Exhibit 10.21
TRADEMARK LICENSE AGREEMENT
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This Agreement, dated as of June 30, 1978, is by and between Lentheric,
Inc., a Delaware corporation ("Licensee"), having its principal office at
Appleton, Wisconsin, and XXX xxxxxxxxxxx, a Maryland corporation ("Licensor"),
having its principal office at Dayton, Ohio.
Licensee has purchased, on the date hereof, the business, assets and
properties of the Appleton Papers Division of Licensor, but Licensee has not
purchased the NCR Trademarks referred to hereinafter and the goodwill associated
therewith which are assets and properties of Licensor.
Licensee wishes to acquire from Licensor, on a royalty-free basis, the
exclusive right to use certain trademarks owned by Licensor and heretofore used
by Licensor in connection with the business of its Appleton Papers Division, and
Licensor wishes to grant such rights on such royalty-free basis to Licensee.
In consideration of the premises and of the mutual covenants contained
herein, and of the payment of $1 by Licensee and other good valuable
consideration, the receipt of which is hereby acknowledged by Licensor, the
parties hereto do hereby agree as follows:
1. Definitions. Unless the context clearly indicates to the
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contrary, the following terms as and wherever used herein, shall have the
following meanings:
1.1 The "NCR Trademarks" shall mean the following marks:
a. NCR Paper
b. Papier NCR
c. NCR [Logo] paper
d. NCR [Logo] Microscent
1.2 The "Products" shall mean chemical carbonless coated
paper, coated papers for printing and decorative purposes, coatings of various
substrates for technical, industrial and other needs and microencapsulated
products.
1.3 The "Licensed Rights" shall mean the rights granted to
Licensee pursuant to this Agreement.
1.4 The "Forms" shall mean forms, paper rolls, tags, labels
and products made from chemical carbonless copying paper.
2. Grant of Rights.
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2.1 Licensor for itself and on behalf of its subsidiaries
hereby grants to Licensee, for the terms and upon the conditions hereinafter set
forth, subject to the right of termination provided in Article 6 below, and
subject to the terms of all licenses and agreements identified on Exhibit A
hereto, the exclusive right and license to use the NCR Trademarks in connection
with the manufacture, sale and offering for sale of Products throughout the
World.
2.2 Licensee shall not be required hereafter to pay any
royalties or other monies or other consideration whatsoever to Licensor in
connection with the grant of Licensed Rights hereunder or the exercise of such
Licensed Rights hereafter, it being understood and agreed between Licensor and
Licensee that the Licensed Rights granted hereby are and shall at all times be
fully-paid.
2.3 The Licensed Rights hereby granted constitute only the
privilege of using the NCR Trademarks in connection with the Products as the
same are now or may hereafter be constituted. The Licensed Rights shall not
extend to any other goods or services now or hereafter soled by Licensee.
2.4 Licensor reserves unto itself the right to use the xxxx
"NCR" and all variations thereof anywhere in the World in connection with any
business or product and to license other companies to do so, and nothing
contained herein shall impair in any way Licensor's rights so to use and license
the xxxx "NCR", except for the exclusive rights granted herein, and except as
set forth in Section 2.5 hereof.
2.5 Licensor agrees that it will not, during or after the
term of this Agreement, whether this Agreement terminates at the conclusion of a
term hereof or pursuant to Article 6 hereof or otherwise, use the NCR Trademarks
in connection with the Products or license any other person or company to do so,
except that Licensor may use in all respects the xxxx "NCR" on Forms but may not
use the xxxx "NCR" followed by the words "paper" or "microscent" on or in
connection with any products whatsoever.
2.6 The Licensed Rights may be sublicensed by Licensee to its
subsidiaries, to B.A.T. Industries Limited, and to all of the subsidiaries of
and related companies controlled by B.A.T. Industries Limited, without
restriction and without Licensor's consent provided that each sublicensee agrees
in writing (for the benefit of Licensor) to comply with all of the provisions of
this Agreement. Licensee may no sublicense the Licensed Rights to any other
person or company without first obtaining the prior written consent of Licensor.
2.7 Licensor agrees that should it sell its business relating
to Forms it will not, in connection with that transaction, sell or license the
right to use "NCR" in connection therewith.
3. Licensee's Acceptance and Exercise of Rights; Acknowledgment
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of Licensor's Ownership.
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3.1 Licensee hereby accepts the Licensed Rights granted to it
by Licensor in Article 2 hereof and agrees to exercise such Licensed Rights in
material compliance with the material terms and conditions of this Agreement.
Without limiting the generality of the foregoing, Licensee agrees to use the NCR
Trademarks only in connection with the Products.
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3.2 Licensee agrees that as between Licensor and Licensee the
NCR Trademarks are and shall be and remain the sole and exclusive property of
Licensor; and that Licensee has and will hereby acquire pursuant hereto no
ownership rights in the NCR Trademarks.
3.3 The use of the NCR Trademarks by Licensee and any
sublicensee of Licensee shall inure to the benefit of Licensor only.
4. Term of Grant. The Licensed Rights granted hereunder are for a
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period of five years commencing on the date hereof. Licensee shall have the
option to renew this license for nineteen additional periods of five years each
on the same terms and conditions provided Licensee gives Licensor written notice
of each such renewal at least six months prior to the expiration of the initial
or any subsequent five-year period.
5. Certain Rights of Licensor.
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5.1 Licensee agrees that the quality of Products sold by it
under the NCR Trademarks will meet or exceed the quality of the Products
previously sold under the NCR Trademarks by the Appleton Papers Division of
Licensor. Licensee shall submit representative samples to Licensor of all the
Products sold under the NCR Trademarks during February and August of each year.
Licensor shall notify Licensee of any deficiency in quality and Licensee shall
promptly take action to correct that deficiency and shall supply Licensor with a
specimen of the Product with the claimed deficiency in quality remedied.
5.2 For the limited purpose of enabling Licensor to supervise
the nature and quality of the Products manufactured by Licensee under the NCR
Trademarks, Licensee grants to Licensor a right to visit semi-annually the
premises of Licensee, upon reasonable notice and during normal business hours,
solely for the limited purpose of inspecting the nature and quality of the
Products manufactured by Licensee under the NCR Trademarks but not to inspect
the manufacturing processes.
5.3 Licensee agrees to send to Licensor representative
specimens of all labeling, packaging, advertising or other material prepared by
Licensee, its agents or sublicensees which makes any use of the NCR Trademarks.
Licensor has the right to require changes to be made in such materials for the
sole purpose of insuring proper use of the NCR Trademarks and Licensor shall be
the sole judge of what shall constitute proper use but shall exercise its
judgment reasonably.
6. Termination. Licensor may, at its option, terminate this
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Agreement and the grant of the Licensed Rights hereunder if there shall occur a
material breach by Licensee of any of the material terms and conditions of this
Agreement which breach shall continue for a period of six months after Licensee
has received written notice thereof from Licensor.
7. Registrations. Licensor shall apply to register the NCR
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Trademarks in connection with the Products as requested by Licensee, in
Licensor's name, and shall maintain existing registrations and all subsequent
registrations for the NCR Trademarks in full force and effect during the term of
this license to the best of its ability. Licensee agrees to execute and deliver
to Licensor, promptly on request, any documents which Licensor may reasonably
request to enable
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or assist Licensor in obtaining and protecting rights under the NCR Trademarks.
Licensor shall keep Licensee reasonably and currently advised in writing of all
such registrations and similar rights. Licensor agrees to execute and deliver to
Licensee, promptly on request, any documents which Licensee may reasonably
request to enable or assist Licensee in obtaining the benefit of the rights
granted to Licensee herein.
8. Infringements.
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8.1 If Licensor or Licensee receives any information to the
effect that any third party is using the NCR Trademarks, or any similar
trademark, in connection with the Products, or any similar or related product,
it shall immediately give written notice thereof to the other.
8.2 In the event such notice is given, the decision as to
whether to institute or maintain action rests solely with Licensor, but in
reaching any such decision Licensor shall give bona fide and reasonable
consideration to the needs of Licensee for protection in its use of the NCR
Trademarks.
8.3 In the event Licensor decides to institute or maintain
any action or proceeding to protect the NCR Trademarks, such action shall be at
Licensor's expense except as may otherwise be agreed between Licensor and
Licensee. Respecting any monetary recovery for infringement of the NCR
Trademarks on the Products in such actions or proceedings, Licensor's total
expenses and fees in such an action or proceeding shall be deducted and
reimbursed to Licensor from any monetary recovery and, thereafter, any remainder
shall belong to and be paid by Licensor to Licensee.
9. Miscellaneous.
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9.1 Notices. All notices, requests and demands to or upon the
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respective parties hereto shall be deemed to have been given or made when
deposited in the mail, first class mail, registered and postage prepaid, or, in
the case of telegraphic notice, when delivered to the telegraph company,
addressed as set forth below or to such other address as may be hereafter
designed in writing by the respective parties hereto:
9.1.1 if to the Licensor, to
XXX Xxxxxxxxxxx
0000 Xxxxx Xxxxxxxxx Xxxx.
Xxxxxx, Xxxx 00000
Attention: Vice President and General Counsel
9.1.2 if to the Licensee, to
Lentheric, Inc.
X.X. Xxx 000
Xxxxxxxx, Xxxxxxxxx 00000
Attention: President
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or to such other address as any such party shall notify the other.
9.2 No Waiver; Cumulative Remedies; Amendments.
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No failure to exercise and no delay in exercising, on the part of any party
hereto, any right, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided are cumulative and not exclusive of any rights or remedies provided
bylaw. No modification, or waiver of any provision of this Agreement nor consent
to any departure form the provisions hereof or thereof, shall be effective
unless the same shall be in writing from the party so modifying, waiving or
consenting and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which it is given. No notice to any
party shall entitle such party to any other or further notice in other or
similar circumstances unless expressly provided for herein. No course of dealing
between or among any of the parties shall operate as a waiver of any of their
respective rights under this Agreement.
9.3 Captions. The captions of the various sections of this
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Agreement have been inserted only for only for the purposes of convenience, and
shall not be deemed in any manner to modify, define, enlarge or restrict any of
the provisions of this Agreement.
9.4 Survival of Agreements. All agreements, representations
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and warranties made herein and in any certificates delivered pursuant hereto
shall survive the execution and delivery of this Agreement and shall continue in
full force and effect.
9.5 Successors and Assigns. This Agreement shall be binding
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upon and inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that this Agreement may not be
assigned by Licensee, except in the case of the sale or other disposition of
all, or substantially all, of its assets and business relating to the Products,
without the prior written consent of Licensor. No assignment of any right or
benefits hereunder shall relieve any obligation of the assignor hereunder
without the written consent of the other party.
9.6 Counterparts. This Agreement may be executed
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simultaneously in two or more counterparts, each of which shall be deemed an
original.
9.7 Governing Law. This Agreement shall be construed in
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accordance with and governed by the laws of the State of New York without giving
effect to the New York conflict of laws principles.
9.8 Expenses. Except as otherwise specifically provided
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herein, each party to this Agreement shall bear and pay its own respective costs
and expenses in connection with the preparation, execution and delivery of this
Agreement and the transactions contemplated hereby, including, without
limitation, any and all legal and accounting fees and expenses.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their respective officer or officers thereunto duly
authorized.
LENTHRIC, INC.
By: /s/ [Signature illegible]
XXX XXXXXXXXXXX
By: /s/ [Signature illegible]
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EXHIBIT A
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Certain Licenses and Agreements
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1. Use of NCR Trademark by Mitsubishi Paper Xxxxx.
2. Use of NCR Trademark by ALPHA Spezialpapiere Handelsgesellschaft M.b.H
(ALPHA) pursuant to the terms of an agreement between ALPHA and the
Appleton Paper Division of Licensor, which has heretofore been
furnished to Licensee.
3. Use of NCR Trademark by general sales agents of XXX Xxxxxxxxxxx located
in the following countries:
Bermuda Bolivia
Denmark Equador
Greece Honduras
Israel Taiwan
Venezuela West Indies
(Trinidad)
Such use is authorized pursuant to agreements between Licensor and such
agents in substantially the form of the agreement attached hereto as
Annex 1. Licensor shall use its best efforts to cause such agents to
use the NCR Trademarks only on paper products emanating from Licensee.
4. Use of NCR Trademark by distributors of certain subsidiaries of
Licensor which are identified in Annex 2 hereto and the written
agreements granting such rights have heretofore been furnished to
Licensee. Licensor shall use its best efforts to cause such
distributors to use the NCR Trademarks only on paper products emanating
from Licensee.
ANNEX 1
TO EXHIBIT A
[NCR Logo]
INTERNATIONAL
DISTRIBUTORSHIP
AGREEMENT
INTERNATIONAL DISTRIBUTORSHIP AGREEMENT
THIS AGREEMENT made at Dayton, Ohio, U.S.A. to be effective as of
__________________ by and between XXX XXXXXXXXXXX, a Maryland corporation
(hereinafter referred to as "COMPANY.") and ___________________________________
(hereinafter referred to as "AGENT"),
WITNESSES THAT,
WHEREAS, COMPANY is organized for the purpose, among other things, of the
manufacture, sale, lease, maintenance, repair and service of a variety of
business systems, business machines, electronic data processing equipment and
software, and repair and replacement parts thereof, (hereinafter referred to as
the "Products"); and
WHEREAS, COMPANY believes such purpose can be best accomplished in the area
specifically described in Schedule 1 of this Agreement (hereinafter referred to
as the "Territory") by the appointment of an independent, adequately capitalized
distributor with properly located and well-equipped facilities, and which
employs a competent and adequately trained staff and which shall have the
exclusive right to sell and service the Products in the Territory; and
WHEREAS, COMPANY expects such distributor to develop the potential within
the Territory for the sale and service of the Products, to assist customers in
the selection of appropriate Products for customer use, to provide timely and
competent service and support, and to properly maintain good customer relations;
and
WHEREAS, AGENT desires to obtain such exclusive right to sell and service
the Products in the Territory, recognizing and acknowledging that satisfactory
performance by AGENT will require investment in education and training which has
no marketable value outside the performance of this Agreement;
In consideration of the mutual covenants contained herein, the parties
agree as follows:
Selling Rights
1. Subject to the terms and conditions of this Agreement and subject to
such general rules and instructions as COMPANY may issue.
a. COMPANY hereby grants to AGENT the exclusive right to purchase the
Products and parts thereof from COMPANY for sale, lease or other
disposition in the Territory. COMPANY further grants to AGENT the exclusive
right to provide company-authorized service and maintenance of the Products
in the Territory. The exclusive rights granted hereunder shall apply to new
Products as well as to Products currently listed in COMPANY's international
price list, but AGENT shall not offer for sale or advertise any new Product
without first obtaining the written consent of COMPANY.
b. It is understood and agreed that the sole and exclusive rights
granted under this Agreement are personal in character and are not
assignable without the written
consent of COMPANY. It is further understood and agreed that AGENT shall
inform COMPANY of its underlying ownership structure at every level, and
shall give COMPANY prior notification of all significant changes at any
level of its ownership structure in a manner such that COMPANY will at all
times be fully aware of the actual ownership and control of AGENT at each
tier in any ownership hierarchy which may exist.
Distributor Not An Agent
2. Notwithstanding the designation of AGENT by that title herein and in
COMPANY's general nomenclature, it is mutually agreed that the relationship of
the parties shall be and at all times remain one of independent contractors, and
that AGENT shall have no authority to assume or create any obligations on
COMPANY's behalf in respect to the Products or otherwise. AGENT shall have the
right to represent itself as the exclusive distributor of COMPANY in the
Territory, but shall not in any way represent itself as having authority to
assume or create obligations on behalf of COMPANY.
Term
3. Unless terminated earlier pursuant to paragraph 13 hereof, this
Agreement shall be for an initial term of three years. Thereafter, either party
shall have the right to terminate this Agreement at will pursuant to the
provisions of paragraph 13 hereof.
Orders
4. a. Agent shall actively promote the sale of the Products in the
Territory. COMPANY shall fill with all practicable dispatch all orders
which it may accept under this Agreement, but reserves the right to reject
any orders for any reason. COMPANY shall fill all orders from AGENT which
it accepts on a priority equal to that with which it fills orders from its
own international branches and subsidiaries.
b. AGENT shall reimburse COMPANY for any reconstruction charges on
Products ordered by AGENT which are ordered changed or canceled entirely by
AGENT after the manufacturing process of such Products has begun. It is
agreed that no reconstruction charges will be claimed when the process of
manufacture has not advanced beyond the stage where the work accomplished
can be readily diverted to fill other orders.
c. It is mutually agreed that COMPANY shall not be liable to AGENT for
any delay in filling orders, including, by way of example but not limited
to, delays caused by strikes, being overcrowded with prior orders, acts of
God, and delay in payments by AGENT.
Prices
5. COMPANY agrees to sell the Products made for international trade to
AGENT, and AGENT agrees to pay for such Products as it may from time to time
order at the prices established by COMPANY as now in effect or as hereafter may
be amended from time to time.
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COMPANY reserves the right to alter its prices charged AGENT, but shall give due
notice to AGENT of any such alteration, and the date such alteration shall
become effective.
Delays in Shipment
6. In the event of any condition beyond the control of COMPANY, including
but not limited to, extraordinary traffic conditions, states of belligerency,
and inability to obtain any governmental permissions, delays the shipment of any
Products ordered under this Agreement, COMPANY reserves the right to defer such
shipment until such condition is removed. If AGENT does not cancel such deferred
order, COMPANY may charge quarterly interest on the purchase price at the rate
according to the COMPANY's policy then prevailing. In the event that such a
delay shall extend beyond a reasonable period, as determined by COMPANY, AGENT
shall cancel such deferred order upon written notice from COMPANY of not less
than thirty (30) days.
Payments
7. AGENT shall promptly make all payments due under this Agreement by
cash against documents, or by certified irrevocable letter of credit guaranteed
by a U.S. bank, or upon such other terms as may be established by COMPANY.
Payments for Products shall be made in either the currency of the country making
shipment or the currency quoted in COMPANY's international price list as shall
be determined by COMPANY, or otherwise as shall be determined by mutual
agreement.
Operation of Business
8. a. AGENT shall employ sufficient competent technicians, field
engineers, programmers, analysts or other maintenance personnel to repair
and maintain all Products within the Territory in a manner satisfactory to
COMPANY. AGENT shall maintain adequate stocks of supplies and repair parts
to enable it to provide such satisfactory service.
b. COMPANY shall, if requested by AGENT, provide such technical and
promotional training, sales support and system service support as COMPANY
shall deem appropriate. For such training and support, AGENT shall pay to
COMPANY in accordance with COMPANY's prevailing policy and rates.
c. AGENT agrees to maintain properly equipped premises with suitable
fixtures and a competent corps of marketing and maintenance personnel for
the furtherance and exclusive sale of the Products.
d. AGENT shall give with each Product a written warranty or guarantee
of its performance in accordance with the terms established by COMPANY, or
in accordance with such other terms as may be mutually agreed upon.
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Sales Of Other Makes
9. Absent the written consent of COMPANY, AGENT shall not itself, or in
association with others, sell or assist in the sale of any new or used products
of the kind described herein, except those manufactured and sold to it by
COMPANY and those of other manufacturers from whom COMPANY has received selling
rights in the Territory, and except those used products which AGENT may take as
legitimate trade-ins for other Products.
Multinational Accounts and Sales in Other Territories
10. a. AGENT agrees to comply with COMPANY's policies regarding sales in
other territories. The parties recognize and acknowledge that such policy
may require payments by AGENT to other persons or organizations of a
portion or all of the price of Products which AGENT may sell in other
territories, and further recognize that such policy may require payments to
AGENT of a portion or all of the price of Products sold in the Territory by
other persons or organizations.
b. AGENT further agrees to comply with COMPANY's policy regarding
sales to certain customers designated as Multinational Accounts.
Reports
11. AGENT shall prepare and transmit to COMPANY such reasonable reports as
COMPANY shall specify. AGENT shall compile and keep accurately revised, a list
of names of all customers already using the Products as well as a list of
prospective customers. When requested by COMPANY, AGENT shall transmit the lists
referred to herein to COMPANY, without cost to COMPANY.
Confidentiality
12. Neither party shall disclose information transmitted by the other
party which is clearly identified as confidential to any third party. The
following information shall not be considered confidential:
a. Information in the public domain at the time of its transmittal.
b. Information which becomes a part of the public domain after its
transmittal except as a result of the fault of one of the parties.
c. Information which the transmitting party agrees may be disclosed.
Termination
13. a. Notwithstanding the provisions of paragraph 3 hereof, AGENT shall
have the right to terminate this Agreement at will by serving written
notice to COMPANY of not less than one hundred and eighty (180) days. After
the expiration of the initial term of this Agreement, either party shall
have the right to terminate this Agreement at will by
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serving written notice upon the other party of not less than one hundred
and eighty (180) days.
b. It is mutually agreed that a material default in the performance
of any of the provisions of this Agreement by either party shall give the
non-defaulting party the right to terminate the Agreement for cause. In the
event that the non-defaulting party chooses to exercise this right, written
notice must be given to the other party at least ten (10) days before the
date the non-breaching party wishes to terminate.
c. Any of the following events shall constitute an automatic
termination of this Agreement:
(i) Any governmental act or the judgment or decree of any court
of competent jurisdiction which renders impossible or reasonably
frustrates the continued performance of the Agreement;
(ii) The filing by either party of a petition in voluntary
bankruptcy in any court of competent jurisdiction;
(iii) The adjudication, not stayed, discharged, rescinded or
reversed within a period of thirty (30) days of either party as a
bankrupt by any court of competent jurisdiction.
In the event of an automatic termination no notice is required to be
given to either party.
d. COMPANY shall have the right to cancel, by giving written notice
to that effect to AGENT, any part of the Territory without suspending the
provisions of the Agreement with respect to the remaining parts of the
Territory. It is mutually agreed that COMPANY will only cancel such parts
of the Territory in which AGENT cannot, or is not in the position,
adequately to sell, lease, or otherwise dispose of or service the Products,
of which COMPANY shall be the sole judge. In the event that COMPANY chooses
to exercise this right, written notice must be given to AGENT at least one
hundred and eighty (180) days before the effective date of cancellation as
indicated in such notice.
e. COMPANY shall have the right to cancel AGENT's exclusive right to
sell, lease, otherwise dispose of or service certain of the Products,
which, in the sole judgment of COMPANY, AGENT cannot or is not in the
position adequately to sell, lease, otherwise dispose of or service. In the
event that COMPANY chooses to exercise this right, written notice must be
given to AGENT at least one hundred and eighty (180) days before the
effective date of cancellation as indicated in such notice.
Rights on Termination
14. a. In the event of any termination of this Agreement, COMPANY shall
have the option to purchase on the effective date of the termination all or any
part of the stock and supplies of AGENT which relate to AGENT's COMPANY-related
business upon the following terms:
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(i) New Products may be purchased by COMPANY at the net
transfer prices based on the then current international price list,
plus duties and importing charges, less any necessary repairs or
modifications to enable such Products to be sold as new.
(ii) Used Products may be purchased at the actual cost paid by
AGENT to COMPANY, plus duties, importing charges and improvements,
less an annual depreciation in accordance with the NCR accounting
policy then prevailing. All Products having been leased, loaned, or
otherwise in use, but never sold, will be classed as Used.
(iii) All products received by AGENT as trade-ins may be
purchased by COMPANY on the basis quoted in COMPANY's then current
international price list.
(iv) Supplies, repair parts, tools and test equipment may be
purchased by COMPANY at cost, plus duties and importing charges.
(v) All other accessories, equipment and personal property
necessary for the carrying on of AGENT's business may be purchased by
COMPANY at cost, plus duties and importing charges, less an annual
depreciation of not less than ten percent (10%) for each year's use.
b. In the event of any termination of this Agreement, AGENT shall
assign to COMPANY all maintenance agreements, all lease agreements for
which NCR has purchased the underlying Products pursuant to item a. of this
paragraph, and all contracts for the sale of Products in which the purchase
price has been financed and in which Company has purchased the underlying
Products pursuant to item a. hereof. In each case in which prepaid amounts
have been received by AGENT for any agreement assigned to COMPANY pursuant
to this paragraph, AGENT shall pay to COMPANY upon such assignment an
amount equal to that portion of the total payments due under such assigned
agreement which bears the same relation to such total payments as the
period of the agreement assumed by COMPANY bears to the total period of the
agreement, but in no event shall such amount exceed the total of any
prepayment received by AGENT for each assigned agreement.
c. As used in this paragraph, the "termination" shall mean the
termination of the entire Agreement (paragraphs 13 a., b. and c.), the
termination of AGENT's exclusive right to sell the Products in a part of
the Territory (paragraph 13 d.), or the termination of AGENT's exclusive
right to sell certain of the Products (paragraph 13 e.). In the event of
cancellation of part of the Territory, COMPANY's options listed in items a.
and b. above shall refer to those Products located in such part of the
Territory and/or contracts with customers located in such part of the
Territory. In the event of the termination of AGENT's exclusive right to
certain of the Products, the options listed in items a. and b. above shall
refer to those certain Products.
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d. COMPANY shall have the right to assign any or all of the options
listed in items a. and b. of this paragraph to any other person whom it may
designate, who shall have the same rights of purchase and delivery as
herein provided for COMPANY.
e. The exercise of any or all the options listed in items a. and b. of
this paragraph is accomplished by COMPANY's giving notice by cable or
telegram of at least five (5) days to the AGENT.
Trade-marks, Patents and Use Of COMPANY's Name
15. It is agreed that all trade-marks, patents, copyrights, and similar
exclusive privileges incident to the business, are the property of COMPANY. In
no case, without the express written permission of COMPANY, shall AGENT acquire
for itself, or in its name, or on its behalf, the property above described, nor
without such permission shall AGENT employ COMPANY's name as descriptive of its
business organization. COMPANY hereby grants to AGENT the right to use all
COMPANY's trademarks on a royalty-free basis.
Governing Law
16. It is mutually agreed that any disputes or litigation which may arise
under this Agreement will be governed by the laws of and shall be brought in the
courts of the State of Ohio, United States of America.
Agreement Inclusive
17. It is mutually agreed that this Agreement covers all contracts and
agreements relating to the Territory between the parties, and that all other
contracts between the parties which relate to the Territory are hereby
terminated. It is further agreed that this Agreement is subject to amendment
from time to time, but only written amendments which are duly signed by both
parties shall be effective on either party.
Notices
18. All notices required under this Agreement shall be deemed given if
delivered by certified mail at the following addresses:
TO COMPANY: XXX Xxxxxxxxxxx
Xxxxxx, Xxxx 00000
Attn: Vice President, General Sales Agents
To AGENT:
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Waiver Of Breach
19. No waiver of breach of any of the provisions of this Agreement shall be
construed to be a waiver of any succeeding breach of the same or any other
provision.
Severability
20. It is mutually agreed that it any part, term, or provision of this
Agreement is by the courts held to be illegal or in conflict with any law of the
state or country where made, the validity of the remaining portions or
provisions shall not be affected, and the rights and obligations of the parties
shall be construed as if the Agreement did not contain the particular term or
provision held to be invalid.
IN WITNESS WHEREOF, the said parties have respectively signed this
Agreement on the _____ day of _____________________, 19____.
Witness COMPANY: XXX XXXXXXXXXXX (COMPANY)
(1)__________________________________ By:_________________________________
(2)__________________________________
Witness AGENT _________________________ (AGENT)
(1)__________________________________ By:_________________________________
(2)__________________________________
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SCHEDULE 1
TERRITORY
AGENT:
Effective Date
In accordance with the provisions of the Agreement dated __________________
between XXX Xxxxxxxxxxx and __________________________________ the territory is
described as follows:
This Territory Schedule supersedes as of its effective date any previous
Territory Schedule.
Signed by the parties to be effective on the date stated above.
Witness COMPANY: XXX XXXXXXXXXXX (COMPANY)
(1)__________________________________ By:_________________________________
(2)__________________________________
Witness AGENT _________________________ (AGENT)
(1)__________________________________ By:_________________________________
(2)__________________________________
SCHEDULE 2
AMENDMENTS
ANNEX 2
TO EXHIBIT A
DISTRIBUTOR AGREEMENTS
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France
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Agreement with Papeteries xx Xxxxxx & Des Gorges.
Germany
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Agreements in force with the following eight companies:
Gebruder Xxxxx GmbH Xxxx Xxxxx
7100 Heilbronn 1000 Berlin 44
Xxxxxxxxxxxxx. 00 Xxxxxx. 00-00
Xxxxxxxx & Xxxxxxx Xxxxxxxx & Xxxxxxx GmbH
5000 Koln-Xxxxx 8900 Augsburg
Xxxxxxxxxx. 00 Xxxxxxxxxxx Xxx. 00
Xxxxx Xxxxxxxxx Merkur Papiergrosshandel GmbH
3011 Empelde 6670 St. Ingbert
Xxxxxxxxx. 00 Xxxxxxxxxxx
Xxxxxxx Xxxxxxxxx & Co. Xxxxxxxx
2057 Reinbek 5870 Xxxxx
Xxxxxxxxxxxx. 00 Xxxxxxxx. 000-000
Xxxxx
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Agreements in force with:
Xx. Xxxxx Xxxxxxx Mr. Aldo Mal.xxxxx
Xxxxx Xxxxxx Xxxxx, 0 Xxx Xxxxxxx, 00
20129 Milan Milan
Netherlands
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Agreement in force with:
Hens Papier Groothandel X.X.
Xxxxxxxxxx 00
Xxxxxxx
Xxxxxx
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Agreement in force with Svenskt Papper AB
Switzerland
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Agreements in force with:
SIHL-Xxxxxxx Papierfabrik an der Sihl
Xxxxxxxxxxxxxxxxx 00
0000 Xxxxxx
Xxxxxxx Papier AG
Xxxxxxxxxx. 00
0000 Xxxxxx
In addition, there are oral agreements with the following companies,
which agreements are believed to be similar to the agreement with Xxxxxxx Papier
AG:
Xxxxxxx-Xxxxxx XX XXXXX & Xxxxx
Xxxxxxxxxxxx. 0 Xxxxxxxxxxx. 175
CH-6002 Luzern XX-0000 Xxxxxx
Bucherer-Kurres x.Xx.
Auf dem Wolf 31
XX-0000 Xxxxx
2
