“Licensee/Franchisee Agreement” means a written agreement between Crocodile and a third party agreement granting the licensee/franchisee the right to sell products in kiosks under the Crocs brands in the Territory and containing the terms that protect the rights of Crocs and Crocs in at least the same manner as those contained therein. These contracts have a duration of ten (10) years with termination clauses if the performance objectives are not met. These agreements must be extended by five (5) years if certain benefit obligations are met. All performance commitments are defined by Crocodile on a case-by-case basis. “kiosk” means an independent kiosk in an airport terminal intended for the sale of Crocs brand products; 11.3 Other. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or employment or franchise relationship between the parties. This Agreement and the additions incorporated therein by reference constitute the entire Agreement between the Parties and supersede all prior proposals, agreements or communications, written or oral, by the Parties concerning the subject matter of this Agreement. This Agreement may not be modified, modified or supplemented unless properly executed by both Parties. In the event that there are conflicting conditions in the main part of this Agreement and the addition, the conditions shall take precedence in the main part of this Agreement. No omission or delay by either party in exercising a right under this Treaty shall constitute a waiver thereof.
Crocodile may not assign, sublet or transfer this Agreement to third parties without the express written consent of Crocs. For the purposes of this Agreement, any dissolution, merger, consolidation or other reorganization of Crocodile or any sale or other assignment of a percentage of control of the ownership shares or assets shall be considered an assignment. Crocs undertakes not to refuse its consent inappropriately. Crocs has a right of pre-emption before any sale of all or all of Crocodile`s assets or shares of ownership. Crocs has thirty days to assess whether such an offer should correspond to its first right of refusal. This Agreement is binding on the parties, their successors and the authorized beneficiaries of the assignment. This Agreement shall be construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws rules. The English version of this Agreement is measured for the interpretation or application of the terms of this Agreement. Where any provision of this Agreement is held to be invalid or unenforceable by an arbitrator or court of competent jurisdiction, the remaining parties shall remain in full force and effect. All necessary notices under this Agreement shall be made in writing (a) and (b) be deemed duly made and received if (i) they are delivered personally, (ii) sent by a commercially established courier or (iii) ten (10) days after filing by registered letter, registered letter, return, to the addresses indicated on the first page of this Agreement or to another address; which the parties must, from time to time, indicate in writing.
Any person who executes the agreement and addition on behalf of a legal person represents and warrants that he is duly authorized and that he is fully entitled to execute and provide this agreement and the addition. . . .