Exploring a deal between DBLLC and TWC

This page/document is under Rule 408

1.  In exchange for a one-time payment of $_______________ by TWC to DBLLC, TWC is granted a modified license (the "License") to certain uses of DBLLC's registered HOOAH® trademark for clothing.

  • TWC has the right to use the word/brand "HOOAH" within TWC's "HOOAHWEAR" term in association with its line of apparel, but only as an element within the term "HOOAHWEAR."  No right is granted, as part of this License, to use the word/brand "HOOAH" alone in the HOOAHWEAR line of apparel.  The term HOOAHWEAR can only be used on neck art (inside and outside) and sleeve art and never on the primary display zone of any apparel (front or back of shirts, for example).  THIS GREY TEXT HAS BEEN CUT.  Let's not limit where they can use HOOAHWEAR.

  • Note: the above is a big concession for DBLLC, since our typical license fee is 8-10% of gross revenue in perpetuity, or 50% of gross profit in perpetuity.  This extraordinary one-time license payment is being considered because we are also contemplating #2 below.

2. DBLLC and TWC agree to collaborate on the development and marketing of a special sub line of HOOAH® apparel (the "Line"). 

  • TWC's military veteran designers will come up with the designs, which incorporate the HOOAH® brand and which will require mutual approval of TWC and DBLLC.

  • TWC will manufacture (source and print) the apparel for the Line.

  • TWC and DBLLC will both make reasonable efforts to market the Line.  TWC will have authority to make deals with retailers/customers.

  • All revenue from the Line ("Line Revenue") will be handled initially by TWC and will be allocated as follows in this order:

    • TWC recoups its COGS first.

    • The remaining Line Revenue is split 50% to TWC and 50% to DBLLC.

  • After $100,000 in gross revenue is achieved by the Line, TWC is granted the right to a 5% ownership interest in the DBLLC HOOAH® apparel brand in the event of a sale of the brand.  This is not a membership interest in DBLLC (which owns the HOOAH® clothing brand).  It means that if DBLLC ever sells the HOOAH® apparel brand, TWC is entitled to 5% of that purchase price and is paid that amount within 30 days of DBLLC receiving the purchase price.