TRADEMARK SUBLICENSE AGREEMENT
This Agreement is made between Hallmark Marketing Corporation (hereinafter
referred to as "Hallmark Marketing") and Stone's Shops, Inc. (hereinafter
referred to as "Sublicensee").
WHEREAS, Hallmark Cards, Incorporated 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, Hallmark Cards, Incorporated has granted a license to Hallmark
Marketing Corporation to use and sublicense use of the HALLMARK trademark in
conjunction with retail social expressions shops; and
WHEREAS, Sublicensee desire to use the HALLMARK trademark in conjunction with
the operation of a social expression shop located at Xxxxxxxxx & Xxxxxxx,
Xxxxxxxx, XX 00000 (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 Marketing hereby grants to Sublicensee a royalty free
sublicense to use the trademark and tradename HALLMARK as part
of the Shop's tradename in the following manner and no other
-- Stone'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. Sublicensee, for itself, its heirs, administrators, successors
and assignors, does hereby absolutely grant, bargain, convey
and assign unto Hallmark Cards, Incorporated 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 Sublicense 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 sublicense herein granted shall be terminable by
Hallmark Marketing Corporation at any time, by the giving to
Sublicensee of 30 days written notice.
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4. The Sublicense herein granted may not be transferred or
assigned and all rights granted herein shall revert to
Hallmark Marketing Corporation upon termination of this
agreement.
5. In connection with Sublicensee's operation of the shop,
Sublicensee 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 Sublicensee is not otherwise
restricted from the inventory and sale of competing
product lines;
6. Sublicensee shall display Hallmark's trademarks in conformity
with the rules for such use as Hallmark Marketing or Hallmark
Cards, Incorporated 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 Marketing or Hallmark Cards,
Incorporated shall be considered a part of this agreement and
Sublicensee 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. Sublicensee will, from time to time, submit to Hallmark
Marketing Corporation, samples of advertising material,
letterheads, etc. for determination that its use of the
HALLMARK trademark is in the judgment of Hallmark Marketing
and Hallmark Cards, Incorporated correct.
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8. This agreement supersedes all prior oral or written
representations and constitutes the entire understanding
between Sublicensee and Hallmark Marketing with respect to the
use of the HALLMARK trademark in connection with Sublicensee'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 Marketing in Kansas City,
Missouri.
10. Sublicensee acknowledges that neither Hallmark Marketing nor
Hallmark Cards Incorporated is its partner, joint venturer or
franchisor and that the relationship between Sublicensee and
Hallmark Marketing is not a franchise relationship and that no
fee is payable for this sublicense and the Sublicensee is not
required to follow any specific merchandising plan.
11. Sublicensee shall have the right to terminate this agreement
by giving Hallmark Marketing 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 Marketing Corporation, in care of Market
Development - 212, X.X. Xxx 000000, Xxxxxx Xxxx, Xxxxxxxx
00000-0000.
12. This agreement shall automatically terminate on the occurrence
of the following: (1) termination of Sublicensee's right to
occupy the premises with respect to which the sublicense
herein has been granted or (2) the closing of the
Sublicensee's account with Hallmark Marketing.
13. In the event this sublicense is terminated, for any reason by
either party, Sublicensee hereby agrees to immediately cease
using the HALLMARK trademark and all other trademarks owned by
Hallmark Cards, Incorporated 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. Sublicensee
further agrees to permit Hallmark Marketing the right to enter
premises to ensure that the foregoing has been completed upon
Hallmark Marketing's first giving Sublicensee reasonable
advance notice. Sublicensee 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 Cards
Incorporated and Hallmark Marketing.
14. Sublicensee agrees that, prior to displaying any sign
containing the "Hallmark" trademark on the interior or
exterior of the shop, it shall obtain approval of same
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by submitting an appropriate application in writing to
Hallmark Marketing Corporation.
IN WITNESS WHEREOF, the parties hereto have executed this agreement in
duplicate.
HALLMARK MARKETING CORPORATION
By /s/ Xxxxxxx Xxxxxxxx
----------------------------------------
To be signed at Hallmark Marketing
Corporate Headquarters/Date
SOLE PROPRIETORSHIP PARTNERSHIP CORPORATION
Stone's Shops, Inc.
------------------------- -------------------------- ---------------------------
SIGNATURE/DATE SIGNATURE/DATE (NAME OF CORPORATION)
-------------------------- By /s/ Xxxxx X. Xxxxx ----------------
------------------------
SIGNATURE/DATE SIGNATURE/TITLE DATE
-------------------------- By ------------------------ ----------------
SIGNATURE/DATE SIGNATURE/TITLE DATE
This Agreement is not effective until approved and executed by Hallmark
Marketing Corporation in Kansas City, Missouri.
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GUIDELINES FOR THE USE OF THE "HALLMARK" TRADEMARK
EXHIBIT A
1. In order to use the "Hallmark" trademark, Sublicensee agrees to feature
and devote its primary efforts to promoting products manufactured by
Hallmark Cards, Inc., or its subsidiaries or affiliated companies
(Hallmark) and to use its best efforts to promote and maintain the good
will of the Hallmark trademark and image, maintaining a sufficient
inventory and display of the range of Hallmark products as to enable
the public to purchase the same and not to mislead or deceive the
public as to the availability of Hallmark products in said store.
2. When a retail store name includes "Hallmark", a modifying personal name
identifying ownership must procede "Hallmark", and the word "Hallmark"
should be followed by the word "Shop" or a similar word. When the word
"Shop" is not used, a registered trademark symbol (R) should be applied
to the Hallmark logo as illustrated.
Note: When "Hallmark" is used as a part of the store name, such as
"Vicki's Hallmark Shop", a Trademark Sublicense Agreement must
be approved by Hallmark Marketing Corporation.
3. The store utilizing the "Hallmark" trademark as a part of the name
should be clean, neatly arranged and cared for, and kept in good
repair. Poor housekeeping, empty store racks or dirty or disheveled
displays may be cause for termination of the Trademark Sublicense.
4. The "Hallmark" trademark should never be used in a form other than that
presented by the Sublicensee. The owner or proprietor of the sublicense
should take careful steps to avoid the appearance that his business is
owned or operated by Hallmark Cards, Incorporated or Hallmark Marketing
Corporation. Neither Hallmark Cards nor Hallmark Marketing Corporation
is a partner, joint venturer or franchisor of the dealership. The only
relationship which exists other than that of Seller and Buyer is of
Trademark Sublicensor/Sublicensee.
5. Products which are incompatible with the image of Hallmark Cards,
Incorporated, may not be carried in the store. Hallmark Cards has
established and justifiably enjoys the reputation as a quality company
of high moral standing. Incompatible products would be those items
which a significant portion of the community would find distasteful,
repulsive, or in poor taste.
6. In order to protect the integrity of the trademark, you should not use
the trademark in advertising any more prominently than the other words
appearing in the store name.
7. While you are sublicensed to use the trademark, you should not use the
term "authorized Hallmark dealer" or any similar term.
8. All store signs must meet the general and technical requirements
governing the use of the Hallmark trademark and a "Store Signage
Agreement" must be completed and approved.
