Provide a continuation starting with 'section 1. Engagement. Naked hereby en ... ', given this agreement: Confidential Information has been omitted in places marked "___" and has been filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with the Commission under Rule 406 under the Securities Act of 1934, as amended.
COLLABORATION & ENDORSEMENT AGREEMENT
THIS COLLABORATION & ENDORSEMENT AGREEMENT (the "Agreement") is dated as of this 15th day of June, 2015 ("Effective Date"), between The Naked Brands Group, Inc., a Delaware corporation ("Naked"), and Wade Enterprises, LLC ("Wade Enterprises"), an Alaska limited liability company f/s/o Dwyane Wade ("Athlete" and together with Wade Enterprises, collectively "Wade"). Wade Enterprises, Athlete and together with Naked, are each referred to herein as a "Party" and collectively, the "Parties".
AGREEMENT
1. Engagement. Naked hereby engages Wade for collaboration in business development for, and his endorsement as set forth herein of, the following items, which shall be known herein as "Innerwear": Briefs, trunks, boxer briefs and boxers, non-athletic undershirts (i.e., t-shirts intended to be worn as innerwear and not intended specifically for athletic purposes), non-athletic lounge apparel (bottoms and tops), sleepwear (including pajama bottoms and tops), and robes (as may be expanded to include other mutually agreed upon innerwear and lounge apparel) which may now or hereafter during the Term be manufactured, distributed, marketed and/or sold by Naked (collectively, the "Naked Products"), and Wade hereby accepts such engagement. The Parties agree that the territory of such engagement shall be worldwide (the "Territory").
2. Term of Agreement. The initial term of this Agreement shall be for a period of four (4) years, commencing on the Effective Date, which term may be extended for up to three (3) years by written agreement of both Parties prior to the expiration date of the initial term or any extension thereof (collectively, the "Term"). Each twelve-month period beginning on the Effective Date shall be known as a "Contract Year." In the event that either Wade or Naked wishes to extend the Term of the Agreement as contemplated above, it shall provide the other Party with written notice at least ninety (90) days prior to the expiration of the Term. The other Party will then have a period of fourteen (14) days from the date of the notice to indicate whether it also desires to extend the Term, on the terms and conditions set forth herein and if no such indication is made, the other Party will be deemed to have declined the offer to extend. Notwithstanding the foregoing, Wade agrees that for a period of ninety (90) days prior to the expiration of the Term (unless the Agreement is terminated by Wade as permitted hereunder), Naked shall have the exclusive right to negotiate for continued endorsement by Athlete of the Naked Products. For a period of six (6) months at the end of the Term (the "Sell-off Period"); provided that the Agreement was not terminated by Wade as permitted herein, Naked will have the right to continue to sell the Wade Products (defined below) for which orders have already been placed at the end of the Term on the terms and conditions herein.
3. Use of Wade Image.
During the Term and subject to the limitations set forth in this Agreement, Naked shall have an exclusive right and license in the Territory to use Athlete's name, nickname, initials, autograph, image, likeness, photographs, biographical details, facsimile signature, voice, videos, electronic media depictions, any words, symbols or other depictions, as well as any other identifying attributes that would identify Athlete to the public, including any trade mark(s), copyrights which Wade has, as set forth on Schedule A attached hereto, and all multimedia assets that Wade owns or has right to use (collectively, the "Wade Image") solely for the advertising, endorsement, promotion, or sale of the Naked Products (including the Wade Products) in the Territory as follows:
Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015
Confidential Information has been omitted in places marked "___" and has been filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with the Commission under Rule 406 under the Securities Act of 1934, as amended.