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 0000 X. Xxxx Xx., Xxxxxxxx
Xxxxx X/X, 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 products
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 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 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/ Xxxxxx Xxxxxx 9/1/92
--------------------------------------------
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.
