Additional Terms of Sale

Brand Protection Agreement

Lot ______

1.  This Agreement is executed for the benefit of ______(“Seller”) and S & K Famous Brands, Inc.

2.  ______(“Buyer”) agrees that the terms of sale for this lot require that the brands and labels of the goods must be protected. As an integral condition of this sale, the Buyer agrees as follows:

a)  the goods may not be re-sold within 200 miles of any S & K Famous Brands Store;

b)  Buyer represents and warrants that it is a business to consumer enterprise, and will ONLY re-sell the goods directly to consumers from Buyer’s own retail stores and outlets;

c)  Buyer specifically agrees that it will NOT re-sell the goods in bulk to any distributors, jobbers, middlemen or other third parties;

d)  all hang tags and customer feedback cards shall be removed;

e)  Buyer will blackline SKU’s on all price tags;

f)  all labels that say S & K Famous Brands shall be removed, including markings on hangers or hangers shall be replaced with unmarked hangers;

g)  all other brand and non-brand name labels, regardless of retail value, will be defaced by:

Clipping Blackline Clipping and Blackline

Which will be completed by: ______; and

h)  all hang tags, customer feedback cards and labels removed shall be saved and returned to S & K Famous Brands, Inc..

3.  Buyer agrees these restrictions are an integral part of the terms of sale between Buyer and Seller, and may be enforced by Seller and/or its agents and clients if this Agreement is not complied with in all respects. Buyer agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that in addition to all other remedies available to Seller at law or in equity, Seller shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. Buyer agrees to waive any requirement for the securing or posting of any bond in connection with such remedy.

4.  Buyer further agrees that Seller will incur irreparable damages to its brand if these restrictions are not complied with. Accordingly, Buyer will be held liable to the fullest extent allowable if this Agreement is breached.

5.  Buyer will indemnify and hold harmless the Seller and its agents and clients from any failure by Buyer to comply with this Agreement.

6.  This Agreement is subject to the internal laws of the State of ______, and may be enforced by any state or federal court in ______, ______.

Buyer: ______

By:
Name: ______
Title: ______
Date: ______

Brand Protection Agmt S&K –Re-Sale Restrictions – 7/18/02