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Exhibit 10.18
TRADEMARK LICENSE AGREEMENT (RV PRODUCTS) (CANADA)
This Trademark License Agreement ("License Agreement") is made on
the 1st day of May, 1991, by and between The Canadian Xxxxxxx Company, Ltd., an
Ontario corporation ("Licensor"), and Xxxxxxx X.X. Products, Inc., a Delaware
corporation (hereinafter "Licensee" or "RV Products").
WHEREAS, Licensor owns and uses certain trademarks as defined in
Section 1.1 hereof (the "Trademarks"), which Trademarks are associated with
products of the highest quality; and
WHEREAS, CF Acquisition Corp. and RV Products Holding Corp., each a
Delaware corporation (collectively, "Buyer") and Licensor's Affiliates, RV
Acquisition Corp. and MacAndrews & Forbes Holdings, Inc., are parties to a
certain Purchase Agreement dated as of April 30, 1991 (the "Purchase
Agreement"), pursuant to which, among other things, Buyer has acquired all of
the outstanding capital stock of Licensor's former Affiliates RV Products and
Xxxxxxx Xxxxxxxx, Inc. (capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to them in the Purchase Agreement); and
WHEREAS, in connection with the August, 1990 Transfer, Licensor and
Licensee entered into a Trademark License Agreement (RV Products) (Canada)
dated August 30, 1990, pursuant to which Licensor licensed certain trademarks to
Licensee (the "Old Canadian Trademark License"); and
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WHEREAS, Licensor and Licensee desire to terminate the old Canadian
Trademark License; and
WHEREAS, Licensee desires to obtain a new license to use the
Trademarks on and in conjunction with the manufacture, sale, distribution and
advertising in Canada of Licensed Products (as hereinafter defined);
NOW, THEREFORE, the parties hereto, in consideration of the mutual
agreements herein contained and promises herein expressed, and for other good
and valuable consideration acknowledged by each of them to be satisfactory and
adequate, do hereby agree as follows:
1. Definitions.
1.1 "Coleman in Script" shall mean the name Coleman in script
letters, as illustrated in Exhibit A hereto, as used on RV Air Conditioners by
RV Products prior to the Closing Date.
1.2 "Coleman and Design" shall mean Canadian Registration Number
120,771, "Coleman and Design, as illustrated in Exhibit B hereto.
1.3 "Coleman Name" shall mean the name and trademark "Coleman."
1.4 "Composite Trademarks" shall mean a composite trademark in which
the Coleman Name or Xxxxxxx in Script is the first name and a trademark which is
a surname distinct from the Xxxxxxx Name is the second name, subject in all
cases to the following conditions and limitations: (a) Licensor hereby agrees
that "Mach" or "Xxxxxxxx" may be the second name in the Composite Trademarks,
provided that if "Mach" is used a hyphen
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shall appear between the Coleman Name or Coleman in Script and "Mach," and
provided further that if at any time Licensee desires to replace "Mach" or
"Xxxxxxxx" it may do so with Licensor's prior written consent with a replacement
which is a surname which is distinct from the Coleman Name; (b) the Coleman Name
or Coleman in Script, as the case may be, as it is used in the Composite
Trademarks, shall be different and distinct from the typeface, typesize, style
and color of the Coleman Name and Coleman and Design as they are used by
Licensor on the date hereof; (c) the Coleman Name or Coleman in Script, as the
case may be, and "Mach," "Xxxxxxxx" or such other distinct surname shall appear
in the same typeface, style and color when used in the Composite Trademarks; and
(d) "Mach," "Xxxxxxxx" or such other surname shall be more prominent than the
Coleman Name when used in the Composite Trademarks.
1.5 "Licensed Products" shall mean (A) RV Air Conditioners and (B)
New Products.
1.6 "Licensed Territory" shall mean Canada and "Foreign Territories"
as defined in and subject to the terms and conditions of Section 2.3(d).
1.7 "New Products" shall mean leveling and stabilizing systems,
built-in heating systems, built-in xxxx stoves, water heaters, water pumps,
fittings, pipes, wiring systems, antennas, ice makers, steps and chairs, in each
case intended for permanent attachment to or installation or use in or on
Recreational Vehicles.
1.8 "Recreational Vehicles" shall mean a vehicle primarily designed
for recreational, camping, travel or
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seasonal use which is self-propelled or is mounted on or towed by another
vehicle, including, without limitation, motor homes, truck campers, folding
campers, travel trailers, van conversions and other like towed or
self-propelled recreational vehicles.
1.9 "RV Air Conditioners" shall mean the electric air conditioning
equipment and thermostats, controls and other accessories for use therewith, in
each case intended for permanent attachment to or installation or use in or on
Recreational Vehicles.
1.10 "Trademarks" shall mean the Coleman Name, Coleman and Design
and Coleman in Script.
2. Grant of License.
2.1 For the term specified in Section 5 hereof Licensor hereby
grants to Licensee an exclusive paid up license to use (a) the Trademarks and
the Composite Trademarks in connection with the manufacture, sale, distribution
and advertising of RV Air Conditioners in the Licensed Territory, and (b) the
Coleman Name and Coleman in Script as part of the Composite Trademarks in
connection with the manufacture, sale, distribution and advertising of Licensed
Products in the Licensed Territory; provided that Licensor makes no
representation or warranty as to the right to use the Trademarks and the
Composite Trademarks on any New Products and provided further that this License
Agreement expressly excludes the right to use any of the Trademarks or the
Composite Trademarks in connection with heating and air conditioning
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equipment for manufactured and site-built residential housing and heating and
air conditioning products for light commercial use having up to ten tons
capacity (in the case of compressor hearing products, such as air conditioners
and heat pumps) or ratings of up to 225,000 BTUs (in the case of furnaces and
like heating products), which rights have been granted to Evcon and Evcon
Supply, Inc. pursuant to a certain Trademark License Agreement (Canada) dated
February 2, 1990, among Licensor, Evcon and Evcon Supply, Inc.
2.2 Licensee shall not have the right to use any of the Trademarks
as all or part of a corporate name, partnership name or name of any other
Person.
2.3 Licensee shall have the right to use the Trademarks only in the
manner and to the extent specifically permitted by this License Agreement.
Without limiting the foregoing:
(a) Except as otherwise provided herein, Licensee shall not
have the right to use any variation of the Trademarks without Licensor's written
approval, which approval shall be within Licensor's sole discretion; provided,
however, that during the term provided in subsection 5.1(b) hereof, Licensee may
use any variation of the Coleman Name and Coleman in Script in connection with
RV Air Conditioners (provided such variation will not adversely affect either of
such Trademarks or impair the validity, enforceability and/or right of Licensor
to use any of such Trademarks), with Licensor's written approval, which approval
shall not be unreasonably withheld. In the event that Licensor approves the use
of any variation of
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the Coleman Name or Coleman in Script, such approved variation shall become a
Trademark owned by Licensor and governed by the terms of this License Agreement;
(b) Licensee shall not cojoin or use the Trademarks with any
other trademark or trade name without Licensor's written approval, which
approval shall be within Licensor's sole discretion, except that:
(i) during the term provided in subsection 5.1(c) of
this License Agreement, Licensee may, with respect to the Licensed Products, use
the Coleman Name or Coleman in script as the initial name in the Composite
Trademarks;
(ii) (A) during the term provided in subsection 5.1(a)
of this License Agreement, Licensee may use the Coleman and Design in connection
with RV Air Conditioners in conjunction with any of the RV Products Intangible
Rights listed in Section 3.10 of the Disclosure Schedules to the Purchase
Agreement; (B) during the term provided in subsection 5.1(b) of this License
Agreement, Licensee may use the Coleman Name and Coleman in Script in connection
with RV Air Conditioners in conjunction with any of the RV Products Intangible
Rights listed in Section 3.10 of the Disclosure Schedules to the Purchase
Agreement; and (C) during the term provided in subsection 5.1(c) of this License
Agreement, Licensee may use the Coleman Name and Coleman in Script as part of
the Composite Trademarks in connection with all Licensed Products in conjunction
with any of the RV Products Intangible Rights listed in Section 3.10 of the
Disclosure Schedule to the Purchase Agreement;
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(c) (i) Licensee shall not have the right to manufacture,
sell, offer to sell, distribute or advertise any product other than RV Air
Conditioners under or in association with the Trademarks;
(ii) Licensee shall not have the right to manufacture,
sell, offer to sell, distribute or advertise any product other than Licensed
Products under or in association with the Composite Trademarks; and
(d) Licensee shall not manufacture, sell, offer to sell,
distribute or advertise outside the Licensed Territory any products that are
identified by the Trademarks; provided, however, that Licensee shall be
permitted to manufacture, sell, distribute or advertise RV Air Conditioners that
are identified by the Trademarks and Licensed Products that are identified by
the Composite Trademarks in and/or to export the same to the overseas markets in
which RV Air Conditioners have heretofore been sold (the "Existing Foreign
Territories") and to other foreign markets (the "New Foreign Territories")
(collectively, the "Foreign Territories"), upon the terms and subject to the
conditions of this License Agreement, provided such use shall not adversely
affect the Trademarks or impair the right of Licensor to use the Trademarks in
any of such Foreign Territories, and further provided that, with respect to the
use of the Trademarks and the Composite Trademarks in New Foreign Territories,
Licensor shall be given reasonably adequate prior written notice (in no event
less than 120 days) of such manufacturing, sale, distribution, advertising or
export to enable it to apply, if it so desires, for registration of the
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Trademarks in the New Foreign Territories or take such other action as Licensor
reasonably determines to be necessary or advisable to protect Licensor's
ownership of and right to use the Trademarks in the New Foreign Territories.
2.4 Notwithstanding anything to the contrary contained herein, (i)
Licensee shall, within one year after the Closing Date, remove all signs on the
Owned Real Estate, the Leased Real Estate and on all machinery and equipment
which use the Trademarks or otherwise associate such property with Coleman; and
(ii) Licensee shall be permitted to use such stationery forms, promotional
brochures, advertising material and like items which contain the name "Coleman"
as part of the corporate name of Coleman or of Licensee to the extent and only
to the extent such forms, brochures, materials and the like were printed prior
to the Closing Date; provided, however, Licensee will use its reasonable best
efforts to cease such use of all such forms, brochures, materials and the like
as promptly as possible after the Closing Date, and provided further that upon
reprinting of any such materials the name "Coleman" shall be deleted except as
specifically permitted pursuant to the terms of this License Agreement.
2.5 Licensor hereby acknowledges receipt of a royalty from Licensee
in respect of this License Agreement.
3. Ownership and Protection of Trademarks and Related Rights
3.1 Licensee acknowledges that the Trademarks are valid and owned by
Licensor and that Licensor has the sole
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right to use the Trademarks to identify the Licensed Products. Licensee agrees
not to challenge Licensor's title or any right of Licensor in and to the
Trademarks or to make any claim or take any action adverse to Licensor's
ownership of the Trademarks. Licensee further agrees that any rights arising
from the use of the Trademarks by it shall inure to the benefit of Licensor. No
right, title or interest in the Trademarks, except the right to use the
Trademarks upon the terms and subject to the conditions of this License
Agreement, is or will be transferred to Licensee by this License Agreement.
Licensee shall not have the right to institute or settle Claims asserting or
affecting rights to the Trademarks without the prior written approval of
Licensor, which approval shall be granted or withheld within the sole discretion
of Licensor. Licensee shall have no right to, and shall not, register any of the
Composite Trademarks in the Licensed Territory or in any other jurisdiction.
3.2 Licensee agrees to notify Licensor promptly if Licensee becomes
aware of any uses of, or any applications or registrations for, a trademark or
service xxxx that conflicts with any of the Trademarks; any acts of infringement
or unfair competition involving any of the Trademarks; or any allegations or
Claims, whether or not made in a lawsuit, that the use of any of the Trademarks
by Licensor or Licensee infringes the trademark or service xxxx or other rights
of any other Person.
3.3 Licensor may, but shall not be required to, take whatever
action Licensor, in its sole discretion, deems necessary or advisable to protect
the Trademarks at Licensor's
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sole expense. Such action may include, without limitation, assuming
responsibility at its own expense for the defense of any lawsuit challenging or
affecting rights to the Trademarks, requiring Licensee to grant a royalty-free
sublicense to settle litigation, and/or instituting litigation at its own
expense to protect its rights to the Trademarks; provided, however, that
Licensor shall not grant any sublicense that will have a material adverse effect
on all of Licensee's rights hereunder. Should Licensor choose to take any action
with respect to the Trademarks, Licensee shall comply with all reasonable
requests for assistance in connection therewith. Any recovery as a result of
such action shall belong solely to Licensor. Should Licensor decide not to take
any action with respect to a Trademark, Licensee may request permission to take
such action at its own expense (provided such action will not adversely affect
such Trademark or impair the validity, enforceability and/or right of Licensor
to use such Trademark) which permission shall not be unreasonably withheld by
the Licensor.
3.4 Licensee shall cooperate with Licensor, at Licensor's expense,
in maintaining, renewing and protecting the Trademarks, which cooperation shall
include, without limitation, providing specimens and other proofs of use and
complying with Licensor's other reasonable requests. In the event Licensor
decides not to take any action required to maintain or renew any registration
for any Trademark, Licensee at its expense may take appropriate action to
maintain or renew any such registration in the name of and at no cost to
Licensor, and Licensor shall cooperate reasonably with
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Licensee, including, without limitation, by signing required documents, to allow
Licensee to effect any such maintenance or renewal action provided that Licensor
shall incur no liability to Licensee for its failure to maintain any
registrations.
3.5 Licensee agrees to defend, indemnify and hold Licensor harmless
(in accordance with Article XI of the purchase Agreement) from and against any
Losses and Claims based upon, due to or arising out of any acts or omissions
that may be committed or suffered by Licensee or any of its agents or employees
in connection with Licensee's performance of this Agreement or in connection
with the Licensed Products manufactured, sold, distributed or advertised by
Licensee.
3.6 On the terms and subject to the conditions of this License
Agreement, Licensee may use the Trademarks and the Composite Trademarks in
packaging, labels, advertising, promotions, trade show material and related
materials, business cards, stationery, price lists, product catalogues, vehicle
signs, dealer signs, brochures and other related materials (the "Materials") in
connection with the manufacture, sale, distribution and advertising of the
Licensed Products in the same manner as heretofore used by Licensee in the
Business. Any use of the Trademarks and the Composite Trademarks in Materials in
a manner different from that specified in this Agreement shall require the prior
written approval of Licensor which approval shall be within Licensor's sole
discretion. Licensee shall submit copies of any Materials which use any of the
Trademarks in a manner different from that specified in the first sentence of
this Section 3.6 for written approval by
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Licensor. Upon approval of Materials pursuant to this Section 3.6. Licensee
shall have no obligation to re-submit the same prior to each subsequent use.
3.7 Licensee shall cause to appear on the Licensed products (to the
extent practicable) and to appear legibly on all advertising and related
Materials (but not business cards, stationery, dealer signs or telephone book
listings (other than advertisements therein)) on which the Trademarks appear the
following statement or such other statements as may be approved in writing by
the Licensor:
(a) During the term specified in subsection 5.1(a) hereof:
"The trademark Coleman in Design is a registered trademark of The Canadian
Xxxxxxx Company, Inc. used under license."
(b) During the terms specified in subsections 5.1(b) and
5.1(c) hereof: "Coleman is a registered trademark of The Xxxxxxx Company, Inc.
used under license."
3.8 Licensor shall cause to be prepared a registered user's
agreement in a form acceptable under Canadian trademark law (the "Registered
User's Agreement") and shall cause it to be filed with the Canadian Trademark
Office. Licensee shall cooperate in all respects (at Licensee's cost and
expense) in the preparation and filing of such Registered User's Agreement,
including, without limitation, by execution of any documents necessary or
advisable to effectuate such filing.
4. Quality Control.
4.1 All Licensed Products identified by the Trademarks and the
Composite Trademarks shall meet the same
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standards of quality, style, appearance, efficacy, safety, design and
workmanship, based upon the historical performance of RV Air Conditioners
(collectively, "Quality Standards") in effect on the Closing Date.
4.2 To control and monitor effectively the Quality Standards of the
Licensed Products identified by the Trademarks and the Composite Trademarks,
Licensor may inspect, upon reasonable advance notice and during regular business
hours, any facilities operated by Licensee for the manufacture, sale and
distribution of Licensed Products and may inspect the Licensed Products therein.
4.3 If Licensor reasonably and in good faith determines that any
Licensed Products manufactured, sold, distributed or advertised under the
Trademarks or the Composite Trademarks do not meet the Quality Standards for
such products provided in Section 4.1 hereof, Licensor shall notify Licensee in
writing of such failure (the "Defect Notice"). If Licensee shall not have met
such Quality standards and does not (i) take appropriate action to commence to
cure such defect within thirty (30) days after receipt of the Defect Notice and
(ii) cure such defect by causing such Licensed Products to meet such Quality
standards and provide documentation of such cure reasonably acceptable to
Licensor within one hundred twenty (120) days after the receipt of the Defect
Notice, Licensor may, by written notice to Licensee (the "Termination Notice"),
cancel and terminate this License Agreement as to the Licensed Products
specified in the Defect Notice which failed to meet the Quality Standards
effective upon Licensee's receipt of the
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Termination Notice, whereupon Licensee will cease the manufacture, sale,
distribution and/or advertising of the Licensed Products bearing the Trademarks
or the Composite Trademarks which failed to meet the Quality Standards, and this
License Agreement shall remain in full force and effect for all other Licensed
Products other than those specified in the Termination Notice, provided that if
there are three such terminations within any rolling five year period or if any
single failure to meet the Quality Standards is so significant that it will have
a material adverse effect on the goodwill associated with the Trademarks, then
Licensor may cancel and terminate this License Agreement in whole, in all cases
subject to any sell-though rights provided in Section 6.1 hereof. Licensor
specifically acknowledges that, in addition to causing any such Licensed
Products to meet the Quality Standards for such Licensed Product provided for in
Section 4.1 hereof, an election by Licensee permanently to cease the
manufacture, sale, distribution and advertising of such Licensed Products
bearing the Trademarks and Composite Trademarks shall constitute a cure under
the provisions of this Section 4.3.
4.4 Licensee shall at all times remain in compliance with applicable
Domestic and foreign laws, ordinances, rules and regulations relating to the
manufacture, sale, distribution and advertising of the Licensed Products.
4.5 Licensee agrees that compliance with the Quality Standards set
forth in Section 4.1 is a material and essential condition of this License
Agreement and that the failure by Licensee to so comply or otherwise to take
the actions required
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in this Article 4 in a timely manner shall constitute a material breach of this
License Agreement.
5. Duration and Termination.
5.1 (a) The term of the license granted under this License Agreement
shall be one (1) year with respect to Coleman in Design.
(b) The term of the license granted under this License
Agreement shall be six (6) years with respect to the Coleman Name and Coleman in
Script.
(c) The term of the license granted under this License
Agreement shall be fifty (50) years with respect to the Coleman Name and Coleman
in Script insofar as it is used as part of the Composite Trademarks, provided
that if Licensee shall comply in all material respects with the terms and
conditions of this License Agreement the term granted pursuant to this
subsection 5.1(c) shall be renewed automatically for an additional period of
fifty (50) years.
(d) Each of the terms in subsections (a), (b) and (c) above
are subject to Licensor's right to terminate this License Agreement as follows:
(i) If Licensee attempts to assign or transfer any of
its rights or to delegate any of its duties under this License Agreement or
attempts to sublicense its rights to use the Trademarks, in each case in
violation of this License Agreement, Licensor may terminate this License
Agreement effective immediately upon giving notice to Licensee.
(ii) If Licensee becomes insolvent, files or has filed
against it a petition in bankruptcy, seeks
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protection from its creditors or commits any other act of insolvency, Licensor,
to the fullest extent permitted by law, may terminate this License Agreement
immediately upon giving notice to Licensee.
(iii) If Licensee fails to meet the Quality standards
for Licensed Products as specified in Article 4 herein, Licensor may terminate
this License Agreement pursuant to, and to the extent provided in, Section 4.3.
(iv) If Licensee fails to use any Trademark for a period
of twelve (12) months, Licensee's right to use such Trademark shall be
automatically terminated after which and without regard to any other agreement
between Licensor and Licensee, Licensor may institute use thereof to thereby
preserve the Trademark right.
(v) If Licensee fails to perform any material obligation
or covenant contained in this License Agreement to be performed by it other than
as provided in Section 5.1(d)(i), (iii) or (iv) hereof, Licensor may terminate
this License Agreement effective sixty (60) days after giving written notice of
termination if Licensee fails to remedy any such breach or failure and provide
documentation of such remedy reasonably acceptable to Licensor within such sixty
(60) day period.
6. Duties upon Termination.
6.1 Upon termination of this License Agreement for any cause,
Licensee shall:
(i) not exercise or attempt to exercise any rights or
privileges hereunder; and
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(ii) immediately discontinue the use of all Trademarks and the
Coleman Name and Coleman in Script in the Composite Trademarks in any form
whatsoever; provided, however, that (a) upon expiration of the Term or upon
termination of this License Agreement for any cause other than pursuant to
Section 5.1(d)(iii), Licensee shall be permitted for a period of nine (9) months
(the "Sell-Through Period"), to use the Trademarks and the Coleman Name and
Coleman in Script in the Composite Trademarks in connection with the sale and
distribution of RV Air Conditioners and Licensed products, respectively, through
Licensee's customary channels of distribution and (b) upon termination of this
License Agreement in whole pursuant to Section 5.1(d)(iii), Licensee shall be
permitted to use the Trademarks and the Coleman Name and Coleman in Script in
the Composite Trademarks for the Sell-Through Period in connection with the sale
and distribution of RV Air Conditioners and Licensed Products, respectively
(other than those which were the subject of the Defect Notice resulting in the
termination) through Licensee's customary channels of distribution.
6.2 Licensee acknowledges that its failure to cease use of the
Trademarks and the Coleman Name and Coleman in Script in the Composite
Trademarks at the termination or expiration of this License Agreement as
provided above will result in immediate and irreparable damage to Licensor.
Licensee further acknowledges that its obligations under this License Agreement
are unique, that money damages may not be an adequate remedy for the breach of
such obligations, and that
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Licensor shall be entitled to injunctive relief if necessary to enforce this
License Agreement or any provision hereof without the necessity of posting bond
or any other security and Licensee hereby waives the requirement of bond or
security in connection therewith.
7. Power and Authority.
7.1 Each party to this License Agreement hereby represents that:
(i) it is a corporation duly formed, validly existing and in good standing under
the laws of the state or province of its incorporation; (ii) it has full power
and authority to execute this License Agreement and any and all documents which
may be related thereto; (iii) it has, to the extent necessary, obtained
authorization from its Board of Directors to execute this License Agreement; and
(iv) this License Agreement has been duly and validly executed and delivered by
it and constitutes a valid and binding obligation of it, enforceable against it
in accordance with its terms, except that (a) rights to indemnification may be
limited by laws of any Governmental Entity; (b) such enforcement may be subject
to bankruptcy, insolvency, reorganization, moratorium (whether general or
specific) or other similar laws now or hereafter in effect relating to
creditors' rights generally; and (c) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding
therefor may be brought.
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7.2 Each party to this License Agreement represents that the
execution and delivery of this License Agreement by such party will not (i)
require such party to file or register with, or obtain any permit,
authorization, consent or approval of any Governmental Entity, (ii) require such
party to obtain any authorization, consent or approval of any other Person,
(iii) violate any provision of the Certificate of Incorporation or By-laws of
such party, (iv) constitute a breach of the terms or conditions of, or
constitute a default under, or violate, as the case may be, any material
agreement, lease, mortgage, bond, indenture, loan, license or other document or
undertaking to which such party is a party or by which such party is bound, or
(v) violate any order, writ, injunction or decree of any Governmental Entity by
which such party is bound.
8. Miscellaneous.
8.1 Further Assurances. Each party shall at all times do, execute,
acknowledge and/or deliver or cause to be done, executed, acknowledged and/or
delivered such further acts, agreements, security agreements, registered user
agreements and assurances as the other party may reasonably require for the
purposes of this License Agreement.
8.2 Miscellaneous. Licensor shall not grant to any Person any right
or license inconsistent with this License Agreement.
8.3 Remedies. Each party acknowledges that a breach of this License
Agreement will cause irreparable damage to the other party, the exact amount of
which will be difficult to
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ascertain, and that the remedies at law for any such breach will be inadequate.
Accordingly, each party agrees that if it breaches any agreement contained
herein, in addition to any other remedy which may be available at law or in
equity, the other party shall be entitled to specific performance and injunctive
relief without posting bond or security in any proceeding for specific
performance or injunctive relief arising out of this License Agreement.
9. Incorporation of Certain Terms of the Purchase Agreement.
9.1 The provisions of Article XIII of the Purchase Agreement are
hereby incorporated by reference as if fully set forth herein, provided that,
for all purposes of this License Agreement, all references to "Sellers" in such
provisions shall mean the Licensor and all references to "Buyer" in such
provisions shall mean the Licensee.
10. Entire Agreement.
10.1 This License Agreement, together with the Purchase Agreement,
sets forth the entire agreement between the parties, and supersedes any and all
prior agreements or understandings between the parties pertaining to the subject
matter hereof.
11. Termination of Old Canadian Trademark License.
11.1 Licensor and Licensee hereby agree that the Old Canadian
Trademark License is hereby terminated effective the date hereof and is of no
further force and effect.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
License Agreement on the date first above written.
XXXXXXX X.X. PRODUCTS, INC. THE CANDIAN XXXXXXX COMPANY, LTD.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxx Xxxxxx
--------------------------- ---------------------------
Name: Xxxxxx X. Xxxxx Name: Xxxx Xxxxxx
Title: President Title: Vice President
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EXHIBIT A
to
TRADEMARK LICENSE AGREEMENT (RV PRODUCTS) (CANADA)
COLEMAN IN SCRIPT
23
[GRAPHIC OMITTED]
24
EXHIBIT B
to
TRADEMARK LICENSE AGREEMENT (RV PRODUCTS) (CANADA)
COLEMAN AND DESIGN
25
[ILLEGIBLE] N/DEM. NO 254 621 REGISTRATION/ENREGISTREMENT NO TMA120,771
[ILLEGIBLE] DATE/DATE DE DEPOT: 31 DEC/DEC 1959
REGISTRATION DATE/DATE D'ENREGISTREMENT: 06 JAN/JAN 1961
RENEWAL DATE/DATE DE RENOUVELLEMENT: 06 JAN/JAN 1976
REGISTRANT/PROPRIETAIRE ORIGINAL:
[ILLEGIBLE] CANADIAN XXXXXXX
COMPANY LIMITED
[ILLEGIBLE] Xxxxxxx Xxx.
Xxxxxxx
Xxxxxxx
[ILLEGIBLE] SV6
[ILLEGIBLE] FOR SERVICE/REP FOUR SIGNIFICATION:
[ILLEGIBLE] & XXXXXX,
SUITE 2300
RICHMOND-ADELAIDE CENTER,
[ILLEGIBLE] XXXXXXXX XXXXXX XXXX,
XXXXXXX, XXXXXXX,
[ILLEGIBLE] 2J7.
[ILLEGIBLE] XXXX/XXXX DE COMMERCE: *** SEE DESIGN XXXX ***
DISCLAIMER/DESISTEMENT:
[ILLEGIBLE] right to the exclusive use of the representation of a lantern is
disclaimed apart from the trade xxxx.
[ILLEGIBLE]/MARCHANDISES:
[ILLEGIBLE] Lamps and lanterns, space heaters, furnaces, cooking stoves,
[ILLEGIBLE], air-conditioning equipment, incandescent mantles, water meters, and
spare parts therefor. (2) Sleeping bags and tents. (3) [ILLEGIBLE]. (4) Ice
substiture (reusable ice). (5) Jugs. (6) Liquid hydrocarbon fuel. (7) Console
humidifiers. (8) Water supply and storage systems for campers, motor homes,
house trailers, and [ILLEGIBLE] recreational vehilces. (9) Sporting guns and
parts therefor and sporting gun ammunition.
[ILLEGIBLE] in CANADA since at least as early as November 1, 1955 on wares
[ILLEGIBLE] (3) November 1, 1957 on wares marked (4) December 1, 1959 on
[ILLEGIBLE] marked (5) June 15, 1966 on wares marked (6) 1971 on wares marked
[ILLEGIBLE] 1970 on wares marked (8) 1972 on wares marked (9)
[ILLEGIBLE] 31, 1960 on wares marked (1) on Nov. 21, 1965 on wares [ILLEGIBLE]
(2)
[ILLEGIBLE] MARKS/MARQUES LIEES:
[ILLEGIBLE]29642 TMDA54004 XXXX00000 UCA32178 TMA145,887
[ILLEGIBLE],307 TMA263,528
2
26
[ILLEGIBLE]DEM. NO. 254 621 REGISTRATION/ENREGISTREMENT NO TMA120,771
REGISTRATION DATE/DATE D'ENREGISTREMENT: 06 JAN/JAN 1961
[ILLEGIBLE]/NOTES
STATEMENT TO REGISTRATION/MODIFICATION A L'ENREGISTREMENT:
TYPE OF AMENDMENT/GENRE DE MODIFICATION: Additional wares/
marchandises supplementaire
DATE REGISTERED/DATE DE L'ENREGISTREMENT: Nov. 29, 1968
DATE OF CHANGE/DATE DE CHANGEMENT: Apr. 20, 1968
COMMENTS/COMMENTAIRES: WARES MARKED (2) ADDED.
STATEMENT TO REGISTRATION/MODIFICATION A L'ENREGISTREMENT:
TYPE OF AMENDMENT/GENRE DE MODIFICATION: Additional wares/
Marchandises supplementaire
DATE REGISTERED/DATE DE L'ENREGISTREMENT: Sept. 26, 1969
DATE OF CHANGE/DATE DE CHANGEMENT: Sept. 7, 1968
COMMENTS/COMMENTAIRES: WARES MARKED (3) AND (4) AND (5) AND (6) ADDED.
STATEMENT TO REGISTRATION/MODIFICATION A L'ENREGISTREMENT:
TYPE OF AMENDMENT/GENRE DE MODIFICATION: Additional wares/
Marchandises supplementaire
DATE REGISTERED/DATE DE L'ENREGISTREMENT: July 29, 1977
DATE OF CHANGE/DATE DE CHANGEMENT: December 8, 1975
COMMENT/COMMENTAIRES: WARES MARKED (7) AND (8) AND (9) ADDED.
DESIGN PAGE
PAGE DU DESSIN
APPL'N/DEM. NO 254 621 REGISTRATION/ENREGISTREMENT NO TMA120 M771
TRADE XXXX/MARQUE DE COMMERCES
[GRAPHIC OMITTED]
