tokyo Mater)
|
No use in connection with fishing equipment, toys, or related products.
|
||
|
Mama Bernoulli
|
No use in connection with watches.
|
||
|
Mama Topolino
|
Topolino is a trademark of FIAT S.p.A.
|
Topolino™
|
|
|
Manji (from CARS TOONS Tokyo Mater)
|
No use in connection with foods, games, puzzles, or related products.
|
||
|
Manny Roadriguez
|
Mondeo is a trademark of Ford Motor Company.
|
Mondeo™
|
|
|
Mario
|
Fairlane is a trademark of Ford Motor Company. Mario Andretti marks used by permission of Mario Andretti.
|
Fairlane™
|
|
|
Mark Wheelsen (London police car)
|
Ford and Mondeo are trademarks of Ford Motor Company.
|
Mondeo™
|
|
|
Mary Esgocar (casino vendor)
|
Peugeot is a trademark of Peugeot.
|
Peugeot™
|
|
|
Maserati fountain
|
Maserati logos and model designations are trademarks of Maserati S.p.A. and are used under license.
|
Maserati ™
|
|
|
Maurice Wheelks
|
Land Rover is a trademark of Land Rover.
|
Land Rover™
|
Use approved character bio only.
|
|
Mel Dorado
|
El Dorado is a trademark of General Motors.
|
El Dorado™
|
|
|
Meredith (from CARS-TOONS Time Travel Mater)
|
Model T is a trademark of Ford Motor Company.
|
Model T™
|
|
|
Mia / Tia
|
Mazda Miata is a trademark of Mazda Motor Corporation.
|
Mazda Miata™
|
|
|
Mike Lorengine
|
Range Rover and Land Rover are trademarks of Land Rover.
|
Range Rover™,
Land Rover™
|
|
|
Military Truck
|
Land Rover is a trademark of Land Rover.
If “Range Rover” is also visible, then use:
Range Rover and Land Rover are trademarks of Land Rover.
|
Land Rover™
If “Range Rover” is also visible, then use:
Range Rover™, Land Rover™
|
-39-
|
Character Name
|
Long Form Legal Notice
|
Short Form Notice
|
Restrictions
|
|
Nate Stanchion (Allinol scientist)
|
MINI is a trademark of BMW AG.
If “Cooper” is also visible, then use:
MINI/COOPER is a trademark of BMW AG.
|
MINI™
If “Cooper” is also visible, then use:
MINI™, COOPER™
|
|
|
Niji (from CARS TOONS Tokyo Mater)
|
No use in connection with glasses, stationery products, or related products.
|
||
|
Nurse GTO (from CARSTOONS Rescue Squad Mater)
|
Pontiac GTO is a trademark of General Motors.
|
Pontiac™
|
|
|
Padre (from CARS TOONS El Materdor)
|
No use in connection with baseball.
|
||
|
Patty Wagon (from CARS TOONS Time Travel Mater)
|
Model T is a trademark of Ford Motor Company.
|
Model T™
|
No use in connection with any sort of restaurant services.
|
|
Peter (from CARS TOONS Time Travel Mater)
|
Model T is a trademark of Ford Motor Company.
|
Model T™
|
|
|
Petey Pacer
|
AMC and Pacer are trademarks of Chrysler LLC.
|
Pacer™
|
|
|
Petro Cartalina (Miguel Camino’s crew chief)
|
The trademarks OPEL and CORSA are registered trademarks of Opel Eisenach GmbH/GM UK Ltd.
|
OPEL and CORSA are registered TM of Opel Eisenach or affiliates.
|
|
|
Pipes Freewheelin (Max Schnell’s race fan
|
MINI is a trademark of BMW AG.
If “Cooper” is also visible, then use:
MINI/COOPER is a trademark of BMW AG.
|
MINI™
If “Cooper” is also visible, then use:
MINI™, COOPER™
|
|
|
Professor Z
|
This character should only be called “Professor Z” (no other iteration of this character’s name is approved).
|
||
|
Ramone
|
Chevrolet Impala is a trademark of General Motors.
|
Chevrolet™
|
No use in connection with jewelry or watches.
|
|
Rasta Mater (from CARS TOONS Monster Truck Mater)
|
No use in connection with hair and skin-care products, sunglasses, or beverages.
|
||
|
Red
|
May not be referred to as “Big Red Car” or “Big Red.”
|
||
|
RIP Clutchgoneski (#10 racer)
|
No publishing or merchandise use of term “F6000 Racer” (use of revised description “Formula 6000 Racer” is OK)
|
||
|
Roger Hackney (London taxi cab)
|
©TM 2012 LTI LTD trading as the London Taxi Company.
|
©TM 2012 LTI LTD
|
|
|
Rusty Rust-eze
|
Dodge is a trademark of Chrysler LLC.
|
Dodge®
|
|
|
Sal Machiani
|
Ape is a trademark of Piaggio.
|
Ape™
|
-40-
|
Character Name
|
Long Form Legal Notice
|
Short Form Notice
|
Restrictions
|
|
Sally
|
Porsche is a trademark of Porsche.
|
Porsche™
|
No use in connection with electronic games (including computer and video games).
No use of the name “Sally Carrera” in connection with merchandise.
No new uses of Sally beyond CARS, CARS 2 and the 3 CARS TOONS shorts in which she already appears.
|
|
Sancho (from CARS TOONS El Materdor)
|
No use in connection with footwear.
|
||
|
Sarge
|
Jeep® and the Jeep® grille design are registered trademarks of Chrysler LLC.
If Sarge’s badge is used, add: “Sarge’s rank insignia design used with the approval of the U.S. Army”
|
Jeep®
|
No use of the sergeant major rank insignia in connection with any sweepstakes, lottery, game of chance or any similar promotional sales device, scheme, or program.
|
|
Scott Motorse
|
BMW is a trademark of BMW AG.
|
BMW™
|
|
|
Scott Spark (London police car)
|
Mondeo is a trademark of Ford Motor Company.
|
Mondeo™
|
|
|
Sgt. Highgear (Queen’s guard)
|
Land Rover is a trademark of Land Rover.
|
Land Rover™
|
|
|
Sheriff
|
Mercury is a trademark of Ford Motor Company.
|
Mercury™
|
|
|
Shifty Sidewinder (Baja Bug) (from CARS TOONS Radiator Springs 500 1/2)
|
Volkswagen trademarks, design patents and copyrights are used with the approval of the owner Volkswagen AG.
|
©Volkswagen AG
|
|
|
Sir Boot Berry (Buckingham Palace dignitary)
|
Range Rover and Land Rover are trademarks of Land Rover.
|
Range Rover™,
Land Rover™
|
|
|
Sir Harley Gassup
|
Tatra is a trademark of TATRA, a.s.
|
Tatra™
|
|
|
Siren Carbarini (London police car)
|
Mondeo is a trademark of Ford Motor Company.
|
Mondeo™
|
|
|
Snot Rod
|
No wagon toys or related toys.
|
||
|
Stefan Gremsky
|
AMC and Gremlin are trademarks of Chrysler LLC.
|
Gremlin™
|
|
|
Strip Weathers (The King)
|
Plymouth Superbird is a trademark of Chrysler LLC. Petty marks used by permission of Petty Marketing LLC.
|
Plymouth Superbird™,
Petty ™
|
|
|
Suki (Import Groupie A) (from CARS 2 and/or CARS TOONS Tokyo Mater)
|
No use of name in connection with personal care products, jewelry, apparel, glasses, dolls, beverages, foods, or related products.
|
||
|
Sweeper (from CARS TOONS Tokyo Mater)
|
No use in connection with balls, music recordings, apparel, or related products.
|
-41-
|
Character Name
|
Long Form Legal Notice
|
Short Form Notice
|
Restrictions
|
|
Taia Decotura (“Tire Talky” truck)
|
If Francesco Bernoulli’s name appears on side of truck, please see entry for “Francesco Bernoulli” and note watches restriction.
|
||
|
Teki (from CARS TOONS Tokyo Mater)
|
No use in connection with beverages.
|
||
|
Tex
|
Cadillac Coupe DeVille is a trademark of General Motors.
|
Cadillac™
|
|
|
T.J. (Boot Camp Hummer Character)
|
H-1 Hummer is a trademark of General Motors.
|
Hummer™
|
The “Boot-Camp” Hummer may be used but the “Governator” Hummer may not be used.
|
|
Tokyo Cop (from CARS TOONS Tokyo Mater)
|
No use in connection with electronics, games, video games, or related products.
|
||
|
Tony Trihull
|
No merchandise use. Limited/background use in publishing products only.
|
||
|
Towin’ Eoin (WGP tow truck)
|
IVECO is a trademark of IVECO SpA
|
IVECO®
|
|
|
Trike Feldman (street vendor pitty)
|
Ape is a trademark of Piaggio.
|
Ape™
|
|
|
Tubbs Pacer
|
AMC and Pacer are trademarks of Chrysler LLC.
|
Pacer™
|
|
|
Tyler Gremlin
|
AMC and Gremlin are trademarks of Chrysler LLC.
|
Gremlin™
|
|
|
Uncle Topolino
|
Topolino is a trademark of FIAT S.p.A.
|
Topolino™
|
|
|
Uncle Topolino’s Band
|
Topolino is a trademark of FIAT S.p.A.
|
Topolino™
|
|
|
Victor H.
|
This character should only be called “Victor H.” (no other iteration of this character’s name is approved for use).
|
||
|
VW flying Bug (Vroomaroundus Bugus) (from Pixar short, Mater and the Ghostlight)
|
Volkswagen trademarks, design patents and copyrights are used with the approval of the owner Volkswagen AG.
|
©Volkswagen AG
|
|
|
Wingo
|
Not available for use in conjunction with computer games.
|
||
|
Yojimbo (from CARS TOONS Tokyo Mater)
|
Only if approved design used; no use in connection with software, books, magazines, or related products.
|
||
|
Yum Yum (from CARS TOONS Tokyo Mater)
|
No use in connection with foods, beverages, apparel, personal care products, dishes, or related products.
|
The chart above represents known third-party legal notices and character product restrictions to date. For the avoidance of doubt, references to products in the “Restrictions” column above do not constitute or imply a license with respect to any Product Categories that are not specifically licensed under the License Agreement. Additional notices and restrictions may be added as they become known. For Licensed Products and PA Materials using the CARS Properties, as applicable, Licensee is responsible for checking the most up-to-date Style Guide (including Legal pages) on the DisneyConsumerProducts.com website.
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(b) Where multiple and varying characters are used in a product line, and it is impracticable to separately apply copyright and/or trademark notices, it would be preferable to use the following long form general IP notice on Licensed Products and PA Materials:
“Disney/Pixar elements © Disney/Pixar; rights in underlying vehicles are the property of the following third parties, as applicable: Bentley is a trademark of Bentley Motors Limited; BMW and MINI are trademarks of BMW AG; AMC, Dodge, Gremlin, Hudson Hornet, Pacer, and Plymouth Superbird are trademarks of Chrysler LLC; Jeep® and the Jeep® grille design are registered trademarks of Chrysler LLC; Darrell Waltrip marks used by permission of Darrell Waltrip Motor Sports; FIAT, Panda and Topolino are trademarks of FIAT S.p.A.; Fairlane, Ford, Mercury, Model T, Mondeo and Mustang are trademarks of Ford Motor Company; Cadillac Coupe DeVille, Chevrolet, Chevrolet Impala, Corvette, El Dorado, H-1 Hummer, Monte Carlo, and Pontiac GTO are trademarks of General Motors; IVECO is a trademark of IVECO SpA; Range Rover and Land Rover are trademarks of Land Rover; ©TM 2012 LTI LTD trading as the London Taxi Company; Mack is a trademark of Mack Trucks, Inc.; Maserati logos and model designations are trademarks of Maserati S.p.A. and are used under license; Mazda Miata is a trademark of Mazda Motor Corporation; The trademarks OPEL, VAUXHALL, ASTRA, CORSA, MERIVA and ZAFIRA are registered trademarks of Opel Eisenach GmbH/GM UK Ltd; PETERBILT and PACCAR trademarks licensed by PACCAR INC, Bellevue, Washington, U.S.A.; KENWORTH and PACCAR trademarks licensed by PACCAR INC, Bellevue, Washington, U.S.A.; Petty marks used by permission of Petty Marketing LLC; Peugeot is a trademark of Peugeot; Ape is a trademark of Piaggio; Carrera and Porsche are trademarks of Porsche; Tatra is a trademark of TATRA, a.s.; Majesta is a trademark of Toyota; Sarge’s rank insignia design used with the approval of the U.S. Army; Volkswagen trademarks, design patents and copyrights are used with the approval of the owner Volkswagen AG; Background inspired by the Cadillac Ranch by Ant Farm (Lord, Michels and Marquez) © 1974.”
(c) Where multiple and varying characters are used in a product line, where it is impracticable to separately apply copyright and/or trademark notices, and where space limitations prevent the inclusion of the long form general IP notice above, use the following short form general IP notice on Licensed Products and PA Materials:
“© Disney/Pixar; rights in underlying vehicles are the property of third parties, as applicable: AMC™; Ape™; Bentley™; BMW™; Cadillac™; Carrera™; Chevrolet™; Corvette™; Dodge®; El Dorado™; Fairlane™; FIAT™; Gremlin™; Hudson Hornet™; Hummer™; IVECO®; Jeep®; Kenworth®; Land Rover™;©TM 2012 LTI LTD; Mack™; Majesta™; Maserati™; Mazda Miata™; Mercury™; MINI™; Model T™; Ford, Mondeo™; Monte Carlo™; Mustang™; Pacer™; Panda™; OPEL, VAUXHALL, ASTRA, CORSA, MERIVA and ZAFIRA are registered TM of Opel Eisenach or affiliates; Peterbilt®; Petty™; Peugeot™; Plymouth Superbird™; Pontiac™; Porsche™; Range Rover™; Tatra™; Topolino™; ©Volkswagen AG.”
2. Special provisions:
With respect to Licensed Products using the CARS Properties, Licensee is responsible for checking the most up-to-date Style Guide (including Legal pages) on the DisneyConsumerProducts.com website. Currently, the requirements include the following:
(a) The applicable CARS Property title logo also must be accompanied by, and in close proximity to, both character artwork and the branding Disney●Pixar on all advertising and promotional material, and all packaging, including hang tags (if applicable), unless otherwise directed during the approval process.
(b) Character names may not be used alone on product. If character names are used, they must always appear with character art and the film logo, accompanied by the branding set forth above.
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DISNEY CONSUMER PRODUCTS, INC.
500 South Buena Vista Street
Burbank, California 91521
POS Information Letter
April 1, 2015
True Drinks Holdings, Inc.
18552 MacArthur Blvd Suite 325
Irvine, CA 92612
Attn: Mr. Lance Leonard, President/CEO
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Re:
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Point of Sale Information Regarding Products Licensed by Disney Consumer Products, Inc. (“Disney”)
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Dear Mr. Leonard:
When signed by you and us, copies of this letter may be shown to your retail customers to confirm that Disney is entitled to obtain the following POS Information by directly accessing the point of sale data collection systems of such retail customers:
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UPC/EAN and SKU numbers
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Retail sales (including quantities sold by dollar, unit volume and sales date)
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Retail sell-through
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Inventory levels
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Orders
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Other reasonably related information
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The POS Information obtained by Disney will be kept confidential in that it will not be identified outside of Disney as raw data specific to you or your retail customers.
This letter will be effective for so long as any license agreement remains in effect between us.
Thank you.
Sincerely,
DISNEY CONSUMER PRODUCTS, INC.
AGREED:
TRUE DRINKS HOLDINGS, INC.
By: _________________________________________
Name: _______________________________________
Title: ________________________________________
Date: ________________________________________
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Disney Consumer Products, Inc.
REFERENCE PACKET
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TABLE OF CONTENTS
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I.
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New Media Protocols
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II.
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Addresses for All Payments and Royalty Statements
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III.
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Product Approval Provisions
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IV.
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Product Integrity Provisions
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V.
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ILS Program
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Permitted Sourcing Countries
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Code of Conduct for Manufacturers
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Facility and Merchandise Authorization Application Instructions
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Facility and Merchandise Authorization Application (FAMA Application)
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VI.
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Insurance Provisions
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VII.
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E-Waste Provisions
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VIII.
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Copyright Agreement
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IX.
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Computer System Security and Remote Access Requirements
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I. New Media Protocols
These New Media Protocols (the “Protocols”), along with any applicable Disney license agreement, govern your use or display of any names, trademarks, copyrights, brands, logos, properties, fanciful characters and/or any other intellectual property of Disney (collectively, the “Disney Materials”), to advertise, promote or sell Disney Products via any digital or interactive medium (including websites, social media platforms, applications, mobile operating systems and other online media now known or hereafter devised (collectively, the “New Media Platforms”). The Protocols do not supersede the provisions of any Disney license agreement or applicable law, rule or regulation. Compliance with applicable laws, rules and regulations is always required. 1 For purposes of the Protocols, “Disney” means Disney and its affiliates, licensors or assignees. “Disney Products” means any product produced by or on behalf of Disney or produced under a Disney license.
A. General Obligations
You shall not, without the prior written approval of Disney, nor may you permit others to:
· Use, post or upload any text, pictures, photographs, video, audio, artwork, film or television clips, trailers or any other content which contains or references Disney Materials. Approval, if granted, is limited to display of the content and not any other purpose, including but not limited to, reproduction of, or creating derivative works based on, any Disney Materials.
· Purport to speak, tweet, blog or otherwise communicate on behalf of or impersonate any character, employee, officer or director of Disney.
· Commingle Disney characters and icons with non-Disney characters and icons.
· Position any New Media Platform as owned, operated or endorsed by Disney. Any approved use of Disney Materials must contain a content balance so that the consumer knows it is not a New Media Platform operated by Disney. However, referencing or linking to a New Media Platform operated by Disney (e.g., a Disney website) or creating a Disney section (with Disney’s approval) within a website or webpage is permitted, provided it otherwise complies with the Protocols.
· Use Disney Materials as a sole means to drive traffic to a New Media Platform, other than to sell the Disney Products that are being advertised.
· Use the Disney Materials or advertise Disney-licensed consumer products on any website that (i) encourages or commits infringement of intellectual property rights, or (ii) is identified to you in writing by Disney from time to time (the “Restricted Sites”). Disney may identify the Restricted Sites and/or best practices for placing advertisements on websites (e.g., utilizing ad safety
1 One set of guidelines to be aware of, among others, is the U.S. Federal Trade Commission’s “Guides Concerning the Use of Endorsements and Testimonials in Advertising” effective December 2009 (the “FTC Guides”). The FTC Guides generally require the clear and prominent disclosure of compensation or other benefits received from a company when an individual or entity reviews or otherwise comments on that company’s products or services in blogs, websites, social networking sites or other media. The FTC Guides require that statements will be accurate and not misleading. The FTC Guides are intended to promote accuracy and help consumers evaluate the credibility of commentary. The FTC Guides contain notification requirements that may apply. Further information about the FTC Guides can be found on the Federal Trade Commission’s website at www.FTC.gov.
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software) (the “Best Practices”) to you either directly or through the disneyconsumerproducts.com website (or its successor website, if any). Disney reserves the right to modify the list of Restricted Sites and/or Best Practices from time to time, and may provide such notice of changes to the list of Restricted Sites and Best Practices to you directly or through disneyconsumerproducts.com.
· Sell, or permit others to sell, non-Disney products or services together with Disney Products under a “Disney” brand heading
· Use Disney Materials to sell ad space or other advertising.
· Use or register names relating to Disney Materials in Uniform Resource Locators (URLs) or email addresses without prior written approval by Disney. However, you may use a URL containing a name related to Disney Materials without prior written approval if the name related to the Disney Materials appearsfollowingthebackslash(e.g., www.yourcompanyname.com/disneyprincess) on a site owned and operated by you and provided it otherwise complies with the Protocols (this permission does not extend to social media sites, e.g., Twitter, Facebook, Pinterest). Additionally, at the request of Disney, you shall immediately transfer to Disney any URLs or email addresses that contain names relating to the Disney Materials, whether such use or registration was authorized or unauthorized by Disney.
· Bid on or purchase keywords for paid search advertising that include or are based on the Disney Materials without prior written approval from Disney (e.g., Google AdWords, True View or Promoted Videos, ads on Facebook or similar advertising products on social media websites or otherwise online).
· Permit Disney Materials to appear on New Media Platforms offering or linking to alcohol, tobacco, firearms, pornographic or adult-themed material, gambling or drugs, or that otherwise impugn, detract from or disparage the goodwill of the Disney Materials.
· Use any Disney animation, moving image clip, trailer, video or music (including lyrics and song titles), audio/visual work, or any non-character Disney talent name, voice or likeness.
· Position Disney Products for sale on a “limited availability”, “last time available”, “two-for-the-price-of-one”, “free with purchase” basis, or by similar descriptions that may imply collectability or scarcity (except in cases of Disney-approved limited edition programs).
B. Additional Obligations for New Media Promotions
For purposes of the Protocols, a “New Media Promotion” means any publicizing, sponsoring or administering of a sweepstakes, contest, competition, promotion or other similar offering that may or may not involve a winner or a prize and which involves, in whole or in part, a Disney Product or any Disney branding, via any New Media Platform. With respect to New Media Promotions:
· As with all of your promotions, you are responsible for the lawful operation of your New Media Promotions, including the official rules, offer terms an eligibility requirements (e.g., age and residency restrictions), and compliance with regulations governing the promotion and all prizes offered in connection with the promotion (e.g., registration and obtaining necessary regulatory approvals). Disney’s approval of the official rules or promotional materials related to the New Media Promotion does not relieve you of any of the obligations in the Protocols or other requirements under law. You acknowledge that compliance with the Protocols does not constitute the lawfulness of a New Media Promotion.
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· You agree to comply with applicable terms and conditions of use, guidelines and policies for the New Media Platforms on which you conduct your New Media Promotion (e.g., Facebook’s Promotions Guidelines) and any review or approval provided by Disney is expressly conditioned upon your compliance.
· If a New Media Promotion contains an element that requires users to submit user generated content via any New Media Platform, you must moderate the user generated content according to Disney brand standards and the approval provisions of the applicable Disney license agreement.
· When applicable, you shall draft official rules for each New Media Promotion and submit them to Disney for review and written approval prior to the start date of such New Media Promotion. The official rules must include at least the following provisions: (1) if the New Media Promotion involves user generated content, a statement that each participant represents and warrants that participant has all rights to use and license all aspects of the user generated content and agrees to indemnify Disney, and other releasees identified by Disney, for all claims relating to copyright, trademark and right of publicity, (2) a statement that each participant grants you and Disney an unlimited, worldwide license to use the user generated content in perpetuity, in any and all media now known or hereinafter developed throughout the universe, and (3) a statement that each participant has no expectation of receiving compensation above that which may be awarded as a prize if participant is a winner of a New Media Promotion.
Additionally, you shall not publicize, sponsor or administer any New Media Promotion if:
· You are not able or willing to comply with the Protocols.
· To do so would require you to agree to terms and conditions of use or a similar agreement that would be inconsistent with any applicable Disney license agreement by which you are bound (including the Protocols) or otherwise put you in breach of any Disney license agreement.
· The New Media Promotion is open to individuals who are under the age of thirteen (13), unless: (1) all legal responsibilities of a minor (as defined by state or province of primary residence) will be assumed by a parent or legal guardian, (2) a minor winner’s prize is awarded to the parent or legal guardian for the benefit of the minor, (3) the appropriate type of parental consent is obtained (when required) and you otherwise comply with all applicable laws, rules and regulations related to minors, including but not limited to COPPA.
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· You create a New Media Promotion targeted primarily to minors, and such Internet Promotion involves a New Media Platform for which the minors do not meet the applicable minimum age required to participate on such New Media Platform.
· The New Media Promotion, any user generated content, or any prize involves any of the following product categories: alcohol, tobacco, firearms, pornographic or adult-themed material, gambling, drugs or any other category Disney deems impugns, detracts from or disparages the goodwill of the Disney Materials.
C. Promotional Materials Produced By You for Use by Disney
If you produce videos and/or other content (e.g., photographs), which contain any third-party content (in addition to the Disney Materials) and you furnish such content to Disney for its use on a New Media Platform, you agree that:
· You shall, at your sole expense, obtain all necessary approvals, permissions and/or licenses in connection with all aspects of videos and other content and (excluding Disney Materials approved by Disney), including but not limited to those required for use of: (1) any names, voices or likenesses, (2) any third party material, copyrighted or trademarked work, and (3) any musical compositions and musical recordings (e.g., from the appropriate music publisher or collection society, or from the applicable actor). Further, you represent and warrant that (a) the consent of no other person, firm, corporation, or labor organization is required to grant the license to Disney, (b) that use on the New Media Platform will not violate or infringe upon the trademark, service mark, trade dress, copyright, artistic, and/or other rights of any third parties, and (c) that you have obtained, at your expense, all necessary music permissions and that you are responsible for making any payments required in connection with the use of any music used in the videos.
D. Modifications
Disney may modify the Protocols from time to time. The most current version of the Protocols will be posted on disneyconsumerproducts.com (or its successor website, if any).
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II.
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Instructions for Transmitting All Payments and Royalty Statements
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A. All payments due by Licensee to Disney, including all Royalties and CMF Contributions, shall be made by wire transfer/ACH payment to:
JP Morgan Chase
300 South Grand Ave., 4th Floor Los Angeles, CA 90071
ABA Number: 021000021 SWIFT Code: CHASUS33
Beneficiary Account: Disney Consumer Products, Inc. Account Number: 496562120
Any payments made by check shall be subject to a processing fee as follows: One Hundred U.S. Dollars (US $100.00) for the first check received, Two Hundred U.S. Dollars (US $200.00) for the second check received, and Three Hundred U.S. Dollars (US $300.00) for each subsequent check received thereafter.
B. Disney may update payment instructions from time to time. Disney may provide notice of any such updates through the DCP Website.
C. Licensee’s Royalty Statements shall be electronically submitted to: Cp.intl.dfe.nam@disney.com
D. Royalty Statements will require such information as:
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Destination Country
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Character Code
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Disney Merchandise Code
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Disney Merchandise Description
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SKU Number
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Product Description
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Distribution Channel
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Units Sold
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Units Returned
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Royalty Rate
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Total Royalties
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Retailer
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UPC Number
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III.
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Product Approval Provisions
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Where applicable in a License Agreement, the determination of whether a Licensed Product or a component of a Licensed Product is a “food” item or a “non food” item shall be made in Disney’s absolute discretion. By way of example only, a Licensed Product or a component of a Licensed Product with an edible element (i.e., fit for human consumption and suitable to eat) would be considered a “food” item.
Licensee agrees to comply with (1) all directions from Disney, including, without limitation, those included in any Style Guide(s) for any Properties included in the Licensed Material, (2) the product approval process designated by Disney (including, if required, the OPA process), and (3) the following:
A. Concepts, Final Art Color and Sculpts. Before commercial production of any Licensed Product, Licensee shall submit for Disney’s review and approval (1) all concepts, preliminary and proposed final artwork, and 3-dimensional sculpts which are to appear on or in any SKU and/or Product Code of the Licensed Product and (2) if the Licensed Product or any component of a Licensed Product is a food item, a list of the proposed technical specifications of the (a) packaging or container for the Licensed Product and (b) edible food item of the Licensed Product, including, without limitation, any labeling statements (e.g., the proposed ingredient list, nutritional declaration, and product claims), ingredient sources, a nutritional analysis, quality and microbiological standards, packaging or container formats, attributes of the food item (e.g., taste, color, shape, and texture), and product claims. (The foregoing subclause (2) shall be referred to herein collectively as the “Product Technical Specifications”, and the foregoing subclauses (1) and (2) shall be referred to herein collectively as the “Concepts”.) All Licensed Products using any editorial must include character artwork. Any Concept(s) of any SKU and/or Product Code of a Licensed Product not approved by Disney through OPA or otherwise in writing shall be deemed disapproved and unlicensed and shall not be manufactured or sold. If approved, Licensee may proceed to the pre-production phase.
B. Pre-Production Samples. Licensee shall submit for Disney’s review and approval a rendering of a pre-production sample of each SKU and/or Product Code of each Licensed Product. If the Licensed Product or any component of a Licensed Product is a food item Licensee additionally shall submit with each pre-production sample of each SKU and/or Product Code of each Licensed Product analytical results and other appropriate evidence, including an independent nutritional analysis of the food item from a testing laboratory accredited under ISO/IEC 17025 (a “Qualified Laboratory”), substantiating that the food item, the ingredient list, the nutritional declaration, and any product claims (the “Descriptors”) comply with the Product Technical Specifications and applicable Laws (the foregoing shall be referred to herein collectively as the “Pre- Production Submissions”). Any pre-production sample of a SKU and/or Product Code of a Licensed Product not approved by Disney through OPA or otherwise in writing shall be deemed disapproved and unlicensed and shall not be manufactured or sold. If the pre- production sample of a SKU and/or Product Code and the Pre-Production Submission(s) are approved, Licensee may proceed to the production phase.
C. Production Samples. Before selling a Licensed Product to any customer, Licensee agrees to furnish to Disney, from the first production run of each supplier of each of the Licensed Products, the number of Samples specified on a Schedule, which shall conform to the approved Concepts, pre-production sample, and Pre-Production Submission(s). A Sample of any SKU and/or Product Code of a Licensed Product not approved by Disney, or its authorized representative, through OPA or otherwise in writing shall be deemed disapproved and unlicensed and shall not be manufactured or sold. No test runs, seconds or irregulars may be sold without Disney’s prior written
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approval and, unless approved for sale by Disney, Licensee must destroy all such test runs, seconds or irregulars. No modification of an approved production Sample shall be made without Disney’s prior written approval. If there is any change to the formulation, recipe or method of manufacture that materially affects a food item of a Licensed Product, then such change must be confirmed by Disney in writing, the Final Product Technical Specifications must be amended accordingly, and analytical results and other appropriate evidence (including an independent nutritional analysis of the food item from a Qualified Laboratory) confirming compliance with the amended Final Product Technical Specifications must be resubmitted to Disney.
D. PA Materials. Before any use, Licensee shall submit for Disney’s review and approval through OPA or otherwise in writing, all PA Materials, including any packaging, labels, hang tags, advertising (including without limitation, television advertising, public statements or messages, texts, tweets, blogs and/or SMS messages), press releases, containers, display materials, catalogs, website pages or references, and promotional materials. Licensee shall, at its sole expense, obtain all necessary approvals and clearances in connection with any advertising.
E. Marketing and Advertising Restrictions on Treats Licensed Products. Notwithstanding anything to the contrary in a License Agreement, with respect to food Licensed Products and components of food Licensed Products that are classified as “Treats” under the Nutritional Guidelines, Licensee shall not (1) market, promote or advertise the sale of such Licensed Product(s) through television or radio or (2) primarily direct any marketing, promotion or advertising for the sale of such Licensed Product(s) to children under eighteen (18) years of age in any medium.
F. Timing. Disney shall respond to all requests for approvals under a License Agreement as quickly as reasonably possible, with a goal of ten (10) to fifteen (15) business days. If Disney has not approved or disapproved a submission within that time period, the submission shall be deemed disapproved. To be valid, any approval must be granted by Disney through OPA or otherwise in writing. Disney may grant or deny any approvals in its absolute discretion.
Any SKU and/or Product Code of a Licensed Product, or any PA Materials, not approved by Disney through OPA or otherwise in writing shall be deemed disapproved and unlicensed, and any such SKU and/or Product Code of a Licensed Product shall not be manufactured or sold. Any approvals given by Disney under a License Agreement, whether creative or otherwise, shall not constitute or imply any opinion by Disney that the approved Licensed Product(s) or any components thereof or any PA Materials (1) comply with applicable Laws (including, without limitation, unfair competition laws) or (2) do not infringe the rights of any third party. Any approvals given by Disney do not supersede or otherwise limit Licensee’s indemnity obligations under a License Agreement. In addition, approvals given by Disney do not constitute (a) permission to produce Merchandise not expressly authorized pursuant to a fully-executed License Agreement with Disney or (b) an amendment to or modification of a License Agreement.
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IV.
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Product Integrity Provisions
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A. No Adulteration of Food Licensed Products and Animal Welfare. Licensee covenants that any food Licensed Product and/or food component of a Licensed Product introduced or delivered for introduction into commerce shall be safe for human consumption, prepared under sanitary conditions, not adulterated, and shall comply with all Laws governing the introduction or delivery for introduction into commerce of food products. Without limiting the foregoing, Licensee further covenants that, with respect to any Licensed Product made in whole or in part from meat or poultry, (1) the animals shall be handled, slaughtered, and processed using humane methods and under sanitary conditions in accordance with Laws and (2) during each calendar year during the Term, or more frequently upon Disney’s request, Licensee shall submit to Disney an animal welfare audit report of an independent, third party audit agency certified by the Professional Auditor Certification Organization or equivalent body, which measures the animals’ welfare against good management practices recommended by a national organization such as the American Meat Institute for pork, beef, lamb, or veal, the United Egg Producers for shell eggs, the National Turkey Federation for turkey products, or the National Chicken Council for broiler products.
B. Compliance with Laws, the Licensee Requirements, the Nutritional Guidelines or the Nutritional Guidelines for Children 6 to 36 Months of Age.
With regard to product quality and safety, Licensee covenants that each Licensed Product, and each component of each Licensed Product (1) shall be of good quality and free of defects in design, materials and workmanship, (2) shall comply with (a) Laws for the relevant country or countries of distribution and (b) all applicable “Licensee Requirements” set forth in the Product Guidelines (“PG’s”) for the relevant country or countries of distribution, and (3) shall conform to the Samples approved by Disney. To access the applicable PG’s and Licensee Requirements, which may be updated from time to time, log on to the DCP Website.
Without limiting the foregoing, with respect to non food Licensed Products and non food components of Licensed Products, Licensee covenants that all non food Licensed Products and all non food components of Licensed Products and their packaging shall comply with the U.S. Consumer Product Safety Act, the Consumer Product Safety Improvement Act of 2008 (Public Law No: 100-314), the Flammable Fabrics Act, the Hazardous Substances Act, all regulations and policies of the U.S. Consumer Product Safety Commission (the “CPSC”) and other governmental authorities, and all voluntary industry standards (including, without limitation, ASTM F963, Consumer Safety Specifications on Toy Safety), and shall be safe for children as required by Laws.
Without limiting the foregoing, with regard to product quality and safety for food Licensed Products and food components of Licensed Products, Licensee covenants that each Licensed Product, and each component of each Licensed Product (i) shall comply with Laws and the Nutritional Guidelines or the Nutritional Guidelines for Children 6 to 36 Months of Age, as applicable, for the respective country or countries of distribution and (ii) shall conform to the Samples approved by Disney. The Nutritional Guidelines or the Nutritional Guidelines for Children 6 to 36 Months of Age, which may be updated from time to time, are posted on the DCP Website under “Food, Health & Beauty Product Development and Quality Management.” In the event Licensee reasonably believes that the manufacture of any food Licensed Product in accordance with the Nutritional Guidelines or the Nutritional Guidelines for Children 6 to 36 Months of Age may result in the introduction and delivery into commerce of a Licensed Product which is not safe
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for human consumption or otherwise not in compliance with Laws, then Licensee shall notify Disney in writing prior to commencing production of such Licensed Product.
If a food Licensed Product or food component of a Licensed Product is of a perishable nature, Licensee agrees not to ship such Licensed Product to any customer if the expiration date on such Licensed Product is within fifteen (15) days after Licensee’s ship date, and in any event, Licensee shall not ship Licensed Products after the expiration date on such Licensed Products.
C. Testing of Non Food Licensed Products. The provisions of this Section IV.C apply to non food Licensed Products and/or non food components of Licensed Products:
1. Both before and after Licensee puts Licensed Products on the market, Licensee shall follow reasonable and proper procedures for testing that Licensed Products comply with Laws and the Licensee Requirements, including, without limitation, using accredited independent third-party testing agencies designated or otherwise approved by Disney, and providing passing testing reports to Disney as described more fully in Section IV.C.2 below. Licensee also shall permit Disney's designees to inspect testing and quality control records and procedures, and to test the Licensed Products for compliance with Laws and Licensee Requirements; however, Disney shall not be required to conduct any such testing. Licensee agrees to promptly reimburse Disney for the actual costs of such testing if the Licensed Product does not pass the test. Licensee also shall give due consideration to any recommendations by Disney that Licensed Products exceed the requirements of Laws or Licensee Requirements; provided, however, that, as between Licensee and Disney, Licensee is responsible for compliance by the Licensed Products with all Laws and Licensee Requirements. Licensed Products not manufactured or packaged in accordance with Laws and Licensee Requirements shall be deemed unapproved, even if previously approved by Disney, and shall not be shipped unless and until they have been brought into full compliance.
2. Prior to the shipment of any Licensed Products, Licensee shall submit passing test reports to Disney for such Licensed Products for all countries of distribution. Licensee need not generally re-submit passing test reports for subsequent shipments of the same Licensed Products from the same production runs to the same countries of distribution. However, Licensee must re-test and submit new passing test reports if there are changes in the production run of any SKU (including, without limitation, any change in materials, components, manufacturing processes or manufacturing facilities), the countries of distribution, or if any significant time elapses between production runs of the same Licensed Product. Licensee’s test reports must include (a) Licensee’s name, (b) Licensed Product name, (c) Licensed Product number (e.g., SKU, UPC, style number), (d) a digital photo of the Licensed Product, and (e) a list of the applicable Laws, Licensee Requirements, and any other relevant standards against which the Licensed Products were tested. Licensee shall submit all such test reports directly through OPA.
D. Testing of Food Licensed Products. Without limitation to Sections III.B and III.C above, both before and after Licensee introduces or delivers for introduction food Licensed Products into commerce, Licensee shall follow reasonable and proper procedures for testing the Licensed Products to ensure that each food Licensed Product complies with applicable Laws, the Final Product Technical Specifications, and the Nutritional Guidelines (or the Nutritional Guidelines for Children 6 to 36 Months of Age if applicable), including, without limitation, using outside testing agencies designated by Disney, and providing testing reports to Disney as requested. Without limitation to Section V below, Licensee shall permit Disney, or its authorized representative, to (1) inspect each Facility for the food Licensed Products not less than once in each twelve
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(12) month period, (2) inspect testing, manufacturing, and quality control records and procedures for the Licensed Products, and (3) test the Licensed Products for compliance with food safety and other applicable Laws, the Final Product Technical Specifications and the Nutritional Guidelines (or the Nutritional Guidelines for Children 6 to 36 Months of Age, if applicable); provided, however, that Disney shall not be required to conduct any such testing. Licensee agrees to promptly reimburse Disney for the actual costs of such testing if the testing yields results that confirm or suggest, in Disney’s discretion, that the product is not acceptable for food safety or quality reasons. Licensed Products not manufactured, packaged or distributed in accordance with Laws, the Final Product Technical Specifications or the Nutritional Guidelines (or the Nutritional Guidelines for Children 6 to 36 Months of Age, if applicable) shall be deemed unapproved, even if previously approved by Disney, and shall not be shipped unless and until they have been brought into full compliance.
E. Audits of Facilities Producing Food Licensed Products. Without limitation to Section IV.D above, Licensee covenants that all food Licensed Products shall comply with all applicable food safety standards, including, as applicable and by way of example, Good Manufacturing Practices (“GMPs”), Sanitation Standard Operating Procedures, and Good Agricultural Practices. Prior to commercial production of any food Licensed Products, Licensee shall submit the following materials for Disney’s written approval:
(1) an audit report by an independent, nationally-recognized, third-party audit agency, approved by Disney, for each Facility producing the food Licensed Products which rates such Facility as superior or equivalent (as determined by Disney) with respect to applicable food safety standards, as measured against the current GMPs for foods and any related drafts or final guidance issued by a United States (e.g., the U.S. Food and Drug Administration), Canadian (e.g., the Canadian Food Inspection Agency), or other governmental food safety agency with jurisdiction over the Licensed Product (hereinafter, the applicable agency to be referred to as the “Regulatory Agency”) and (2) a Hazard Analysis Critical Control Point (“HACCP”) plan in accordance with any applicable HACCP regulations that may be required from time to time by any Regulatory Agency. As used in this Section IV only, the term “Facility” refers to any Facility that designs, produces, processes, finishes, assembles, or packages Licensed Products, components of Licensed Products, PA Materials or any other item related to the Licensed Products, or that assembles a final product including one (1) or more Licensed Products. The Facilities producing the food Licensed Products or components of food Licensed Products shall be audited at least every twelve (12) months against the GMPs (if applicable). Licensee acknowledges that Disney is relying on Licensee’s commitment to enforce the GMPs and other applicable food safety standards with respect to its Facilities. Licensee agrees to investigate any claimed or observed violations of such standards, and if it finds there have been violations of such standards, or failures in process or raw material control that may impact on the safety, integrity, legality or quality of the Licensed Product, Licensee agrees to give immediate written notice to Disney. If requested by Disney, Licensee shall advise the public and others that Licensee’s Facilities are contractually responsible to Licensee for adherence to the GMPs (including an audit program measured against the GMPs) and other applicable food safety standards, individual product management via the Product Technical Specifications, and a HACCP plan, and that Disney has, in good faith, relied upon Licensee to assure compliance with such food safety and quality standards.
F. Defective Product and Corrective Action. The obligations of Licensee under this Section IV.F are in addition to, and not in limitation of, other obligations, representations, warranties and indemnities of Licensee.
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1.
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Defective Product.
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(a) “Defective Product” means any Licensed Product that Licensee has reason to believe is or may be adulterated, misbranded, defective (as described by applicable Laws such as 15 U.S.C. 2064 or otherwise), harmful to consumers, or for any reason may fail to comply with one (1) or more Laws. Licensee shall monitor, investigate and take corrective action with regard to potential or actual Defective Product as set forth below.
(b) During the Term, upon Disney’s request, Licensee shall provide Disney’s designated representative (the “Disney Contact”) with a written monthly report (e.g., a “trend report”) detailing all trends of consumer complaints received within the previous month either (i) relating to the health or safety of the Licensed Product or (ii) being of the type that Licensee would normally investigate with respect to any other similar consumer products produced and/or sold by Licensee. Without limiting the foregoing, Licensee shall also notify the Disney Contact by telephone and electronic mail as soon as reasonably possible, and in all circumstances within twenty-four (24) hours, upon receipt of any (A) consumer complaint alleging that a Licensed Product is connected to any illness, injury or death of a human being or animal, (B) product liability claim made or legal action filed with respect to any Licensed Product, (C) communication from any Regulatory Agency regarding any Licensed Product, including any notices of investigations or directives, or if Licensee has any reason (other than as specified in clauses (A) through (C) above) to believe that a Licensed Product may be a Defective Product, including, but not limited to, a situation in which Licensed Products are manufactured in the same Facility as non-Disney licensed products that are subject to a recall. In all such cases, Licensee agrees to immediately discuss in good faith with Disney the nature of the complaint and what additional steps are necessary to further investigate the matter such as notifying any Regulatory Agency. If Disney or Licensee reasonably concludes from information supplied by Licensee or from any other source (1) that the subject Licensed Product is a Defective Product or (2) that a consumer complaint is bona fide and the Licensed Product could pose a health or safety risk to humans or animals, then Licensee shall proceed as set forth in Section IV.F.2 below.
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2.
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Corrective Action.
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(a) Corrective Action Procedures. In the event of a Defective Product, Licensee shall immediately (i) stop distribution of such Defective Product and any other Disney-licensed products manufactured in the same Facility that may be exposed to risk and (ii) submit to the Disney Contact, upon request, a completed Disney Risk Assessment Form. Licensee shall also take such action as is required by applicable Laws, including without limitation, notifying the appropriate Regulatory Agency in the country in which the Defective Product is being manufactured or sold to consumers.
(b) Regulatory Agency Guidance. Licensee shall take such actions as the notified Regulatory Agency shall require, including without limitation, (i) notifying the public of such Defective Product through recall notice, safety alert or other means, (ii) retrieving, recalling or withdrawing the Defective Product from Authorized Customers, retailers and consumers, (iii) destroying and/or replacing the Defective Product, and (iv) refunding sums paid and expenses incurred by consumers and others by reason of the notification, recall or market withdrawal (all such actions being referred to collectively as the “Corrective Action”). In the event the applicable Law does not require Licensee to notify the Regulatory Agency or, in the event notification has taken place, but there is no direction given by the Regulatory Agency, Licensee shall discuss in good faith with Disney the steps to be taken, and shall take such steps as Disney, in its reasonable
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discretion, shall direct.
(c) Corrective Action Communications. Licensee shall not issue any public statement, communication or notification regarding a Defective Product, or any Corrective Action undertaken in relation thereto, without Disney’s prior written approval. Licensee also shall provide Disney with contemporaneous copies of any correspondence and communications related thereto (e.g., responses, third party replies or comments, follow up communications, emails, etc.). Licensee shall provide Disney with regular and timely information regarding the Defective Product, including, without limitation, the status of any investigations and contemporaneous copies of any correspondence and/or communications with the Regulatory Agency.
(d) Disney Regulatory Agency Notification and Corrective Action Expenses. Disney reserves the right to notify the relevant Regulatory Agency about Defective Product itself in the event that Licensee does not do so and Disney deems it prudent to do so. Whether Disney or Licensee notifies any Regulatory Agency of such Defective Product, Licensee shall promptly reimburse Disney for all reasonable expenses paid or incurred by Disney by reason of, or in connection with, such notification, including, without limitation, all Corrective Action expenses. If Licensee does not have the capability or resources to implement and manage the Corrective Action in an effective and legally-compliant manner, Licensee shall, at its sole cost and expense, retain a third party with the requisite capability and resources to do so.
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V.
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ILS Program
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A. Disclosure of Facilities and Consent to Use. Licensee shall disclose to Disney each Facility that Licensee proposes to use hereunder, and Disney’s written consent to use each such proposed Facility is required prior to the commencement of production of Licensed Products or PA Materials in such Facility. Licensee shall disclose a Facility, and request Disney’s consent to use such Facility, by providing to Disney a completed FAMA Application for each Facility. Prior to determining whether or not to grant its consent to use a Facility, Disney may require (1) Licensee to provide a pre-production ILS Audit of the Facility demonstrating the Facility’s compliance with at least the ILS Minimum Compliance Standard and/or (2) Licensee and/or the Facility to comply with any conditions applicable to the Permitted Sourcing Country in which the Facility is located. Disney may withhold its consent prior to the commencement of production for any Facility which, inter alia, (a) Disney reasonably believes does not comply with the ILS Minimum Compliance Standard, (b) Disney reasonably believes an ILS Audit was obtained through fraud, bribery, or other improper influence, (c) is not located in a Permitted Sourcing Country, (d) constitutes or involves a Prohibited Person, (e) has not shown continuous improvement towards full compliance with the Code, according to information contained in the ILS Program database, or (f) does not comply with any conditions applicable to the Permitted Sourcing Country in which the Facility is located (or with which Licensee does not comply if such conditions apply to the Licensee). Disney shall evidence its consent to the use of a Facility by providing Licensee with a signed FAMA Application. Licensee shall not commence production of any Licensed Products or PA Materials at a Facility until Licensee receives the signed FAMA Application for such Facility from Disney. Disney shall incur no liability hereunder for any failure or reasonable delay in providing Licensee with a signed FAMA Application. Licensee shall promptly (but no later than within thirty (30) days) notify Disney in writing when Licensee (i) ceases to use a previously declared and authorized Facility for any reason or does not have a reasonable intention to use such Facility hereunder within twelve (12) months, or (ii) has not used a previously declared and authorized Facility for twelve (12) months and has not placed an order to be fulfilled within the next twelve (12) months. Licensee shall provide Disney with an updated list of Facilities or evidence of Facility use hereunder at any time upon request from Disney.
B. Compliance with ILS Minimum Compliance Standard and the Code. Licensee shall use only Facilities that comply with at least the ILS Minimum Compliance Standard (except during a period of remediation in accordance with Section V.F (Remediation) below), and shall ensure that such Facilities fully comply with the Code to the extent it is commercially reasonable. Licensee shall distribute the Code to all of its Facilities. The Code and the ILS Minimum Compliance Standard shall not be interpreted to require Licensee or its Facilities to violate any applicable Law.
C. ILS Audits by Disney. Disney and/or its designated representatives shall have the right, at Disney’s expense and without prior notice to Licensee or the Facility, to conduct ILS Audits of any Facility. Such ILS Audits may be conducted prior to and as a condition of Licensee’s use of the Facility as set forth in Section V.A above, or at any time up to the date that Licensee notifies Disney that Licensee has ceased to use such Facility. Except when Disney or its designated representative conducts unannounced ILS Audits, Disney shall endeavor to coordinate with Licensee in scheduling ILS Audits. In connection with any ILS Audit conducted by Disney, Licensee shall promptly confirm use of the Facility hereunder upon request from Disney. It is Licensee’s responsibility to obtain the Facility’s agreement to provide Disney with full access to the Facility and all applicable books and records for ILS Audits. Licensee shall promptly reimburse Disney for the reasonable cost of an ILS Audit (currently One Thousand Five Hundred U.S.
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Dollars (US $1,500.00), but subject to change) performed or attempted to be performed by Disney and/or its designated representatives when (1) any Facility fails to meet the ILS Minimum Compliance Standard, (2) any Facility fails to remediate a previously cited failure(s) of the ILS Minimum Compliance Standard within the time designated by Disney, (3) any Facility refuses to grant full access to the Facility and all applicable books and records, or (4) Licensee has failed to timely notify Disney of the non-use or cessation of use of the Facility as required by Section V.A above. The amount Licensee reimburses Disney shall not be pro-rated in the event the Facility is also used by other licensees or vendors of Disney.
D. ILS Audits from Licensee. Upon Disney’s request, Licensee shall provide Disney, at Licensee’s expense, with ILS Audit reports for designated Facilities demonstrating compliance with at least the ILS Minimum Compliance Standard. Disney may require Licensee to submit such ILS Audit reports prior to, and as a pre-condition of, the use of a Facility and/or at any time prior to the date Licensee notifies Disney that Licensee has ceased to use such Facility. All ILS Audits provided by Licensee shall (1) be in a format and conducted pursuant to a methodology acceptable to Disney, (2) be conducted by Licensee’s internal personnel or third parties, in either case acceptable to Disney, and (3) be conducted and provided within the time periods designated by Disney. Licensee agrees to comply with all applicable privacy and data protection Laws with regard to its monitoring activities of Facilities and to the submission of information to Disney regarding Facilities and the ILS Audit reports of such Facilities, including without limitation, Laws pertaining to protection of personally identifiable information and the protection of minors. The provision of an ILS Audit report by Licensee hereunder with respect to any Facility, regardless of the determination made by Disney with respect to such ILS Audit, shall not limit Disney’s right, as set forth above, to conduct or otherwise obtain its own ILS Audit of such Facility.
E. Determinations. The determination of whether an ILS Audit indicates compliance with the ILS Minimum Compliance Standard, the Code or applicable Laws shall be a matter within Disney’s absolute discretion. Disney may reject any ILS Audit (and thereby withhold or revoke authorization to use a Facility) if Disney reasonably believes that the ILS Audit was obtained or undermined through fraud, bribery, actual or threats of physical violence or other improper influence.
F. Remediation. As a condition to Licensee’s continued use of a Facility that does not comply with the ILS Minimum Compliance Standard, Licensee shall, at no cost or expense to Disney, take appropriate and prompt steps to require the Facility to remediate all instances of Facility non-compliance with the ILS Minimum Compliance Standard within the time periods designated by the ILS Program and to provide Disney with an ILS Audit report or other evidence, satisfactory to Disney, of remediation of such Facility non-compliance.
G. Cessation of Facility Use. Disney may revoke any previous Facility authorization if (1) Licensee ceases to use the Facility and does not have a reasonable intention to use such Facility hereunder within twelve (12) months, (2) Licensee has not used the Facility for twelve (12) months and has not placed an order to be fulfilled within the next twelve (12) months, (3) Disney is unable to conduct an ILS Audit as a result of Licensee’s failure to timely confirm the status of the Facility and/or provide accurate Facility information, (4) Disney determines from an ILS Audit or otherwise that the Facility does not comply with the ILS Minimum Compliance Standard and such failure(s) is not remedied pursuant to Section V.F above, (5) Disney reasonably believes that an ILS Audit was obtained through fraud, bribery, or other improper influence, (6) Licensee fails to conduct and/or provide to Disney any ILS Audit as required hereunder, (7) the country
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in which the Facility is located is no longer a Permitted Sourcing Country, (8) the Facility constitutes or involves a Prohibited Person, (9) the Facility and/or Licensee does not comply or continue to comply with any conditions applicable to the Permitted Sourcing Country in which the Facility is located, or (10) the Facility uses the Licensed Material or any other intellectual property owned, co-owned or licensed by Disney, its Affiliates or its/their licensors for any unauthorized purpose and does not halt such unauthorized activities within the time designated by Disney. If Disney revokes a Facility authorization, then Licensee shall not use or shall cease using such Facility for Licensed Products promptly, not to exceed thirty (30) days from Disney’s written notice to Licensee, or as otherwise required by Law. If Licensee ceases to use a third party Facility for any other reason, upon Disney’s request Licensee shall disclose to Disney in reasonable detail any information known to Licensee relating to such Facility’s failure to comply with the ILS Minimum Compliance Standard, the Code, and/or any Law.
H. Material Breaches. Failure to comply with the ILS Program shall constitute a material breach of a License Agreement. In addition to and without waiving any other rights or remedies available to Disney, upon discovery of each instance of the following failures by Licensee with respect to each and every Facility, Disney may assess Licensee an appropriate fee up to Five Thousand U.S. Dollars (US $5,000.00) per failure to defray Disney’s costs and/or fund other efforts of the ILS Program, and in the event that Disney does assess Licensee then Licensee shall immediately pay Disney the assessed amount:
(1) failure to disclose to Disney a Facility through a FAMA Application prior to production of Licensed Product or PA Materials at such Facility, (2) commencing production of Licensed Product or PA Materials at a Facility prior to obtaining Disney’s consent to use such Facility as evidenced by a FAMA Application signed by Disney, (3) failure to conduct an ILS Audit and provide to Disney any ILS Audit report as required hereunder, (4) use of a Facility in a country that is not a Permitted Sourcing Country, (5) failure to comply with any conditions applicable to the Permitted Sourcing Country in which a Facility is located, (6) failure to cease using a Facility pursuant to Section V.G above, and/or (7) failure to timely notify Disney that Licensee has not used or has ceased using a previously disclosed and authorized Facility as required hereunder. Disney may direct Licensee not to sell or distribute Licensed Product and PA Materials produced in breach of a License Agreement, or to destroy or donate such Licensed Product and PA Materials. In addition, if Licensee’s action(s) or inaction(s) cause(s) Disney to be subject to any penalty or expense, Licensee shall fully reimburse Disney for such costs. Acceptance or waiver of payments under any of the foregoing subclauses shall not affect any other rights or remedies available to Disney, including without limitation, termination of a License Agreement, indemnification, and/or Disney’s right to require strict compliance by Licensee with the terms and conditions of the applicable License Agreement thereafter.
I. Disclosure of ILS Audits and Facilities. Notwithstanding anything to the contrary in this License Agreement:
(1) Disney may disclose ILS Audits to third parties (including other licensees and vendors of Disney using the same Facility and non-governmental organizations) (collectively, “Third Parties”) but may not reference the identity of Licensee in such disclosure without the prior written consent of Licensee;
(2) Licensee may disclose ILS Audits to Third Parties but may not reference Disney, the Licensed Material, Licensed Products or PA Materials in such disclosure without the prior written consent of Disney;
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(3) Disney may disclose publicly, as part of its ILS Program, the names and addresses of all Facilities;
(4) As part of its anti-piracy efforts, and/or to facilitate shipping, Disney may communicate with, and provide information to, customs and law enforcement officials globally and/or other Third Parties that may assist with such efforts in order to identify authorized users of intellectual properties owned or controlled by Disney or its Affiliates, including the identification of Licensees, the Facilities, authorized shippers, and other information found in the FAMA Application; and
(5) Disney may disclose the information identified in Section V.I.(4) above as Disney may deem necessary to enforce its contract rights and/or protect its intellectual property rights.
J. Permitted Sourcing Countries and Prohibited Persons. Licensee shall only use Facilities in Permitted Sourcing Countries (subject to any applicable conditions). Licensee may not use any Facility that involves a Prohibited Person. Please refer to the ILS Program Manual and the DCP Website for more information about Permitted Sourcing Countries and Prohibited Persons.
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Permitted Sourcing Countries
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GROUP 1 (PERMITTED WITHOUT ILS AUDITS)
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AMERICAN SAMOA
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CYPRUS
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JERSEY, CHANNEL ISLANDS
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QATAR
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ANDORRA
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CZECH REPUBLIC
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KOREA, SOUTH
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RÉUNION
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ANGUILLA
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DENMARK
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LATVIA
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SAN MARINO
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ANTIGUA AND BARBUDA
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DOMINICA
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LIECHTENSTEIN
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SINGAPORE
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ARUBA
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ESTONIA
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LITHUANIA
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SLOVAK REPUBLIC
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AUSTRALIA
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FINLAND
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LUXEMBOURG
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SLOVENIA
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AUSTRIA
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FRANCE
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MACAO
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SPAIN
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BAHAMAS
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FRENCH GUIANA
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MALTA
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ST. KITTS AND NEVIS
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BARBADOS
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GERMANY
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MARTINIQUE
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ST. LUCIA
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BELGIUM
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GREENLAND
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MAURITIUS
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ST. VINCENT AND THE GRENADINES
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BERMUDA
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GUAM
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MONACO
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SWEDEN
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BOTSWANA
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HONG KONG
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NETHERLANDS
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SWITZERLAND
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BRUNEI
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HUNGARY
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NETHERLANDS ANTILLES
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TAIWAN
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CANADA
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ICELAND
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NEW ZEALAND
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UNITED ARAB EMIRATES
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CAPE VERDE
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IRELAND
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NORWAY
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UNITED KINGDOM
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CAYMAN ISLANDS
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ISRAEL
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POLAND
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UNITED STATES
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CHILE
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ITALY
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PORTUGAL
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URUGUAY
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COSTA RICA
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JAPAN
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PUERTO RICO
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VIRGIN ISLANDS (U.S.)
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CROATIA
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GROUP 2 (PERMITTED WITH ILS AUDITS)
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ALBANIA
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GHANA
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MALI
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SÃO TOMÉ AND PRINCIPE
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ARGENTINA
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GREECE
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MARSHALL ISLANDS
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SAUDI ARABIA
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ARMENIA
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GRENADA
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MEXICO
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SENEGAL
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BAHRAIN
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GUATEMALA
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MICRONESIA
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SERBIA
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BELIZE
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GUYANA
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MOLDOVA
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SEYCHELLES
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BENIN
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HAITI*
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MONGOLIA
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SIERRA LEONE
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BHUTAN
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HONDURAS
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MONTENEGRO
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SOLOMON ISLANDS
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BOLIVIA
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INDIA
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MOROCCO
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SOUTH AFRICA
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BOSNIA AND HERZEGOVINA
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INDONESIA
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MOZAMBIQUE
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SRI LANKA
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BRAZIL
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JAMAICA
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NAMIBIA
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SURINAME
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BULGARIA
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JORDAN
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NAURU
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SWAZILAND
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BURKINA FASO
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KAZAKHSTAN
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NICARAGUA
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TANZANIA
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CAMBODIA**
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KENYA
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NIGER
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THAILAND
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CHINA
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KIRIBATI
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OMAN
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TONGA
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COLOMBIA
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KOSOVO
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PALAU
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TRINIDAD AND TOBAGO
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DJIBOUTI
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KUWAIT
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PANAMA
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TUNISIA
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DOMINICAN REPUBLIC
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LEBANON
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PAPUA NEW GUINEA
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TURKEY
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ECUADOR
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LESOTHO
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PARAGUAY
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TUVALU
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EGYPT, ARAB REP.
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LIBERIA
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PERU
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UGANDA
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EL SALVADOR
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MACEDONIA
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PHILIPPINES
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UKRAINE
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FIJI
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MADAGASCAR
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ROMANIA
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VANUATU
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GABON
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MALAWI
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RUSSIAN FEDERATION
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VIETNAM
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GAMBIA
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MALAYSIA
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RWANDA
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WEST BANK AND GAZA
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GEORGIA
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MALDIVES
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SAMOA
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ZAMBIA
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* Only Facilities in the Better Work Haiti program are eligible.
** Only assessments/audits from Better Factories Cambodia will be accepted for those factories eligible to participate in that program. For factories that are not eligible for Better Factories Cambodia, Disney may accept other assessments/audits as described in Disney’s International Labor Standards Program Manual.
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Code of Conduct for Manufacturers
At The Walt Disney Company, we are committed to:
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·
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a standard of excellence in every aspect of our business and in every corner of the world;
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ethical and responsible conduct in all of our operations;
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·
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respect for the rights of all individuals; and
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respect for the environment.
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We expect these same commitments to be shared by all manufacturers of Disney merchandise. At a minimum, we require that all manufacturers of Disney merchandise meet the following standards:
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Child Labor
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Manufacturers will not use child labor.
The term “child” refers to a person younger than 15 (or 14 where local law allows) or, if higher, the local legal minimum age for employment or the age for completing compulsory education.
Manufacturers employing young persons who do not fall within the definition of “children” will also comply with any laws and regulations applicable to such persons.
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Involuntary Labor
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Manufacturers will not use any forced or involuntary labor, whether prison, bonded, indentured or otherwise.
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Coercion and Harassment
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Manufacturers will treat each employee with dignity and respect, and will not use corporal punishment, threats of violence or other forms of physical, sexual, psychological or verbal harassment or abuse
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Nondiscrimination
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Manufacturers will not discriminate in hiring and employment practices, including salary, benefits, advancement, discipline, termination or retirement, on the basis of race, religion, age, nationality, social or ethnic origin, sexual orientation, gender, political opinion or disability.
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Association
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Manufacturers will respect the rights of employees to associate, organize and bargain collectively in a lawful and peaceful manner, without penalty or interference.
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Health and Safety
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Manufacturers will provide employees with a safe and healthy workplace in compliance with all applicable laws and regulations, ensuring at a minimum reasonable access to potable water and sanitary facilities; fire safety; and adequate lighting and ventilation.Manufacturers will also ensure that the same standards of health and safety are applied in any housing that they provide for employees.
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Compensation
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We expect manufacturers to recognize that wages are essential to meeting employees’ basic needs. Manufacturers will, at a minimum, comply with all applicable wage and hour laws and regulations, including those relating to minimum wages, overtime, maximum hours, piece rates and other elements of compensation, and provide legally mandated benefits. Except in extraordinary business circumstances, manufacturers will not require
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Protectionof the
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employees to work more than the lesser of (a) 48 hours per week and 12 hours overtime or (b) the limits on regular and overtime hours allowed by local law or, where local law does not limit the hours of work, the regular work week plus 12 hours overtime. In addition, except in extraordinary business circumstances, employees will be entitled to at least one day off in every seven-day period.
Manufacturers will compensate employees for overtime hours at such premium rate as is legally required or, if there is no legally prescribed premium rate, at a rate at least equal to the regular hourly compensation rate.
Where local industry standards are higher than applicable legal requirements, we expect manufacturers to meet the higher standards.
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Environment
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Manufacturers will comply with all applicable environmental laws and regulations.
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OtherLaws
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Manufacturers will comply with all applicable laws and regulations, including those pertaining to the manufacture, pricing, sale and distribution of merchandise. All references to “applicable laws and regulations” in this Code of Conduct include local and national codes, rules and regulations as well as applicable treaties and voluntary industry standards.
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Subcontracting
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Manufacturers will not use subcontractors for the manufacture of Disney merchandise or components thereof without Disney’s express written consent, and only after the subcontractor has entered into a written commitment with Disney to comply with this Code of Conduct.
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Monitoring and Compliance
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Manufacturers will authorize Disney and its designated agents (including third parties) to engage in monitoring activities to confirm compliance with this Code of Conduct, including unannounced on-site inspections of manufacturing facilities and employer-provided housing; reviews of books and records relating to employment matters; and private interviews with employees. Manufacturers will maintain on site all documentation that may be needed to demonstrate compliance with this Code of Conduct.
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Publication
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Manufacturers will take appropriate steps to ensure that the provisions of this Code of Conduct are communicated to employees, including the prominent posting of a copy of this Code of Conduct, in the local language and in a place readily accessible to employees, at all times.
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FACILITY AND MERCHANDISE AUTHORIZATION APPLICATION INSTRUCTIONS
Attached is the Facility and Merchandise Authorization (“FAMA”) Application that must be completed for each Facility (as described below).
• Please make as many copies of the attached FAMA Application as necessary so that you can complete a FAMA Application for each Facility
• Once the FAMA Application is completed for each Facility, please send the completed application, together with any required supporting documentation, to your designated Disney Representative.
• Disney will review the information and determine whether each Facility will be authorized to produce Disney-branded products.
• PRODUCTION OF DISNEY-BRANDED PRODUCTS MAY NOT BEGIN AT A FACILITY UNLESS AND UNTIL YOU RECEIVE A SIGNED FAMA APPLICATION FROM DISNEY.
• You also may present the signed FAMA to Customs officials to facilitate the importation of goods if the Facility is outside the territory where the goods are to be sold.
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Definition of “Facility”: Any of Licensee’s or Vendor’s own or third-party manufacturers, vendors, factories, farms, suppliers, and other facilities (as well as any sub-manufacturers, vendors, factories, farms, suppliers and other facilities) that design, produce, process, finish, assemble, or package products, components or materials, or any other item related to products, components or materials, containing, incorporating or applying any Disney intellectual property (i.e., any names, marks, logos, characters, artwork, or other proprietary material owned or controlled by The Walt Disney Company or any of its affiliated companies), all of which are hereby referred to as Disney-branded products.
Exclusions: At this time, production facilities that do not need to be declared, and for which no FAMA Application is required, include (i) facilities that produce blank or generic products, components or materials that DO NOT contain, incorporate or involve the application of any Disney intellectual property (such as blank or generic cardboard boxes, plastic wrap, or plain buttons) and (ii) raw materials, fabric mills or processors of generic commodity items such as cotton, metal and paper that DO NOT contain, incorporate or involve the application of any Disney intellectual property.
Unless involved in the actual production or manufacture of Disney-branded products, DO NOT list agents, business offices or showrooms as a Facility. The Shipper and/or Importer of Record is strictly the party who transports the goods; if the name is different from that of the Licensee/Vendor or Facility, please so indicate on the FAMA Application.
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Incomplete or illegible forms will be returned to you for resubmission. Please make copies of these forms and use the copies to submit your information. Maintain the original in your files for future use.
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FACILITY AND MERCHANDISE AUTHORIZATION APPLICATION
(Please Type or Print Legibly in Ink)
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VI. Insurance Provisions
A. Licensee shall maintain, at its sole expense, throughout the Term of the License Agreement and for three (3) years thereafter (1) commercial general liability insurance (including, without limitation, coverage for contractual liability, products/completed operations liability, and cross-liability) with minimum limits of Two Million U.S. Dollars (US $2,000,000.00) written on an occurrence form basis, (2) workers’ compensation insurance as required by applicable Law, and (3) employer’s liability insurance with minimum limits of One Million U.S. Dollars (US $1,000,000.00). All insurance required hereunder shall (a) be written by companies with a BEST Guide rating of B+VII or better (or, if the insurer is not BEST Guide-rated, then by a company acceptable to Disney) and on forms reasonably acceptable to Disney, (b) be primary and not contributory should other insurance be available to the Disney Indemnified Entities, (c) provide that no cancellation, reduction or non-renewal of coverage thereunder may occur without thirty (30) days prior written notice to Disney, (d) include the Disney Indemnified Entities (as defined in Section 1.22 of the Standard Terms and Conditions) as additional insureds (except for workers’ compensation and employer’s liability insurance), and (e) contain a waiver of subrogation with respect to such additional insureds. Licensee shall provide to Disney, upon Licensee’s execution of a License Agreement, certificates of insurance (or copies of policies, if required by Disney), certifying that the insurance coverage required hereunder has been issued to Licensee. Disney’s failure to request, review or object to the terms of any certificates of insurance or insurance policies shall not be deemed a waiver of Licensee’s obligations, or the rights of Disney, under a License Agreement. The minimum limits of the insurance required in this Section VI shall in no way limit or diminish Licensee’s liability under any other provisions of a License Agreement.
B. The minimum limits set forth in Section VI.A(1) above shall be Five Million U.S. Dollars (US $5,000,000.00) in the case of a License Agreement for food, beverages, consumer electronics/small appliances, including without limitation, popcorn makers, waffle irons, toasters, coffee makers, and slow cookers, rigid products and inflatables for water (e.g., blow-up pools, dinghies, rafts, lilos, rubber rings, water wings/arm bands, etc.) designed for use by one (1) person, and baby/infant/toddler/children’s sleepwear.
C. The minimum limits set forth in Section VI.A(1) above shall be Ten Million U.S. Dollars (US $10,000,000.00) in the case of a License Agreement for baby and infant items other than clothing (e.g., cots, prams/push chairs, strollers, bath seats, etc.), bikes, skateboards, sports/cycle helmets, other safety equipment in general irrespective of targeted age, swinging, climbing and /or sliding equipment, and rigid products and inflatables for water (e.g., blow-up pools, paddling pools, dinghies, rafts, etc.) designed for use by two (2) or more persons. In the case of a License Agreement for cribs and/or car seats, the minimum limits set forth in Section VI.A(1) above shall be Twenty-Five Million U.S. Dollars (US $25,000,000.00).
D. If Licensee conducts any of the following activities in connection with a License Agreement:
(1) the display or distribution of information to the public via the internet or other means of communication (e.g. website advertising or advertising on mobile devices);
(2) email blasts/newsletters;
(3) SMS;
(4) exposure on social networking sites; or
(5) the collection of personally identifiable information through sweepstakes entries on Licensee’s website(s) or otherwise, then
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Licensee shall carry, or cause its third party contractor to carry, Network and Privacy (Errors & Omissions) Insurance in an amount of not less than One Million U.S. Dollars (US $1,000,000.00) per claim and One Million U.S. Dollars (US $1,000,000.00) in the annual aggregate, protecting Licensee and the Disney Indemnified Entities from the following exposures relating to Licensee’s or any of its subcontractors’ performance under a License Agreement:
(a) the introduction of a computer virus into, or otherwise causing damage to, a computer, computer system, network or similar computer-related property and the data, software, and programs used thereon (Network); and
(b) the theft, dissemination and/or unauthorized disclosure or use of confidential information and personally identifiable information (including, but not limited to, bank information, social security numbers, health information, credit card account information, and confidential corporate information). Such insurance must also include coverage for credit monitoring, notification expenses and other related costs associated with mitigating a data security or privacy breach (Privacy).
If such insurance is maintained on an occurrence basis, Licensee or its third party contractor must maintain such insurance for an additional period of one (1) year following the end of the Term of the License Agreement. If such insurance is maintained on a claims-made basis, Licensee or its third party contractor must maintain such insurance for an additional period of three (3) years following the end of the applicable License Agreement.
E. If Disney consents to Licensee’s production of any commercials in connection with the Licensed Products and Licensee produces any commercials for which consent has been granted, and/or if Disney consents to Licensee conducting any promotional activities on the internet and Licensee conducts such activities, Licensee will carry, or cause its third party contractor to carry, Media (Producer's) Liability (Errors & Omissions) Insurance for such length of time as is necessary to cover any and all claims arising out of or relating to the production and any broadcasts of such media advertising, having limits of at least Five Million U.S. Dollars (US $5,000,000.00) for each claim, with an annual aggregate limit of at least Five Million U.S. Dollars (US $5,000,000.00) with a deductible of no more than Twenty-Five Thousand U.S. Dollars (US $25,000.00). Such insurance must have standard coverage, including, but not limited to, coverage with respect to libel/slander or other forms of defamation, infringements of common law or statutory copyright, infringements of rights in material to be broadcast or in the manner of presentation thereof, infringement of privacy rights, breach of implied contract and unauthorized use of materials. Any restrictions of coverage on the title, music or other rights must be stated on the certificate of insurance and cleared prior to commencement of the exhibition of such commercial. Additionally, any deductibles must be stated on the certificate of insurance.
F. If Disney consents to a request by Licensee to conduct a sweepstakes, contest or other game in connection with the Licensed Products, on Licensee’s website(s) or otherwise, then Licensee shall carry, or cause its third party contractor to carry, Sweepstakes/Contest (Errors & Omissions) Insurance in amount of not less than One Million U.S. Dollars (US $1,000,000.00) per claim and One Million U.S. Dollars (US $1,000,000.00) in the annual aggregate (or an amount otherwise determined), protecting Licensee and the Disney Indemnified Entities from Licensee’s or any of the subcontractors’ performance under the License Agreement. Licensee shall maintain such insurance on an occurrence basis, and such insurance shall be in force during the entire contest period.
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VII.
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E-Waste Provisions
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A. Licensee acknowledges and agrees that it shall comply with any and all applicable environmental Laws in connection with its activities under any License Agreement, including, without limitation, any and all State “e-waste” recycling programs and any similar government-mandated electronic product recycling programs (collectively “E- Waste Programs”). Licensee shall have primary responsibility for registering as the “manufacturer” (or such other applicable designation) under, and maintaining ongoing compliance with, all applicable E-Waste Programs in connection with the Licensed Products (for example, paying any and all fees, costs, expenses, and liabilities, subscribing to any recycling programs, and engaging any recycling service providers, as required). Licensee shall not take any position contrary to its being treated as the “manufacturer” (or otherwise as the appropriate registrant) under any applicable E-Waste Program, unless the applicable E-Waste Program, as interpreted in writing by the responsible government agency, expressly and explicitly requires Disney or any other party to take such responsibility exclusively instead of Licensee, provided that, in such case, Licensee shall still be responsible for any and all fees, costs, expenses, and liabilities of registration and compliance with such E-Waste Program, which Disney shall charge back to Licensee.
B. Without limiting the generality of the foregoing, upon Disney’s written instruction, Licensee shall, at its sole cost and expense, engage a nationally-recognized third-party E-Waste Program compliance vendor (the “E-Waste Compliance Vendor”) to manage all E-Waste Program compliance, if applicable, for Licensee in connection with the Licensed Products throughout the Territory and during the Term (or such longer period as may be required by any E-Waste Programs). As part of its services agreement, Licensee shall cause the E-Waste Compliance Vendor to (1) promptly confirm to Disney in writing that it has been retained by Licensee and to describe in detail the scope of services to be provided to Licensee, (2) provide quarterly reports to Disney detailing all compliance activities during such quarter, and an annual report to Disney at the end of each calendar year detailing all compliance activities during such year, in each case including, without limitation, registrations filed, recycling fees paid, compliance failures and penalties assessed (if any), and any other matters relevant to determining Licensee’s E-Waste Program compliance during the relevant period, and (3) cooperate with Disney as Disney may request from time to time in connection with evaluating Licensee’s E- Waste Program compliance with respect to the Licensed Products, including, without limitation, providing copies of any and all information and materials requested by Disney in connection therewith. Disney shall have no liability or other obligation to the E- Waste Compliance Vendor. As described above, Licensee shall be responsible for any and all fees, costs, expenses, and liabilities of registration and compliance with all E- Waste Programs, including, without limitation, in connection with the services to be provided by the E-Waste Compliance Vendor. Disney shall be entitled to draw down against Licensee’s letter of credit any fees, expenses, penalties, or other liabilities incurred, or reasonably anticipated by Disney to be incurred, by Disney directly in connection with Licensee’s E-Waste Program compliance obligations hereunder that are not promptly paid or reimbursed by Licensee, in which case Licensee shall promptly restore such letter of credit to the level required under the applicable License Agreement.
C. If Licensee (1) fails to retain the E-Waste Compliance Vendor in accordance with Disney’s written instruction, (2) no longer retains an E-Waste Compliance Vendor at any time during the Term (or such longer period as may be required by any E-Waste Programs), (3) fails to comply with any E-Waste Program, or (4) fails to reimburse Disney for any amounts incurred directly by Disney in connection with any E-Waste Program, then such failure shall be treated as a material breach by Licensee of the applicable License Agreement.
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VIII.
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Copyright Agreement
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I am signing this Copyright Agreement (“Agreement”) (1) on my own behalf intending to bind myself as an individual, or (2) on behalf of a business entity employing individual artists, intending to bind the business entity and all of its employees. The use of the words “I” and “me” refer to me as an individual, or to the business entity and each employee artist, as applicable. I am signing this Agreement with regard to all creative services provided by me, in the past, the present or the future, to or for Disney Enterprises, Inc., a Delaware corporation (“Disney”), or to or for one of its affiliates, licensees or vendors, the results of which are, or are intended to be, used in, on, or in connection with merchandise of any kind, as to which Disney or an affiliate has granted a licensed to use copyrighted content or trademarks (“Proprietary Material”). Also, I will use the word “Works” to mean the results of my services to the extent such results are derived or adapted from, or related to, the Proprietary Material. When I use the word “Works”, I am including all rights related to those results, including all copyrights (and renewals or extensions).
For good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge, I agree that Disney or its successors or assigns (“Designee”) has complete ownership of the Works.
First, I agree that the Works are WORKS MADE FOR HIRE which are owned by Disney or its Designee alone and exclusively. I agree that Disney or its Designee will own all rights in the Works, including copyrights, any copyright renewals or extensions, and any other intellectual property rights of any kind or nature (e.g., trademark and patent rights) forever, or for the full time period otherwise permitted under local law, throughout the Universe, in all languages. I agree that, without any further payments to me, Disney or its Designee may use or license the Works in any ways which they desire, and this includes new and different ways, ideas, media and technologies for using or exploiting the Works which might not even exist today.
Second, if by court order any or all of the Works are determined not to be a work made for hire, or if such doctrine is not effective, I hereby ASSIGN to Disney or its Designee all rights to the Works which exist now or which might become known later, including copyright, any copyright renewals or extensions, and any other intellectual property rights of any kind or nature (e.g., trademark and patent rights) forever, or for the full time period otherwise permitted under local law, throughout the Universe, in all languages. I agree that, without any further payments to me, Disney or its Designee may use or license the Works in any ways which they desire, and this includes new and different ways, ideas, media and technologies for using or exploiting the Works which might not even exist today.
Third, if the foregoing assignment is ineffective, I hereby grant to Disney or its Designee an exclusive, transferable, sublicensable, Universe-wide, paid-up, royalty-free and irrevocable license to use, exploit and sublicense any and all of the Works and related intellectual property rights forever or for the full time period otherwise permitted under local law. I agree that, without any further payments to me, Disney or its Designee may use or license the Works in any ways in which they desire, and this includes new and different ways, ideas, media and technologies for using or exploiting the Works which might not even exist today.
Fourth, I understand that this is a complete transfer of all rights and claims to the Works, and I will not go to court (and my family members, or anyone who claims rights
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through me, cannot go to court) to say that this Agreement is not a good and binding agreement. At all times Disney or its Designee will be free to adapt, change, modify, combine with other material, and otherwise reproduce and utilize, the Works or any portion thereof, and I hereby waive any “moral rights of authors” (droite morale) or similar rights in and to the Works. I acknowledge that Disney and its Designee have the right to license the use of the Works for any and all purposes. I understand that this Agreement is freely assignable by Disney.
The terms of this Agreement are severable and the invalidity or unenforceability of any term of this Agreement shall not affect the validity or enforceability of any other term.
Printed Name Date Signature Business entity (if applicable) I have authority to bind the corporation
(or other entity).
Accepted by:
Printed Name Signature Date
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IX. Computer System Security and Remote Access Requirements
A. Licensee, together with, as applicable, Licensee’s employees, authorized subcontractors and representatives (all included in the term “Licensee” unless separately referenced) shall:
1. Immediately inform Disney Worldwide Services, Inc. (“DWS”) Enterprise Information Security of any security breach or lapse in security that might adversely affect a Disney Computer System or any Licensee system on which Disney data resides, including any unauthorized access to or compromise of Disney data or resources.
2. Maintain secure network connections through the utilization of industry standard and mutually agreed upon encryption technology while transferring Sensitive Data. “Sensitive Data” includes payment card information of Disney or Disney customers or employees, personal information of Disney customers or employees (including Social Security Number, drivers license number, or name associated with data such as job performance or health insurance records), financial data, trade secrets, or any data that, if improperly disclosed, could result in damage or liability to Disney.
3. Store all Sensitive Data in an encrypted format utilizing industry standard encryption technology and provide security key management and other facilities to ensure that encrypted Sensitive Data is not lost or irretrievable should the encryption keys become unavailable.
4. Ensure that all inbound and outbound remote access to and from Disney Computer Systems and any systems that process, transmit or store Sensitive Data utilize an end-to-end encryption method acceptable to DWS.
5 Maintain a firewall at all logical demilitarized zones (“DMZ”) and Internet connection points, with access control restricted to that required for use of Licensee systems and applications.
6. Prevent possible bridging of Disney Computer Systems or networks with non-Disney networks. This includes the prevention of logical connectivity from Licensee computer systems to non-Disney networks (e.g., the Internet) while simultaneously connected to Disney Computer Systems (e.g., “split tunneling” VPNs).
7. Allow only authorized individuals to access Disney Computer Systems from authorized locations under the License Agreement. The authorization of individuals to access Disney Computer Systems shall terminate upon termination of such individual’s employment with Licensee.
8. Provide physical security to prevent unauthorized access to any device used to access Disney Computer Systems or systems that process, store or transmit Disney data.
9. Ensure that all remote personal computing systems, workstations and laptops that access Disney Computer Systems or process Disney data
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have functional and current antivirus and firewall software installed and have appropriate security patches applied.
Upon reasonable notice to Licensee and during normal business hours, allow DWS or a DWS-approved auditing entity to periodically verify that Licensee is in compliance with the terms of this exhibit. Depending on the sensitivity and criticality of the services or data provided, DWS shall have the option of commissioning or requesting a review of the Licensee’s internal control structure and business continuity plans.
B. Licensee must further ensure that all of its employees, authorized subcontractors or representatives with any access to any Disney Computer System comply with the following procedures:
(1) Sign an appropriate agreement that acknowledges Disney’s security requirements contained in this exhibit prior to gaining access to a Disney Computer System.
(2) Not attempt to access any Disney Computer System, device, program or data file without signing a nondisclosure and confidentiality statement provided by or acceptable to DWS.
(3) Not attempt to access any Disney Computer System with anything other than his or her individual User ID provided by DWS; “group IDs” or “generic IDs” are not authorized.
(4) Not attempt unauthorized access to any Disney Computer System, device or asset, including program and data files.
(5) Not attempt to connect any network, computer system, device, site or asset to the Disney Computer System without explicit authorization from DWS.
(6) Not attempt to access any Disney Computer System, device or site from any unauthorized device, location, or software.
(7) Not attempt to remove, copy, compromise or replace system files or processes on any Disney Computer System unless authorized by the DWS Project Manager.
(8) Not attempt to install software on any Disney Computer System unless authorized by DWS Information Technology
(9) Any data, software, hardware or other material, equipment or property, including CDs, DVDs, keys, identification badges, cell phones, computers, documentation, computer files or any other such material, owned, leased or operated by DWS that has been provided to Licensee in order to provide services to DWS must be returned to DWS at the termination of the relationship with DWS.