TRADEMARK LICENSE AGREEMENT
This Agreement is by and between Hallmark Cards, Incorporated (hereinafter
referred to as "Hallmark") and Reef's Hallmark Shop (hereinafter referred to as
"Licensee").
WHEREAS, Hallmark is the sole and exclusive owner of trademarks and tradenames
including the word HALLMARK alone and in combination with the Coronet design,
recorded on the principal register of the U.S. Patent Office under Registration
nos. 654,790; 787,169; 864,077; and 916,900, among others, and
WHEREAS Licensee desires to use the HALLMARK trademark in conjunction with the
operation of its social expression shop located at 000 Xx. Xxxxxxxx Xxx., Xxxx
Xxxxxxx, XX (complete address - street, city, state and zip code) (hereinafter
referred to as the "Shop");
NOW, THEREFORE, in consideration of the promises and mutual covenants herein
contained, the parties hereto agree as follows;
1. Hallmark hereby grants to Licensee a royalty free license to use
the trademark and tradename HALLMARK as part of the Shop's
tradename in the following manner and no other - Reef's 's
Hallmark Shop (or Synonym) - and in addition, to use the HALLMARK
trademark in other appropriate ways for the promotion and sale of
Hallmark products at the Shop.
2. Licensee, for itself, its heirs, administrators, successors and
assigns, does hereby absolutely grant, bargain, convey and assign
unto Hallmark any and all legal and equitable right, title and
interest, both tangible and intangible, which it has or may
hereafter acquire in the HALLMARK trademark, including but not
limited to any goodwill hereinafter generated or created by it or
anyone acting or claiming under it.
3. The license herein granted shall not extend to any use of the
trademark as a part of a corporate name or in connection with any
other business it operates at any other location and further said
license herein granted shall be terminable by Hallmark, at any
time, by the giving to Licensee of 30 days written notice.
4. The license herein granted may not be transferred or assigned and
all rights granted herein shall revert to Hallmark upon
termination of this agreement.
5. In connection with Licensee's operation of the Shop, Licensee
will:
(a) use its best efforts to promote and maintain the goodwill of the
HALLMARK trademark and image;
(b) maintain a sufficient inventory and display of the range of
HALLMARK products to enable the public the opportunity to
purchase the same, so as not to mislead or deceive the public as
to the availability of HALLMARK products in your store;
(c) maintain its store premises in a neat and orderly fashion;
(d) instruct sales clerks and employees in a manner sufficient to
familiarize them with the HALLMARK product line so as to be able
to respond to customer inquiries;
(e) not directly or indirectly disparage the HALLMARK product line
or use bait and switch selling techniques to a customer who
indicates interest in HALLMARK products or otherwise engage in
deceptive advertising or selling violative of the provisions of
section 5 of the Federal Trade Commission Act;
(f) maintain HALLMARK products as its primary product line,
provided, however, that Licensee is not otherwise restricted
from the inventory and sale of competing product lines.
6. Licensee shall display Hallmark's trademarks in conformity with the
rules for such use as Hallmark may, from time to time, promulgate in
order to protect the quality image and reputation which those
trademarks presently enjoy. Any rules now or hereafter promulgated by
Hallmark shall be considered a part of this agreement and Licensee
hereby agrees to be bound by said rules. Attached as Exhibit A to this
agreement are the current rules regarding the use of the HALLMARK
trademark.
7. Licensee will, from time to time, submit to Hallmark, samples of
advertising material, letterheads, etc. for determination that its use
of the HALLMARK trademark is, in Hallmark's judgment, correct.
8. This agreement supersedes all prior oral or written representations
and constitutes the entire understanding between Licensee and Hallmark
with respect to the use of the HALLMARK trademark; in connection with
Licensee's operation of the shop and may be modified only in writing.
9. This agreement shall be subject to and construed in accordance with
the laws of the state of Missouri and shall become effective upon
execution by Hallmark in Kansas City, Missouri.
10. Licensee acknowledges that Hallmark is not its partner, joint venturer
or franchisor and that the relationship between Licensee and Hallmark
is not a franchise relationship and that no fee is payable for this
license and that Licensee is not required to follow any specific
merchandising plan.
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11. Licensee shall have the right to terminate this agreement by giving
Hallmark 30 days written notice of its intent to do so. Said written
notice shall be placed in the United States mail, certified
mail-return receipt requested, addressed to Hallmark Cards,
Incorporated, in care of Sales Information Center - 340, X.X. Xxx
000000, Xxxxxx Xxxx, Xxxxxxxx 00000-0000.
12. This agreement shall automatically terminate on the occurrence of the
following: (1) termination of Licensee's right to occupy the premises
with respect to which the license herein has been granted or (2) the
closing of the Licensee's account with Hallmark.
13. In the event this license is terminated, for any reason by either
party, licensee hereby agrees to immediately cease using the HALLMARK
trademark and all other trademarks owned by Hallmark and to remove,
destroy or otherwise obliterate any sign, placard, poster, stationery,
banner, advertising, merchandise bag or lettering which utilizes the
HALLMARK trademark, or any part thereof, by the date upon which the
termination becomes effective. Licensee further agrees to permit
Hallmark the right to enter premises to ensure that the foregoing has
been completed upon Hallmark's first giving Licensee reasonable
advance notice. Licensee further acknowledges and agrees that its
failure to immediately cease the use of the HALLMARK trademark upon
revocation of the license herein granted will result in irreparable
harm or injury to Hallmark.
14. Licensee agrees that, prior to displaying any sign containing the
"Hallmark" trademark on the interior or exterior of the shop, it shall
obtain Hallmark's approval of same by submitting an appropriate
application in writing to Hallmark.
IN WITNESS WHEREOF, the parties hereof have executed this agreement in
duplicate.
HALLMARK CARDS, INCORPORATED
By /s/ illegible
---------------------------------------------------------------
TO BE SIGNED AT HALLMARK CORPORATE HEADQUARTERS / DATE
SOLE PROPRIETORSHIP PARTNERSHIP CORPORATION
Ellwell Store's Inc.
DBA Reef's Hallmark Shop
---------------------- -------------------------- ---------------------------
SIGNATURE / DATE SIGNATURE / DATE (NAME OF CORPORATION)
By /s/ Xxx X. Xxxxxxx 5-17-87
-------------------------- ------------------------ ------------
SIGNATURE / DATE SIGNATURE / TITLE DATE
By /s/ Xxx X. Xxxxxxx, V.P. 5-18-87
-------------------------- ------------------------ ------------
SIGNATURE / DATE SIGNATURE / TITLE DATE
Agreement is not effective until approved and executed by Hallmark Cards,
Incorporated in Kansas City, Missouri.
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SCHEDULE TO EXHIBIT 10.13
Identification of Substantially Identical Trademark Assignment and License
Agreements
1. ASSIGNMENT AND LICENSE AGREEMENT made as of April 28, 1982, by and among
HALLMARK CARDS, INC., A Missouri corporation, STONE'S SHOP, INC., an Illinois
corporation.
2. TRADEMARK ASSIGNMENT AND LICENSE AGREEMENT made as of July 18, 1984, by and
among HALLMARK CARDS, INC., a Missouri corporation, STONE'S SHOP, INC., an
Illinois corporation.
3. TRADEMARK ASSIGNMENT AND LICENSE AGREEMENT made as of August 13, 1984 by and
among HALLMARK CARDS, INC., a Missouri corporation, STONE'S SHOP, INC., an
Illinois corporation.
4. TRADEMARK LICENSE AGREEMENT made as of May 14, 1985, by and among HALLMARK
CARDS, INC., a Missouri corporation, STONE'S SHOP, INC., an Illinois
corporation.
5. TRADEMARK SUBLICENSE AGREEMENT made as of September 1, 1992, by and among
HALLMARK MARKETING CORPORATION (the Sublicensor), a Missouri corporation,
STONE'S SHOPS, INC. (the Sublicensee), an Illinois corporation.
6. TRADEMARK SUBLICENSE AGREEMENT by and among HALLMARK MARKETING CORPORATION
(the Sublicensor), a Missouri corporation, STONE'S SHOPS, INC. (the
Sublicensee), an Illinois corporation.
