SOFTWARE DEVELOPMENT AGREEMENT
This Software Development Agreement ("Agreement") is made as of the 3rd day of January, 2000 ("Effective
Date"), by and between The Men's Wearhouse, Inc., a Texas corporation ("TMW"), and Chelsea Market
Systems, L.L.C., a Delaware limited liability company ("Chelsea").
Chelsea has undertaken to develop, test and complete certain computer software known as * (collectively the
"Systems"). TMW has agreed to fund the development of the Systems in exchange for a non-exclusive license to
use the Systems. In consideration of the premises, conditions and covenants herein contained, Chelsea and TMW
agree as follows:
1.1 "Acceptance Date" shall mean with respect to each System, that date upon which TMW accepts the System
as completely developed in accordance with the specifications and development schedule to be agreed to in
writing by TMW and Chelsea and when so agreed attached hereto as Exhibit A, as evidenced by the parties'
signature on Exhibit A.
1.2 "Development Period" shall mean the development time period for the Systems subsequent to the signing of
this Agreement and prior to termination of this Agreement.
1.3 "Development Costs" shall mean direct costs incurred by Chelsea related to development of the Systems,
including, but not limited to, taxes, labor, overhead and other expenses.
1.4 "Documentation" shall mean documentation developed by Chelsea related to the Object Code or Source
Code of the Systems.
1.5 "Improvements" shall mean any improvements, advancements, modifications, alterations, or derivative works
related to the Documentation, Object Code or Source Code of the Systems authored, developed, conceived or
reduced to practice by Chelsea, whether or not
* Omitted pursuant to Rule 24b-2 of the General Rules and Regulations Under the Securities Exchange Act of
1934 and filed separately with the Commission.
protectable by patent, trade secret or copyright and whether or not fixed