EXHIBIT 10.13
TRADEMARK LICENSE AGREEMENT
This Trademark License Agreement ("Agreement") is made and entered into
effective as February 4, 2004, by and between DEL MONTE CORPORATION, a Delaware
corporation with a principal business address of Xxx Xxxxxx @ Xxx Xxxxxxxx, Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000 ("LICENSOR"), and COFFEE HOLDING CO., INC., a Nevada
corporation with a principal business address of 0000 Xxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxxx, Xxx Xxxx 00000 ("LICENSEE").
RECITALS
A. LICENSOR is the owner of the trademarks S&W, IL CLASSICO and S&W and
design and the registrations thereof listed on Schedule A attached hereto and
made a part hereof (collectively, the "Marks").
B. LICENSEE operates a wholesale coffee business, including manufacturing,
roasting, packaging, marketing and distributing roasted and blended coffees for
private label accounts and its own brands.
C. LICENSEE desires to obtain the exclusive right to use the Marks on and
in connection with the production, manufacture, distribution and sale in the
United States (the "Territory") of certain coffee products as described more
fully in Section 1 of this Agreement. LICENSOR is willing to grant LICENSEE the
right to use the Marks in said Territory, upon the terms and conditions
hereinafter set forth:
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Grant of License
LICENSOR hereby grants to LICENSEE, subject to the terms and conditions of
this Agreement, an exclusive license to use the Marks solely in the Territory
and solely on and in connection with the production, manufacture, distribution
and sale of roasted whole bean and ground coffee for distribution at the retail
distribution level (the "Products"). The license does not include the right to
use the Marks on or in connection with any other products or activity and does
not include the right to use the Marks outside of the Territory. All rights not
expressly granted herein are retained by LICENSOR. LICENSEE acknowledges that
use of the Marks by LICENSOR on a global Internet web site or successor
technology to identify Products sold outside the Territory does not violate this
Agreement.
2. Royalty Payments
(a) In consideration for the license granted herein, LICENSEE agrees
to pay LICENSOR royalties as follows:
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(i) Annual royalties on Net Sales of the Products at the rate of
two percent (2%) of annual Net Sales
(ii) A minimum annual royalty for each contract year (the "Minimum
Annual Royalty"), as follows:
Year 1: $25,000
Year 2: $25,000
Year 3: $25,000
Year 4: $25,000
Year 5-10: $50,000
Year 1 shall include the period from the date of this Agreement through December
31, 2004. Each contract year thereafter shall commence on January 1 and
terminate on December 31.
(b) "Net Sales" as used in this Agreement shall mean LICENSEE's
gross sales value (the gross invoice amount billed customers) of the Products,
less discounts and customer allowances and less returns and damage claims up to
the amount of the actual sales value of the Products.
(c) Royalties earned shall be computed and reported for each
calendar quarter and shall be due and payable within thirty (30) days of the end
of each quarter. Each royalty payment shall be accompanied with a royalty report
that sets forth for the most recent quarter and calendar year-to date, in
reasonable detail, (i) gross sales of the Products, (ii) Net Sales of the
Products with detail showing the calculation of Net Sales from gross sales, and
(iii) the royalty payment for the most recent quarter and the calculation
thereof. The royalty report shall include a statement signed by a duly
authorized officer of LICENSEE certifying the accuracy of such report and the
computation of royalties earned and payments made.
(d) To the extent royalties paid during any contract year are less
than the Minimum Annual Royalty, LICENSEE shall pay such difference to LICENSOR
within thirty (30) days of the end of such contract year (together with the
fourth quarter royalty payment).
(e) Amounts not paid when due will bear interest at the lower of the
maximum lawful interest rate or a rate of one percent (1.0%) per month.
(f) Should LICENSEE terminate this Agreement or cease sales of
Products within a given year, LICENSEE shall be liable to LICENSOR for the full
Minimum Annual Royalty for such contract year in addition to any other remedies
to which LICENSOR shall be entitled by operation of law.
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3. Ownership of the Marks
(a) LICENSEE hereby acknowledges that LICENSOR is the owner of the
Marks and that LICENSEE's right to use the Marks is limited and derived solely
from this Agreement. LICENSEE acknowledges that it shall not acquire any rights
of ownership whatsoever in the Marks as a result of LICENSEE's use thereof, and
that all goodwill arising from ownership of the Marks (as distinguished from any
enhancement of value to LICENSEE's business arising from the license granted
hereunder) shall inure exclusively to the benefit of LICENSOR. LICENSEE shall
include on all packages, cartons and containers in which the Products are
marketed and on all labels and advertising and promotional material, the name
and address of LICENSEE as manufacturer of the Products and the phrase "S&W is a
registered trademark used under license," or equivalent approved in writing by
LICENSOR.
(b) LICENSEE agrees to execute and deliver to LICENSOR, upon
LICENSOR's request, all documents which are necessary or desirable to secure or
preserve LICENSOR's rights in or registrations of the Marks or to record this
Agreement, as appropriate, or to cancel such registrations or recordations, as
appropriate. LICENSEE further agrees to assist LICENSOR in registering,
maintaining and reporting the Marks and use thereof as requested by LICENSOR.
LICENSEE will pay its own costs and expenses in this regard. All registration,
recordal and maintenance costs of the Marks shall be at the sole cost and
expense of LICENSOR.
(c) Each of LICENSEE and LICENSOR hereby represents and warrants to
each other that (i) it has full corporate power and authority to enter into this
Agreement and to perform its obligations hereunder; (ii) this Agreement has been
duly authorized by all necessary action on its part; and (iii) neither execution
of this Agreement by it nor performance of its obligations hereunder will
constitute a breach of any agreement to which it is a party. LICENSOR further
represents and warrants to LICENSEE that (i) neither execution of this Agreement
by it nor performance of its obligations hereunder will constitute a breach of
any agreement to which any of the Marks is subject and (ii) all necessary
consents have been obtained by persons who claim a security interest in the
Marks, or any of them.
4. Term
Subject to Section 8 hereof, this license shall commence as of the
date of this Agreement and continue for an initial term of ten (10) years ending
at the close of business on December 31, 2014. Thereafter, subject to Section 8,
his Agreement shall continue automatically for up to two (2) additional terms of
five (5) years each, unless either party provides written notice of non-renewal
to the other party no less than six (6) months in advance of the expiration of
the initial term or any subsequent renewal term.
5. Quality Control and Other Conditions
LICENSEE acknowledges the importance to LICENSOR and to its
reputation and goodwill, and to the public, of maintaining high, uniform
standards of quality in the Products produced, manufactured, distributed and
sold under the Marks. Therefore, LICENSEE agrees to:
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(a) Use the Marks in a manner that will protect LICENSOR's rights
and goodwill therein, including the use of all notices, legends or markings that
may be required by LICENSOR in order to give appropriate notice of any of the
Marks. No additional markings, legends or notices shall be used by LICENSEE on
Products without first obtaining LICENSOR's prior written approval, other than
LICENSEE's corporate identification;
(b) Prior to marketing the Products in the Territory (including any
subsequent new Products), submit to LICENSOR for approval production samples
(including packaging) of the Products (the "Pre-Production Samples"), with
LICENSOR's approval thereof not to be unreasonably withheld or delayed. LICENSEE
shall not commence distribution of the Products in the Territory until LICENSOR
has communicated its approval of the Pre-Production Samples to LICENSEE in
writing and all Products subsequently manufactured for distribution in the
Territory shall conform to the Pre-Production Samples;
(c) Produce and manufacture Products according to specifications and
other quality control standards established or approved by LICENSOR, the details
of which shall be supplied in writing by LICENSOR to LICENSEE from time to time;
(d) Submit proposed new varieties for Products for written approval
by LICENSOR according to procedures provided to LICENSEE by LICENSOR;
(e) Affix the Marks to or on packaging, advertising and promotional
materials only according to the formats, logo types, colors, styles and
specifications used by LICENSOR as of the date of this Agreement or according to
any other formats, logo types, colors, styles and specifications as shall be
specifically approved in advance by LICENSOR in writing;
(f) Not use the Marks in any way other than expressly set forth
herein, except in such form and manner as shall be specifically approved in
advance by LICENSOR in writing, and according to specifications provided by
LICENSOR to LICENSEE;
(g) In no event use any of the Marks in any way outside the
Territory or in connection with any other good or service other than the
Products, except as permitted under any other written license between the
parties;
(h) Submit to LICENSOR at LICENSOR's request, but not more than once
in each calendar year, a complete list and representative samples of each
variety of the Products and of all packaging, advertising and promotional
materials bearing the Marks in order that LICENSOR may confirm, among other
things, that (i) the Products conform to the specifications approved by
LICENSOR, (ii) the Products are of merchantable quality and free from defects in
workmanship and materials, and (iii) the use of the Marks on the Products
conforms to the terms set forth herein;
(i) To the extent permitted by law, use all reasonable efforts to
ensure that purchasers of Products do not distribute or sell or cause or assist
the distribution or sale of
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Products outside the Territory;
(j) Comply with all applicable laws and statutes, ordinances,
regulations, rules and decisions (each a "Law") adopted by any governmental
authority, including without limitation, Laws which prohibit adulteration and
misbranding, including, without limitation, the United States Federal Food, Drug
and Cosmetic Act of June 25, 1938, as amended (the "Federal Act"), and state
food and drug laws and Laws which prohibit production and shipment of goods in
violation of Section 404 or 301(d) of the Federal Act; and
(k) Follow any other standards as may be reasonably necessary to
maintain LICENSOR's rights in the Marks and as conveyed by LICENSOR to LICENSEE
in writing.
6. Quality Control Enforcement
(a) If LICENSOR notifies LICENSEE that LICENSOR has determined that
certain Products do not comply with any of the provisions set forth in Section 5
("Deficient Products"), LICENSEE shall cure such noncompliance promptly, but in
no event later than thirty (30) days, after LICENSEE's receipt of such notice.
In the event that LICENSOR determines that such noncompliance has or may have an
adverse effect on public health or safety, LICENSEE shall immediately ensure
that all such Deficient Products are removed from production, manufacture,
distribution and sale within forty-eight (48) hours.
(b) If LICENSOR gives LICENSEE notice of LICENSEE's noncompliance
with this Section and LICENSEE continues (i) to permit the production,
manufacture, distribution or sale for more than forty-eight (48) hours of
Deficient Products which have an adverse effect on public health or safety, or
(ii) to produce, manufacture, distribute or sell for more than thirty (30) days
Products that are deficient for any other reason provided under this Section 6,
then LICENSOR shall be entitled, without limiting any other remedies which
LICENSOR may have under this Agreement or at law or in equity, to seek an
injunction against further production, manufacture, distribution and sale of
such Deficient Products.
7. Inspection
In order that LICENSOR may ascertain LICENSEE's compliance with the
provisions of this Agreement, LICENSOR directly or through its agents may, at
any time during business hours, upon prior written notice of at least two (2)
business days, inspect the production, manufacturing, distribution and sale
facilities of LICENSEE (or of any co-packer or other contractor retained by
LICENSEE) used in connection with the Products. In the event that LICENSOR shall
notify LICENSEE of modifications or changes to LICENSEE's production,
manufacture, distribution or sale of the Products that are required in order for
LICENSEE to comply with or maintain any of the standards set forth herein,
LICENSEE shall promptly implement such modifications or changes, but in no event
later than thirty (30) days from receipt of such notice from LICENSOR.
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8. Termination by LICENSOR
The occurrence of any of the following events shall constitute good
cause for LICENSOR, at its sole and absolute option and without prejudice to any
other rights or remedies provided for hereunder or by law or equity, to
immediately terminate this Agreement by giving written notice to LICENSEE:
(a) If LICENSEE breaches Section 6 or 15 of this Agreement;
(b) If LICENSEE breaches any other term or condition of this
Agreement and LICENSEE fails to cure such breach within thirty (30) days after
notice thereof from LICENSOR;
(c) If any Products are sold or distributed by LICENSEE, or LICENSEE
otherwise knowingly suffers or permits such Products to enter into commerce, in
any jurisdiction other than the Territory, except as permitted under any other
written license between the parties;
(d) If LICENSEE determines to cease business, LICENSEE ceases to
engage in the sale, manufacture and/or distribution of Products for a period of
ninety (90) days other than by reason of the occurrence of a force majeure event
or condition, LICENSEE liquidates or LICENSEE is ordered by a court of competent
jurisdiction to liquidate its business;
(e) If LICENSEE fails to pay in full within ten (10) days when due
any royalty payable to LICENSOR under Article 2 of this Agreement;
(f) If LICENSEE files any voluntary petition in bankruptcy or
liquidation or for any corporate reorganization or for any similar relief under
the liquidation, bankruptcy or insolvency laws of any jurisdiction; upon the
filing of any involuntary petition in bankruptcy or its equivalent against
LICENSEE not dismissed within ninety (90) days from the filing thereof; the
appointment of a receiver or administrator of any of LICENSEE's property or
assets or the equivalent for LICENSEE by any court of any jurisdiction, which
receiver or administrator shall not have been dismissed within ninety (90) days
from the date of such appointment; if LICENSEE makes a general assignment for
the benefit of creditors; if LICENSEE becomes unable to meet debts as they
mature or any occurrence similar to any of the foregoing under the laws of any
jurisdiction irrespective of whether such occurrences are voluntary or
involuntary or whether they are by operation of law or otherwise.
9. Termination by LICENSEE
LICENSEE may terminate this Agreement at any time by providing six
(6) months' written notice to LICENSOR. In the event of termination by LICENSEE,
LICENSEE shall remain liable for payment to LICENSOR of the Minimum Annual
Royalty for the year of termination, pursuant to Section 2, herein.
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10. LICENSEE's Rights and Obligations Upon Termination
Upon the termination of this Agreement for any reason, all of
LICENSEE's rights in the Marks under this Agreement and rights in this Agreement
shall immediately revert to LICENSOR, without any act by LICENSOR or LICENSEE.
In addition, LICENSEE shall:
(a) Immediately cease using the Marks on or in connection with the
Products in the Territory;
(b) Not thereafter, directly or indirectly, identify itself in any
manner as a licensee or publicly identify itself as a former licensee of
LICENSOR with regard to the Products in the Territory;
(c) Immediately destroy and provide to LICENSOR evidence of the
destruction of all packaging and any and all promotional and other materials
bearing the Marks;
(d) If reasonably requested by LICENSOR, execute and deliver to
LICENSOR a document or documents, in form and substance reasonably satisfactory
to LICENSOR, assigning to LICENSOR all of LICENSEE's right, title and interest,
if any, in and to the Marks and in and to any logotypes, trademarks or
copyrights incorporating the Marks, as used on or in connection with the
Products. In the event that LICENSEE fails to execute and deliver said document
or documents, LICENSOR shall have the right to execute the same as LICENSEE's
attorney-in-fact, and LICENSEE does hereby irrevocably constitute and appoint
LICENSOR its true and lawful attorney-in-fact only for the purpose of executing
such document or documents, at no cost to LICENSEE.
(e) Notwithstanding the foregoing, in the event that LICENSEE will
have a substantial inventory of Products, packaging and/or labels for the
Products following the date of termination of this Agreement, LICENSOR and
LICENSEE shall meet and discuss in good faith an equitable plan for the
disposition of such Products, packaging and/or labeling; provided that LICENSOR
shall not be obligated to agree to any plan that results in LICENSOR assuming a
loss or any ongoing obligation with respect to such items or which may, in
LICENSOR's reasonable judgment, have a negative impact on the Marks or related
goodwill.
11. Notification of Infringements and Claims
(a) LICENSEE shall immediately notify LICENSOR of any apparent
infringement of, challenge to use by LICENSEE of, or claim by any person to any
rights in, the Marks. LICENSEE agrees to execute any and all instruments which,
in the opinion of LICENSOR, may be reasonably necessary or advisable to protect
and maintain the interests of LICENSOR in the Marks.
(b) LICENSOR will at all times have the right, in its sole
discretion, to take whatever steps it deems necessary or desirable to protect
the Marks from all harmful or wrongful
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activities of third parties. Such steps may include, but are not limited to, the
filing and prosecution of (a) litigation against infringement or unfair
competition by third parties, (b) opposition proceedings against applications
for trademark or service xxxx registration for marks that are confusingly
similar to any one or more of the Marks, (c) cancellation proceedings against
registration of marks that are confusingly similar to any one or more of the
Marks, and (d) other appropriate administrative actions. LICENSOR shall have the
right to include LICENSEE in such litigation, opposition, cancellation or other
proceedings when necessary. LICENSEE shall cooperate with LICENSOR in any such
proceeding by providing oral testimony and documentary and other relevant
evidence, all at LICENSOR's cost and expense.
(c) If LICENSOR and LICENSEE jointly participate in any litigation
or other proceeding with respect to the Marks, the respective responsibilities
of the parties, their contributions to the costs, and their participation in any
recoveries, will be shared equally by each party.
(d) If LICENSEE desires to file litigation or other proceeding
against a third party, and LICENSOR, in its sole discretion, declines to
commence such litigation or proceeding, LICENSEE shall be entitled to commence
and prosecute the litigation or proceeding at its own expense, and shall be
entitled to all monetary damages received as a result. LICENSEE shall not be
authorized to enter into any agreement, consent, order or other resolution of a
claim by or against a third party that affects Marks without giving LICENSOR
prior written notice of such proposed agreement, consent order or other
resolution. LICENSOR shall have the right to approve any such agreement, consent
order or other resolution, which approval shall not be unreasonably withheld or
delayed. LICENSOR shall cooperate with LICENSEE in the prosecution of such
litigation or proceeding, all at LICENSEE's cost and expense.
(e) LICENSOR shall at all times have the right to take whatever
steps it deems necessary or desirable to defend all claims that the use of the
Marks in the Territory infringes the rights of a third party. LICENSEE shall
have the right to participate in such defense at its own expense to protect its
rights under this Agreement relating to the Marks. If LICENSEE is named as a
party to such a claim and LICENSOR is not so named, LICENSEE shall defend such
action at its own expense, subject to LICENSOR's right to elect to participate
in and control such defense at its own expense. LICENSEE shall not be authorized
to enter into any agreement, consent order or other resolution of any claim by
or against a third party with respect to the Marks without LICENSOR's prior
written approval, which approval will not be reasonably withheld or delayed.
LICENSOR shall not be authorized to enter into any agreement, consent order or
other resolution of a claim by or against a third party that affects Marks in
the Territory without giving LICENSEE prior written notice of such proposed
agreement, consent order or other resolution. LICENSEE shall have the right to
approve any such action which materially adversely affects LICENSEE's rights
under this Agreement with respect to the Marks, which approval will not be
unreasonably withheld or delayed. Each party, at its own expense, shall have the
right to include the other in such litigation, opposition or cancellation
proceedings where necessary or desirable for the conduct thereof and shall keep
the other informed of the progress of such proceedings.
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12. Right to Audit
LICENSEE shall maintain true, correct and complete records in
connection with sales of Products and shall retain all such records for at least
twenty-four (24) months after the delivery of any Products. LICENSOR directly or
through its agents may from time to time, during regular business hours and with
prior written notice of at least two (2) business days, examine and copy all
records of LICENSEE in connection with LICENSEE's use of the Marks and
production and sales of the Products. Such examination may include, but shall
not be limited to, LICENSEE procedures and controls with respect to the use of
the Marks, the calculation of gross sales, the calculation of Net Sales, and the
calculation of royalties. LICENSEE shall pay all reasonable, direct and
substantiated costs incurred in connection with such examination in any case in
which the royalties determined pursuant to such an examination by LICENSOR or
its agents exceed by ten percent (10%) or more LICENSEE's previously reported
royalties due to LICENSOR. LICENSEE shall provide reasonable assistance and will
not interfere with LICENSOR in making the above examination.
13. Indemnification
(a) LICENSOR shall indemnify LICENSEE against any and all costs and
expenses (including reasonable attorneys' fees) arising in connection with any
suits, claims or counterclaims that dispute LICENSEE's right to use the Marks as
provided for in this Agreement.
(b) LICENSEE shall indemnify LICENSOR against any and all
liabilities, claims, actions, causes of action, counterclaims, costs and
expenses (including reasonable attorneys' fees) arising out of or incurred in
connection with LICENSEE's use of or right to use the Marks or LICENSEE's
production, manufacture, distribution and/or sale of the Products including,
without limitation, any act or failure to act which breaches this Agreement and
any claim in tort, including product or strict liability, excluding, however,
any liabilities, claims, actions, causes of action, counterclaims, costs and
expenses for which LICENSOR is liable to indemnify LICENSEE under Section 13(a).
14. Approval; Consent
Where the approval or consent of LICENSOR is required under any
provision of this Agreement, such approval or consent shall be requested by
LICENSEE by notice to LICENSOR and providing LICENSOR with all information which
LICENSOR shall reasonably require for determining whether or not to grant such
approval or consent. LICENSOR shall, upon completion of its review of such
request and the information received from LICENSEE, notify LICENSEE of its
determination unless the information received from LICENSEE is insufficient for
LICENSOR to make its determination, in which event LICENSOR shall notify
LICENSEE that such information is insufficient. Should such approval or consent
not be received by LICENSEE within fifteen (15) business days of (i) the date of
such request or (ii) the date on which LICENSOR is provided with sufficient
information to make its determination, it
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shall be deemed to have been given as of the date upon which it was first
requested.
15. Assignment and Sublicense
Neither this Agreement nor any part or all of LICENSEE's interest in
this Agreement or the Marks may be voluntarily or involuntarily, directly or
indirectly, assigned, sold, mortgaged, hypothecated or otherwise transferred by
LICENSEE or its shareholders, and LICENSEE may not permit any lien or
encumbrance to be imposed upon this Agreement, nor grant any sub license to use
any of the Marks, without the prior written consent of LICENSOR, which consent
may be withheld in LICENSOR's absolute discretion. Any assignment, transfer or
lien in violation of the terms of this Agreement, shall constitute a material
breach of this Agreement, thereby giving LICENSOR the right to terminate this
Agreement immediately, and such assignment, transfer or sub license shall be
void ab initio and shall convey no rights or interests in the Marks.
16. Waiver
The waiver by either party of a breach or provision of this
Agreement by the other shall not operate or be construed as a waiver of any
subsequent breach by such other party.
17. Binding Effect
This Agreement shall be binding upon the parties hereto and shall
inure to the benefit of their respective permitted successors in interest and
assigns.
18. Notices
All notices, consents, approvals, demands, requests and other
communications required or desired to be given hereunder must be given in
writing, shall refer to this Agreement, and shall be sent by registered or
certified mail, return receipt requested, by hand delivery, by facsimile or by
overnight courier service, addressed to the parties hereto at their addresses
set forth below, or such other addresses as they may designate by like notice:
To LICENSOR:
Del Monte Corporation
One Market @ The Landmark
Xxx Xxxxxxxxx, XX 00000
Attention: General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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To LICENSEE:
Coffee Holding Co., Inc.
0000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Any notice from a party hereto may be given by such party's respective
attorneys. Any notice or other communications made hereunder shall be deemed to
have been given (i) if delivered personally, by overnight courier service or by
facsimile, on the date received, or (ii) if by registered or certified mail,
return receipt requested, four (4) business days after mailing.
19. Attorneys' Fees
If any action or proceeding is commenced between the parties hereto
with respect to this Agreement, the prevailing party shall be entitled to all
reasonable, direct and substantiated fees and expenses incurred by it in
connection with such action or proceeding, including reasonable attorneys' fees.
20. Severability
If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated. The parties acknowledge and agree that it is the intention of the
parties that they would have executed the remaining terms, provisions, covenants
and restrictions without including the invalid, void or unenforceable provision,
covenant or restriction.
21. Headings
The paragraph headings herein are for information only and this
Agreement shall not be construed by reference thereto.
22. Choice of Law
Except to the extent governed by the Xxxxxx Act (15 U.S.C. Section
1051 et seq.), the validity, construction and enforceability of this Agreement
shall be governed by the laws of the State of California and venue shall be at
San Francisco, California. The parties hereby irrevocably submit to the
non-exclusive jurisdiction of the state and federal courts sitting in the State
of California.
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23. Agency
Except as otherwise expressly set forth in this Agreement, LICENSEE
shall not be construed to be and shall not represent itself as an agent or
affiliate of LICENSOR.
24. Integration
This Agreement constitutes the entire understanding of the parties
with respect to the subject matter hereof, and supersedes all prior agreements
between them relating to the same subject matter, whether oral, written or
implied. This Agreement may not be amended or modified except by written
agreement signed by a duly authorized representative of the party to be bound.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed the day and year first written above.
LICENSOR: LICENSEE:
DEL MONTE CORPORATION COFFEE HOLDING CO., INC.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxxx
------------------------ ------------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxx
------------------------ ------------------------
Title: Vice President Marketing Title: President/CEO
------------------------ ------------------------
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SCHEDULE A
Licensed Trademarks
Xxxx Registration No. Registration Date
----- ---------------- -----------------
S&W and Design 338,457 September 8, 1936
S&W and Design 1,302,906 October 30, 1984
S&W and Design 1,810,987 December 14, 1993
IL CLASSICO 1,816,052 January 11, 1994
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