EXHIBIT 10.74
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LICENSE TERMINATION AGREEMENT
LICENSE TERMINATION AGREEMENT, by and between ANNIE'S HOMEGROWN, INC.,
("Annie's") and AHA! INK PUBLISHING, LLC, a California Limited Liability Company
a/k/a "Ah Ha Ink" ("Aha"), dated as of August 20, 1998.
WHEREAS, Annie's and Aha entered into an agreement, dated March 21,
1997, by which Annie's granted to Aha an exclusive license to various
trademarks, servicemarks, and associated goodwill for the publication of
children's books and other publications for children (the "License Agreement");
WHEREAS, pursuant to the License Agreement, Annie's has paid twenty
thousand dollars (US$20,000) for approximately 1,700 children's books;
WHEREAS, Section 11 of the License Agreement provides that the License
Agreement may not be amended or changed in any way except by a written
instrument signed by each of the parties to that agreement;
WHEREAS, Aha has ceased operations relative to the License Agreement;
WHEREAS, Annie's and Aha mutually wish to terminate the License
Agreement and all of the rights, duties, and obligations arising under that
agreement;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. TERMINATION OF LICENSE AGREEMENT. The License Agreement is hereby
terminated effective as of the date of this Termination Agreement and shall have
no further force or effect; all rights, duties, and obligations arising under
the License Agreement are hereby terminated; and all rights to tradenames,
trademarks, servicemarks, and all associated goodwill shall hereby revert to
Annie's.
2. RELEASE; WAIVER; COVENANT NOT TO XXX. Each of Annie's and Aha hereby
releases and waives all claims that they may have or ever had to this date
against the other (or any of their officers, directors, or agents) relating in
any manner to the License Agreement or this Termination Agreement, whether such
claims are matured or unmatured, liquidated or unliquidated, fixed or
contingent, arising at law or in equity; and each of Annie's and Aha covenant
not to xxx the other (or any of their officers, directors, or agents) for any
claims relating in any manner to the License Agreement or this Termination
Agreement.
3. ENTIRE AGREEMENT. This Termination Agreement is complete, reflects
the entire agreement of the parties with respect to its subject matter, and
supersedes all previous written or oral negotiations, commitments, and writings.
No promises, representations, understandings, warranties, or agreements have
been made by any of the parties hereto except as referred to
herein, and all inducements to the making of this Termination Agreement relied
upon by both parties hereto have been expressed herein.
4. EXECUTION IN COUNTERPARTS. For the convenience of the parties and to
facilitate execution, this Termination Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but both of which shall
constitute one and the same document.
5. FURTHER ASSURANCES. The parties shall each, at the request of any of
the others, furnish, execute and deliver such documents, instruments,
certificates, notices and further assurances as counsel for the requesting party
shall reasonably require as necessary or desirable to effect complete
consummation of this Agreement, or in connection with the preparation and filing
of reports required or requested by governmental agencies, stock exchanges or
other regulatory bodies. The party requesting such documents or further
assurances shall be responsible for the costs of producing same.
6. AMENDMENTS. This Termination Agreement may not be amended or
modified, nor may compliance with any condition or covenant set forth herein be
waived, except by a writing duly and validly executed by both parties hereto.
7. GOVERNING LAW. This Termination Agreement shall be construed in
accordance with the laws of the Commonwealth of Massachusetts, notwithstanding
any principle of Massachusetts law to the contrary.
IN WITNESS WHEREOF, the parties have executed this Agreement under seal
as of the date first written above.
ANNIE'S HOMEGROWN, INC. AHA! INK PUBLISHING, LLC
A/K/A AH HA INK
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Xxxx Xxxxxxx, President Xxxxxx X. Xxxxxx, CEO and Manager
Duly Authorized
By: /s/ Xxxxxxx Xxxxx Xxxxxx
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Xxxxxxx Xxxxx Xxxxxx, President
and Manager
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